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1 GG180G Minxcon National Instrument Independent Technical Report on the Results of a Feasibility Study for the Steenkampskraal Rare Earth Element Project in the Western Cape, South Africa for Great Western Minerals Group Ltd. A.N. Clay M.Sc. (Geol.), M.Sc. (Min. Eng.), Dip. Bus. M. Pr.Sci.Nat, MSAIMM, FAusIMM, FGSSA, MAIMA M.Inst.D, AAPG Venmyn Deloitte - Qualified Person R. Machowski B.Sc. Eng. (MinProc), Pr. Eng., MBA ECSA, FSAIMM, SACPS ULS Mineral Resource Projects Qualified Person G.L. Marra B.Sc. Eng (Civil), M.Eng., Pr.Eng., MSAICE ULS Mineral Resource Projects Qualified Person F. Harper B.Sc. (Hons), Pr.Sci.Nat. MSAIMM, MGSSA Venmyn Deloitte Qualified Person I. Jones B.Sc. (Hons), M.Sc. FAusIMM, CP Geo. Denny Jones Qualified Person V. Duke Pr.Eng., PMP, B.Sc. Min.Eng. (Hons), M.B.A., FSAIMM, MECSA, MPMI, MMASA Sound Mining Solution Qualified Person A.J. de Klerk B.Sc. (Hons), G.D.E. MGSSA, Pri.Sci.Nat.MSAIMM Venmyn Deloitte Qualified Person Reference No:- VMD1445 Effective Date:- 20 June 2014

2 June 2014 i National Instrument Independent Technical Report on the Results of a Feasibility Study for the Steenkampskraal Rare Earth Element Project in the Western Cape, South Africa for Great Western Minerals Group Ltd. Executive Summary NI Item 1 Venmyn Deloitte (Proprietary) Limited (Venmyn Deloitte) was requested by Great Western Minerals Group Ltd. (GWMG) to co-ordinate, independently review and prepare a Canadian National Instrument (NI ) Independent Technical Report (ITR) on the results of a feasibility study on the Steenkampskraal Rare Earth Element Project (Steenkampskraal Project or the project) in the Western Cape province of South Africa. The Steenkampskraal Feasibility Study (or feasibility study) was initiated in October 2013 by GWMG in order to evaluate in detail the economic viability of the Steenkampskraal Project. GWMG is a Canadian based publicly traded exploration, mining and speciality rare earth element alloy manufacturing company. The GWMG strategic focus is to create a vertically integrated business which incorporates the entire development cycle from mining of a rare earth element enriched mineral asset, through beneficiation to rare earth element concentrates, separation into high purity rare earth element compounds, and finally to the manufacturing and supply of rare earth element based alloys and high purity metals. GWMG is the holder of several wholly owned subsidiary companies and mineral resource projects, the latter of which includes the Steenkampskraal Project in South Africa. The Steenkampskraal Project is an advanced brownfields exploration project at the strategic point of reclassification as a development project. The project is centred on the historic Steenkampskraal thorium mine located in the Western Cape province of South Africa, which was exploited by a subsidiary of Anglo American Corporation for its thorium content between 1952 and The thorium and rare earth bearing monazite deposit which was the focus of the historic Steenkampskraal Mine has been the subject of several post 1963 technical studies and mineral resource estimates. A Preliminary Economic Analysis (PEA) was completed by Snowden Mining Industry Consultants (Pty) Ltd (Snowden) on behalf of GWMG in December 2012 which demonstrated the economic viability of the project and informed the Steenkampskraal Feasibility Study in terms of technical and economic trade-off studies and options. The feasibility study was intended to investigate at higher degrees of confidence, the optimal mining methodology, the most appropriate and cost effective processing route and estimate the capital and operational costs for an underground mine, concentrator, hydrometallurgical plant and associated infrastructure. In addition, the feasibility study would incorporate new exploration results and an updated mineral resource estimate for the project. The purpose of this ITR therefore, is to summarise and document in a manner compliant with the requirements of NI , the results of the Steenkampskraal Feasibility Study on the GWMG wholly owned, flagship Steenkampskraal Project. Vertically Integrated Business Model Generally, rare earth element (REE) enriched material requires mining and multi-stage processing which can be generically described as physical upgrading of the run-of-mine (RoM) material, followed by chemical beneficiation (acid or alkaline cracking), removal of impurities, production of a mixed REE concentrate (usually a carbonate or chloride), final separation of the mixed concentrate into individual REEs or compounds through selective oxidation/reduction, fractional precipitation, solvent extraction and/or ion exchange and final manufacture of REE metals and alloys.

3 June 2014 ii GWMG s vertically integrated business model, after development of the Steenkampskraal Project, will comprise mine production, physical concentration and hydrometallurgical processing stages, with toll-treatment of the concentrate by an independent third party solvent extraction plant to produce individual, specific purity, rare earth element oxides (REOs) and the conversion of the REO oxides to metal and speciality alloys by a wholly owned subsidiary company located in the United Kingdom. Most of the mining and processing stages described above are currently planned to be undertaken by GWMG within separate legal entities, which are responsible for specific components of the business model. The parent group company is Canadian registered GWMG which holds a 100% interest in a South African registered REE mining and extraction company, Rare Earth Extraction Co. Limited (Rareco) and a metal and alloy production facility, Less Common Metals Limited (LCM) in the United Kingdom. Property Description and Ownership GWMG is the holder of a New Order Mining Right located in the Western Cape province of South Africa and the mining right is surrounded by several GWMG held prospecting rights. The mining right forms the basis of the Steenkampskraal Project while the adjoining exploration rights are collectively called the Greater Steenkampskraal Project. The geological and exploration information for the Greater Steenkampskraal Project properties is summarised in the ITR to provide geological and exploration context only and the properties are otherwise excluded from the scope of the feasibility study. The Steenkampskraal Project is located in an arid, remote part of the northern Western Cape province of South Africa, approximately 230km south of the Republic of Namibia, 330km due north of Cape Town and 90km east of the Atlantic Ocean shoreline. The topographic and climatic aspects of the region will not impact future development and mining operations and good access to the project area is possible via existing roads. The remote location however results in limited regional power and water supply opportunities but the feasibility study has shown that the project can be cost effectively self-sustaining in terms of its infrastructure requirements. The Steenkampskraal New Order Mining Right (WC30/5/1/2/2/353) is hectares (ha) in extent, located within Portion 1 (Ptn 1) of the farm Steenkamps Kraal 70, and encompasses the historic Steenkampskraal Mine which has been dormant since mining ceased in The right is held by a GWMG subsidiary, Steenkampskraal Monazite Mine (Pty) Ltd. and is valid until 1 June The mining right provides access and surface rights to the project area and GWMG owns several of the farms comprising the adjacent prospecting rights and no legal issues pertaining to access or servitudes exist. Historic mining exploited a zone of thorium bearing monazite mineralisation where monazite is a group name applied to a series of REE phosphate minerals. The current mine site is superficially contaminated with radioactive material through natural dispersal of the deposit material on surface and historic mining activities. The historic environmental liability is held by the South African government. Scope of the Feasibility Study The Steenkampskraal Feasibility Study was undertaken by independent specialist consultants under the co-ordination of Venmyn Deloitte. Mining, processing, engineering, environmental and radiological technical teams contributed to the various feasibility study components and each consultancy nominated an overall Qualified Person in terms of the definition in National Instrument Standards of Disclosure for Mineral Projects Part 1.1, who has signed-off the appropriate sections of the ITR. The scope of the Steenkampskraal Feasibility Study was focused on the wholly owned, flagship Steenkampskraal Project only and was not intended to disclose any technical or economic information relating to the non-south African GWMG exploration projects or any of its subsidiary companies, other than the legal entities directly associated with the project, namely Rareco and Steenkampskraal Monazite Mine (Pty) Ltd. The feasibility study comprised numerous tradeoff studies critical to the final selection of a mining and processing methodology, as the conclusions of the 2012 PEA were considered by GWMG to no longer represent the best and most optimised solutions to the mining and processing complexity of the project. The selected mining, processing and infrastructure design components of the Steenkampskraal Feasibility Study have been optimised by over 35 trade-off and value engineering studies and all major components of the study have been conducted at ±15% accuracy.

4 June 2014 iii The 2012 PEA included the design and costing of a proprietary solvent extraction separation plant. While the feasibility study includes the revenue from sales of the separated REO product after toll treatment at a third party solvent extraction plant, the battery limit of the engineering design is the production of a mixed REE carbonate before the separation plant. The Steenkampskraal Feasibility Study therefore does not include the design and costing of a separation plant. The management of the radioactive material formed the critical basis upon which the entire feasibility study was undertaken. The mining licence granted to GWMG stipulates that historic tailings storage facility (TSF) material, historic blasted underground material and surface rock dumps be treated through the Steenkampskraal Process Plant in order to remove the radioactive content and rehabilitate the historic site. The Steenkampskraal Project design criteria included the following:- the requirement from GWMG that 5,000 tonnes (t) of total rare earth oxide+yttrium oxide (TREO+Y 2O 3 ) per annum be produced by the Steenkampskraal Project; the design of a small, shallow, underground mine that incorporates the existing historic mine. The mine plan was developed so as to comply with the South African nuclear and radioactivity authority - National Nuclear Regulator (NNR) requirements, as well as local and international environmental, radiological, ventilation, storage and transport of radioactive material, as well as health and safety regulations; the Steenkampskraal Process plant was designed to include a Metallurgical Plant (comminution, dense medium separation (DMS), magnetic separation and sizing) and a Hydrometallurgical Plant. The physical beneficiation (front end) section of the Steenkampskraal Process Plant was intentionally designed to successfully treat a variable mining production rate over the life-of-mine (LoM) and considerable ranges in mining dilution from 20% to 80%, as well as the capability of processing run-ofmine (RoM) comprising 100% monazite. Thereafter, a concentration plant was designed to supply a steady feed of approximately 18,454 tonnes per annum (tpa) of REE mineral concentrated feed to the Hydrometallurgical Plant, the latter of which was specifically designed to limit and minimise radiological risk; the Steenkampskraal Feasibility Study was to include capacity for the underground safe storage of radioactive material at the end of the LoM according to specific outlines stipulated by the NNR; the Steenkampskraal Processing Plant will produce a series of REE carbonates for 15 REEs and yttrium, not all of which are currently of high value or subject to strong demand in the present REE market. The feasibility study has therefore focused on the current high value REEs and excluded from the economic analysis lanthanum (La), cerium (Ce), holmium (Ho), erbium (Er), thulium (Tm) and ytterbium (Yb). The Steenkampskraal Feasibility Study considers only the oxides of the below listed REEs in the economic analysis, which, when converted to REOs, are defined as Saleable REOs:- o excluding La, Ce, Ho, Er, Tm and Yb; and o including Pr, Nd, Sm, Eu, Gd, Tb, Dy, Lu, and Y. the excluded REEs are either extracted on site and stored for later sale as is the case for La and Ce, or else can be separated at the separation plant as required; all of the Steenkampskraal Feasibility Study components have been independently reviewed and monitored. Geology and Mineralisation The monazite deposit occurs within the Bushmanland Terrane of the Namaqua-Natal Metamorphic Province of Southern Africa and forms part of an intrusive suite emplaced during the 1,100Ma aged Namaqua orogeny and associated regional metamorphic event. The emplacement of the narrow (0.02m to >10m thick) monazite vein is structurally controlled and occurs along a strike length of 1,200m to a known depth below surface of 160m. The geochemically unusual intrusion is considered to have formed through the development of an REE enriched immiscible liquid through fractional crystallisation of a granitic magma or partial melting of a thorium enriched granitic progenitor. The target mineralised monazite vein strikes eastwest across the Steenkampskraal Project and morphologically is a thin lenticular body, which in three dimensions, appears as a step-like intrusion with dips varying from almost horizontal to 70 as the horizon steps downwards in a southerly direction.

5 June 2014 iv The vein undulates and boudinages resulting in variable true thicknesses and is both laterally and vertically continuous, however it has been disrupted by fault structures of varying orientation with displacements of up to 20m. The mineralisation is constrained by known east and west bounding faults but the structural and geological framework is such that potential mineralisation, displaced by tectonic events, could exist beyond the bounding faults. The TREO+Y 2O 3 grades (14% TREO+Y 2O 3 in situ) of the monazite deposit are high for typical REE deposits and vary from 0.40% to 46% and are typically dependant on the quantity of diluting minerals within the mineralised monazite vein and while differing mineralisation styles are recognised, they were not differentiated for the purposes of the geological model. The grade distribution has historically been considered relatively consistent throughout the deposit. A geochemical 3D modelling exercise has recently shown that Th-REE enriched pockets exist that have been specifically targeted early in the mine plan. Status of Exploration Extensive exploration has been conducted both on the mining right area and the surrounding prospecting rights. Geological mapping, scintillometer surveys, geophysical surveys, trenching and surface channel sampling, underground channel sampling and five phases of drilling have been completed since the acquisition of the project by GWMG in The geological and assay information provided from the drilling programmes confirmed historic drilling results, defined strike and down-dip extensions of the target horizon as well as provided information of sufficient accuracy for the definition of Measured and Indicated Mineral Resources. The exploration programmes were conducted according to international best practise guidelines and within the scope of NI requirements. The drilling and sampling programmes were, in Venmyn Deloitte s opinion, and that of several additional independent consultancies/qualified Persons, to be appropriate for the nature and style of mineralisation. Mineral Resource and Mineral Reserve Estimates The geological wireframe model was created from the exploration database in Leapfrog Geo using its proprietary vein modelling process. The structural interpretation was based on a synthesis of information including regional tectonic history, regional geological and geophysical surveys, satellite image interpretation, airborne magnetic and radiometric data and underground structural measurements. A total of 12 individual fault, 3D wireframes were created and 14 specific litho-structural domains were defined in the geological model. A mineral resource block model was created using Datamine Studio Version 3 and the Mineral Resource for the Steenkampskraal Project at a 1%TREO+Y 2O 3 cut-off grade and minimum mineralisation width of 20cm, was defined according to NI requirements and is presented as follows:- Summary Mineral Resource Estimate for the Steenkampskraal Project October 2013 SOURCE OF THE MINERAL RESOURCE CLASSIFICATION CATEGORY RESOURCE TONNAGE (t) TREO+Y 2O 3 GRADE (%TREO+Y 2O 3) CONTAINED TREO+Y 2O 3 (t) In situ Mineral Resources Measured 85, ,600 Indicated 474, ,000 Inferred 60, ,300 Sub-total in situ Measured+Indicated 559, ,500 Total in situ Measured+Indicated 559, ,500 Historic TSF Indicated 46, ,300 TOTAL (in situ and TSF) Measured+Indicated 605, ,900 NI requires the statement that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability Source : Snowden 2013 (October Mineral Resource Estimate document) Comprises Snowden s Mine Area and Exploration Area Mineral Resource estimate reported at 1% TREO cut-off grade Mineral Resources are reported inclusive of Mineral Reserves Mineral Reserves have been defined for the Steenkampskraal Project Apparent computational inconsistences due to rounding Tonnage rounded to nearest 1,000t and contained metal to three significant figures Mineral Resources reported with a minimum width of 20cm

6 June 2014 v The conversion of the Mineral Resource estimate to Mineral Reserves was based on modifying factors determined from the Steenkampskraal Project mine design and included in addition, economic and market factors, metallurgical criteria, infrastructure requirements, as well as permitting and social aspects in the conversion process. A minimum mining dilution of 5% was applied throughout, with additional dilutions applied depending on the mining methodology and deposit widths of each stope. The Mineral Reserve estimate based on the NI compliant Indicated and Measured Resources is presented below:- Mineral Reserve Estimate for the Steenkampskraal Project - March 2014 MINERAL RESERVE CATEGORY TONNAGE ('000 t) GRADE (%TREO+Y 2O 3) CONTAINED (TREO+Y 2O 3) Underground Mine Proven Probable Sub-total New Combined Tailings Proven Probable Sub-total Mine and New Combined Tailings Proven Probable TOTAL Source : Sound Mining 2014 Excludes Inferred Mineral Resources Estimate is based on a fully diluted, delivered to plant model Variable mining widths and dilutions Discrepancies in totals due to rounding Modifications to the Mineral Resource estimate guided by cut-off grade of 5% TREO+Y 2O 3 Radiological planning constraints included in modifying factors Economic viability based on an in situ basket price of USD26.80/kg TREO+Y 2O Overall mining conversion rate from Mineral Resources to Mineral Reserves of 79% Mine Design and Mining Methodology The mine design is unique in that it is specifically undertaken with radiological modelling as its basis and included numerous trade-off studies particularly with respect to stope design, materials transport design and labour requirements which were all specifically based on the radiological models. The Steenkampskraal Mine has been planned as a small, shallow underground mining operation incorporating the historic mine area, over a deposit strike length of 1,200m to a depth below surface of 160m. Two appropriate mining methods have been selected to excavate the mineralisation depending on the deposit dip and thickness and these are conventional down dip stoping and mechanised long hole open stoping, both of which are well understood and widely practised in South Africa A 13 year LoM plan has been prepared which provides for the mining of 807kt of RoM from stoping of the mineralisation and 292kt of development waste, with additional supplementary material (45,0500t) in the form of historic ballast, mud and rehabilitated rock from planned existing ore drives. Steady state mining conditions can be defined as the point at which the designed mining production is achieved, in this case Year 3 at 76,000tpa, or the point at which the final product production of approximately 5,000tpa %TREO+Y 2O 3 is reached, which occurs in Year 4. During steady state, the mining rates over the LoM are not constant and reflect the variability of the %TREO+Y 2O 3 grade, the mineralisation thickness and off-reef development requirements necessary to sustain the targeted %TREO+Y 2O 3 production target. The total mining rate typically varies between 6,727tpm and 11,460tpm, with variable mining dilution rates applied as a function of the deposit thickness and mining methodology applied in each stope, Geotechnical guidelines for the design and stoping layouts have been established based on historic, as well as new empirical measurements and observations. The underground radiological modelling and ventilation studies have shown that the Steenkampskraal Mine underground mining operation can be operated safely and in an environmentally acceptable manner if the designed ventilation controls are maintained, the recommended radiological mitigation practices are applied and the principles of radiological exposure time management are enforced on all workers, operators and employees. The ventilation model has determined that the ventilation circulation ceiling is 240m 3 /s; which is currently imposed by mine geometry and airway size, and can be increased if required through the strategic placement of additional raise bore airways and the resizing of intake airways. A comprehensive ongoing Occupational Health Monitoring Programme is essential and will require a three-tiered monitoring programme to address radiological exposure, toxicological exposure and carcinogenic exposure.

7 June 2014 vi The feasibility study incorporated modelling of all these aspects and a surveillance system will be required to monitor the movement of radioactive material throughout the mine which will permit control of moved material, understanding of the radiological load of the blasted material and management of individual radiological exposure. Studies undertaken regarding the control of emissions from the ventilation fans have indicated that mitigation steps will be required to reduce radioactive plume fallout concentrations at ground level to acceptable levels and to minimise the risk of short-circuiting between the exhaust fan plumes and intake airways. The implementation of dilution at source principles has been determined as the most efficient and cost effective solution. The mine design includes capacity for the underground safe storage of radioactive material at the end of the LoM according to specific outlines stipulated by the NNR; Metallurgical Testwork and Process Plant Design Detailed bench scale and mini-pilot plant scale testwork programmes were undertaken both in South Africa and Canada. The various metallurgical testwork programmes included trade-off studies on different methodologies of physical beneficiation and hydrometallurgical testwork, known as cracking which provided the information required to define a process flow sheet and the required design parameters for the plant engineering design. The testwork results were detailed enough that capital and operational cost estimates at a 15% accuracy level could be generated for the majority of the proposed Steenkampskraal Process Plant circuits. The testwork further provided comfort that impurities could be satisfactorily removed and that a final concentrate product could be produced within specifications obtained from an independent toll-treater separation and refining company. The Steenkampskraal Process Plant is a unique design specifically undertaken to limit and minimise radiological risk but comprises standard equipment and processes used throughout the mining sector. The radiological risk mitigation comprises classification of the plant into areas of graded risk, high security areas, boundary walls, remote CCTV monitoring, dust suppression and remote control inspection. The process plant construction was specifically designed in a phased approach so that the historic surface TSF material (46,000t) can be processed through the Hydrometallurgical Plant which is to be constructed first, with the Metallurgical Plant undergoing later construction at the same time as the development of the underground mine. The capital expenditure for the processing plant is thereby split over two years. The total tonnage treated by the processing plant over the 14 year life-of-project is 918,474t, including tailings, rock dump and supplementary underground material. The process plant will operate beyond the cessation of the mining activities in year 13, in order to complete the underground clean-up and surface rehabilitation. The Metallurgical Plant comprises a comminution section and concentrator plant with variable capacity (between approximately 65,000tpa to 146,000tpa) comprising two-stage crushing, grinding/milling, magnetic separation and dense medium separation (DMS). Due to the nature of the DMS design, it produces a consistent 18,454tpa, high grade feed to the Hydrometallurgical Plant. The design is project appropriate, cost effective and a reliable solution to the anticipated fluctuation in plant throughput and RoM grade. The Hydrometallurgical Plant incorporates various circuits for acid cracking of the upgraded REE mineral concentrate (±30.0 %TREO+Y 2O 3), water leaching, double REE salt precipitation, solid/liquid separation, impurity extraction, reagent recovery and carbonate precipitation in a complex flowsheet which however is based on known and tested technologies, which have been combined in a unique manner to accommodate the variability and risks associated with the mineralised monazite vein material. The total recovered saleable product over the life-of-project is 19,661t. The overall plant recovery of saleable REE carbonate before toll treatment, based on supported testwork, is expected to be 85% and the entire process recovery from delivered RoM to separation at the toll-treatment plant is 83%. The processing plant has included as part of the infrastructure, a steam and sulphuric acid production plant which supplies more than sufficient acid for the plant requirements and provides steam which significantly reduces power consumption. A sodium sulphate regeneration circuit is also included to reduce reagent costs. Project Infrastructure Infrastructure designs have been undertaken for the underground mine operation and the surface process plant including site plan, power reticulation, bulk and potable water supply, roads, buildings, workshops, administration, reagent and fuel stores and security.

8 June 2014 vii The remote and arid nature of the northern Western Cape results in the unavailability of national grid power or water supply. The power supply was designed as a result of various trade-off studies and comprises a battery of three diesel generators (1.5MW capacity each) under hire for two years and purchased outright thereafter. In addition a photovoltaic solar farm will provide 2.7MW independently of the diesel generators. The underground bulk water supply has been identified through hydrological and hydrogeological studies and drilling campaigns, as a series of aquifers with a combined capacity of 7.5Mm 3 which are more than capable of supplying the required maximum 750m 3 /day to the Steenkampskraal Project. The potable and process water will be treated in reverse osmosis plants and much of the process and underground water will be purified and reused. The new tailings arising from the process plant will be stored in a series of Residue Containment Ponds (RCPs) which will be excavated as required and rehabilitated with non-radioactive waste from the off-reef underground developments. Radioactive material from the thorium and uranium removal circuits in the process plant will be stored in the underground long term storage vault. Environmental and Social Study GWMG is the holder of a valid New Order Mining Right with an underlying approved Environmental Management Programme Report (EMPr). In additional GWMG has a Certificate of Registration with the NNR, has approved authorisation for construction and mining in terms of the land use planning ordinance and will shortly receive the required water use licence. GWMG has the necessary environmental permitting and authorisations required to continue progressing to a future construction phase. Venmyn Deloitte considers that GWMG has adequately anticipated the additional studies required for the environmental authorisations to proceed into the construction/operational phase, and all of the necessary studies are either currently being undertaken or have been anticipated and are undergoing investigation or planning. An amended EMPr has been completed and submitted for approval so that the EMPr will be current in terms of new legislation, mining plans and environmental planning and permitting. The approval of the EMPr Amendment will ensure that the Steenkampskraal Project is almost entirely compliant with International Finance Corporation (IFC) Performance Standards. The potentially problematic radiological aspects of the project are suitably constrained by the existence of a Certificate of Registration with the NNR which establishes the extraction, storage and transportation criteria required for the Steenkampskraal Project radioactive material. The GWMG approach to the radiological issues has been detailed and is rigorously in-line with the NNR recommendations, rendering the environmental liabilities manageable and mitigating potential risk to acceptable levels. GWMG is cognisant of its obligation towards rehabilitation and closure financial provision and has created a trust fund, the quantum of which has been specifically estimated in order to be currently sufficient for any possible premature closure liabilities. As the project progresses and during the LoM, continual annual provisions have been provided for in the financial analysis to ensure sufficient funds for the CAD6.35m (ZAR61m) closure costs and the costs for monitoring and post closure management of residual and latent environmental impacts. GWMG has undertaken considerable rehabilitation measures already, of which the DMR is aware and for which GWMG may be compensated through adjustments to future royalty calculations. Given the current and planned management of environmental risks, Venmyn Deloitte considers that the environmental aspects of the Steenkampskraal Project have been adequately considered and addressed for the feasibility study. Furthermore, the anticipated authorisations for the construction and operation phases are in the process of being completed and no serious risk of potential fatal flaws to the project implementation has been identified; Steenkampskraal Project Capital and Operational Expenditure Estimates The capital and operating cost estimates were undertaken in South African rands (ZAR) which were converted into Canadian dollars at an exchange rate of ZAR9.61:CAD1. The cost estimates were based on supplier quotations to a 15% accuracy. An overall project contingency was not applied, but each project component applied contingencies relative to the risk applicable for that section. The process plant contingency was estimated as an overall figure from a weighted average of the various components, while the mining study contingency was factored into the capital expenditure and not quoted as a separate weighted average.

9 June 2014 viii The total capital expenditure for the Steenkampskraal Project is CAD173.4m (ZAR1,666.4m) as summarised below, which will be split into an initial capital expenditure required in the first 25 months of CAD118.90m (ZAR1,142m) and the post commercial production capital expenditure of CAD51.50m (ZAR495m). A South African government grant is anticipated to be applicable to the processing plant capital expenditure and is reflected as a cash inflow in the total project capital estimate below:- Total Project Capital Expenditure STEENKAMSKRAAL PROJECT COMPONENT CAD (m) ZAR (m) Processing Plant Plant Site establishment and Infrastructure Electrics Acid plant Indirect P&G + Team Contingency Plant sub-total , Mining Operation Mining equipment and services Mining underground development Mining sub-total Sustaining capex Total project capex sub-total , Government grant Net TOTAL Project Capital Expenditure , Source: Venmyn Deloitte 2014, Sound Mining 2014, ULS Mineral Resource Projects 2014 The operating costs for the project as derived over the 14 year life-of-project, are summarised in the table below:- Steenkampskraal Operating Expenditure over Project Life SREENKAMPSKRAAL PROJECT COMPONENT COST (CADm) COST (ZARm) Mining processing , General and administrative Decommissioning and environmental Transportation and tolling , TOTAL Operating Expenditure , Source : Venmyn Deloitte, ULS Minerals Projects and Sound Mining 2014 The mining operating costs per RoMt (excluding royalty) are CAD103.86/t (ZAR997.57/t) and per kg recovered saleable product are CAD4.85/kg (ZAR46.60/kg) (excluding royalty). The total operational costs applicable to the Steenkampskraal Project combined mining and processing operations are CAD38.67/kg sold REO. Economic Analysis The economic analysis for the Steenkampskraal Feasibility Study was undertaken utilising the discounted cash flow methodology (DCF) at various discount rates to yield an internal rate of return (IRR) of 50% and an after-tax net present value (NPV) of CAD274m (ZAR2,628m) at a discount rate of 10%. The REO prices used in the calculation of revenues were applied individually to the REOs contained in the saleable product rather than as an overall basket price. However, if such an overall basket price was derived based on the REO prices determined by GWMG in its market review, it would be USD76.69/kg, excluding La, Ce, Ho, Er, Tm and Yb. REE Market Trends and pricing The REE market can be subdivided into four broad end-use application and demand sectors, namely catalysts and batteries, magnets, ceramics and phosphors. There are five elements which currently are considered critical or high value elements, namely neodymium, praseodymium, dysprosium, terbium and europium with two demand sectors consuming the majority of these REEs, namely magnets and phosphors.

10 June 2014 ix China is both the main source of global REE supply, accounting for >90% of the 2012 global production of 110,000t, as well as demand, especially in the magnet industry. The main factor affecting international trade in REEs over the past decade has been Chinese government trade policy whereby exports of REE concentrates were restricted and governed by an export quota introduced in 2000 in order to safeguard the development of downstream industries in China, to encourage foreign companies to establish their processing operations in China and to increase the value of exports. The result of this Chinese trade policy has been a split in the REE market supply and pricing, one determined for domestic Chinese REEs and the other for the rest of the world (RoW), so most prices are quoted as both Chinese domestic and RoW. The global supply of light rare earth elements is relatively balanced by demand, however La and Ce are expected to be in surplus by The global supply of heavy rare earth elements is expected to be in a shortfall position by Due to the Chinese dominance of supply and demand, REE pricing is highly dependent on Chinese policy. The peak in REE prices in 2011 was largely the result of market volatility and speculation in response to the Chinese quota reductions at that time. The REE price peak in 2011, renders application of a three year trailing average price to the Steenkampskraal Project economics unwise and possibly misleading. Therefore GWMG has conducted a detailed market supply and demand analysis, and in conjunction with consensus analyst reports, has determined prices for the REEs which were used in the economic analysis. The price trends for the REEs are expected to be affected by the following factors:- demand for REEs in the next 2 to 3 years will be impacted generally by the global macro-economy and any recovery should positively impact the RoW demand; strong expected growth rates in magnet REE oxides (Pr, Nd, Tb, Dy) are expected to maintain the recent price recovery and stabilise; La and Ce are likely to be oversupplied in the next several years and a decline in prices to their pre levels is expected; high-purity applications related to ceramics for oxides of Y and Gd are expected to result in price stabilisation or even increases; the possibility that the Chinese appeal against the World Trade Organisation s complaint regarding the quota system may prove unsuccessful and bring global pricing in line with domestic Chinese pricing; and depletion of stockpiles and inventories, as well as Chinese efforts to maintain prices. Steenkampskraal Project Risk Assessment Each component study has undergone a rigorous risk assessment and the current project management controls to mitigate the risk were defined and a residual rating to the risk applied. Potential mitigation procedures were identified and planned. The highest risk relates to inadequate funding to maintain the current project operations and to progress into the construction phase. Technical risks relate to the emission control which can be mitigated and radiation exposure for workers which have been addressed in the mine design and meet NNR requirements. Potential risks relating to delays in construction approvals by the DMR, DWAF and NNR could affect project timing but such risks have been anticipated and managed by GWMG. Apart from the standard political risk of operating in an African country, the South African mining sector is mature, well regulated and globally represented. No taxation issues have been identified at the current level of study and the project has strong local community support. The operational infrastructure requirements can be more than adequately met and the radiological aspects of the project have been successfully integrated into a mine and ventilation plan which will provide a working environment that complies with all occupational health and safety standards. The Steenkampskraal Project as a whole has been rated as a medium risk operation at the present level of study. Steenkampskraal Project Execution Plan A project timeline has been designed in detail with a total construction period of 25 months and commercial production commencing in Year 1 albeit at a lower production rate than steady state.

11 June 2014 x Concluding Remarks Overall, Venmyn Deloitte considers the Steenkampskraal Feasibility Study to have fulfilled its purpose of demonstrating to a high degree of confidence, the potential to cost effectively and profitably mine and process the mineralised monazite vein deposit to a saleable product. The radiological issues can be mitigated and such measures, while contributing to high capital expenditure, will result in a working environment that complies with all of the applicable Occupational Health and Safety requirements, as well as the local South African and International Atomic Energy Association (IAEA) nuclear regulations. No fatal flaws in terms of tenure, permitting, infrastructure requirements, the technical aspects of mining and processing, as well as marketing have been identified and Venmyn Deloitte is of the opinion that the positive outcome of the feasibility study provides confidence for GWMG to progress onto the detailed engineering design stage and preparation for construction. Notwithstanding the normal risks associated with mining development projects, Venmyn Deloitte considers that the Steenkampskraal Feasibility Study is of sufficient accuracy and confidence levels that potential investors can make reasonable decisions based on the broad outcomes of the study. Recommendations The Steenkampskraal Feasibility Study has shown that the mining and processing designs are such that the development of an economically viable operation is possible without significant additional testwork or exploration being required. The outstanding technical requirement at this stage is the completion of the geotechnical laboratory testwork which is a priority before undertaking the next stage of mine design. However, during the course of the feasibility study various studies identified areas of optimisation and upside potential for the project outcomes. The possible optimisations would be optional improvements that could be undertaken by GWMG depending on the availability of funding and the strategy adopted by GWMG for the development of the project. The following key optimisations have been compiled from each of the study components,:- additional exploration can be considered to evaluate the potential for depth extensions to the mineralisation to extend the LoM; potential exists to upgrade current Inferred Mineral Resources to the Indicated category for inclusion in the mine design and Mineral Reserves and additional exploration can be considered to upgrade the existing Inferred Mineral Resources; further optimisation of the mix between the differing mining methods can be investigated; the levels of capital and operational expenditure on underground ventilation and radiological mitigation and controls can be further optimised; REO recovery improvement with additional hydrochloric acid leaching is possible. Current design capacity in the hydrochloric leach circuit could permit the additional leaching but additional recovery testwork must be undertaken before the extent of the potential upside can be determined or incorporated into the feasibility study; and the costs and recoveries for circuits to extract additional high value co-products should be considered. Venmyn Deloitte considers the investigation of improved REO recovery with additional hydrochloric acid leaching to be the most significant of the potential optimisations. The estimated costs for the completion of laboratory testwork and optional additional investigations are summarised as follows:- Estimated Costs for Recommendations and Potential Optimisations RECOMMENDATION CAD ZAR Completion of the geotechnical laboratory testwork 1,249 12,000 Five 50mm geotechnical drillholes to collect the above samples 40, ,400 Sub-total - geotechnical 41, ,400 Potential Optimisation Additional depth exploration and upgrading of the Inferred Mineral Resources (20 diamond drillholes + site establishment ) 289,950 2,786,400 Optimisation of ventilation and radiological design 72, ,000 Optimisation of mining methodologies 52, ,000 Additional HCL optimisation testwork 52, ,000 Potential co-product recovery testwork and design 104,058 1,000,000

12 June 2014 xi Risks Venmyn Deloitte has prepared this ITR and, in so doing, has utilised information provided by GWMG. Where possible this information has been verified from independent sources with due enquiry in terms of all material issues that are a prerequisite to comply with the Venmyn Deloitte has used information from the public domain, which could not be verified but which is considered to be from reliable sources. Operational Risks The businesses of mining and mineral exploration, development and production by their nature contain significant operational risks. The businesses depend upon, amongst other things, successful prospecting programmes and competent management. Profitability and asset values can be affected by unforeseen changes in operating circumstances and technical issues. Political and Economic Risks Factors such as political and industrial disruption, currency fluctuation, increased competition from other prospecting and mining rights holders and interest rates could have an impact on GWMG s future operation, and potential revenue streams can also be affected by these factors. The majority of these factors are, and will be, beyond the control of GWMG or any other operating entity. Forward Looking Statements This ITR contains forward-looking statements which are based on the opinions and estimates of Venmyn Deloitte, the contributing specialist consultants and GWMG at the date the statements were made. The statements are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those forward-looking statements anticipated by Venmyn Deloitte, the specialist consultants and GWMG. Factors that could cause such differences include changes in world REE markets, equity markets, costs and supply of materials relevant to the project, and regulatory changes. Although Venmyn Deloitte believes the expectations reflected in the forward-looking statements to be reasonable, Venmyn Deloitte does not guarantee future results, levels of activity, performance or achievements.

13 June 2014 xii National Instrument Independent Technical Report on the Results of a Feasibility Study for the Steenkampskraal Rare Earth Element Project in the Western Cape, South Africa for Great Western Minerals Group Ltd. List of Contents 1. Introduction The Rare Earth Element Characteristics and Uses REE Grade Nomenclature REE Mineralogy Generic REE Ore Processing Requirements GWMG Vertically Integrated Business Plan and Corporate Structure Definition of Terms Use of the Term Ore Use of the Term Feasibility Study Feasibility Study Scope and Terms of Reference Radiological Considerations Sources of Information Contributing Specialists and Personal Inspections Scope of the Opinion and Statement of Independence Reliance on Other Experts Property Description and Location Property Description Property Location Legal Tenure for the Steenkampskraal Project Legal Tenure for the Greater Steenkampskraal Project Surface Rights Royalties Environmental Liabilities, Legislative and Permitting Requirements Other Significant Factors and Risks Material Agreements Accessibility, Climate, Local Resources, Infrastructure and Physiography Topography and Elevation Accessibility and Proximity to Population Centres Climate, Flora and Fauna Climate Flora and Fauna Local Resources and Infrastructure and Available Surface Rights History Historic Ownership and Exploration of the Steenkampskraal Project Area San People Discovery of the Mineralised Monazite Vein Vanrhynsdorp Mining Syndicate Anglo American Corporation New Wellington... 55

14 June 2014 xiii Metorex Anglo American Prospecting Services Rareco Historic Mineral Resource Estimates - Steenkampskraal Project Area Historic Production Historic Exploration on the Greater Steenkampskraal Project Geological Setting and Mineralisation Regional Geological and Structural Setting The Namaqua-Natal Metamorphic Province Bushmanland Terrane and Mineral Sub-province Structure of the Bushmanland Terrane Local Greater Steenkampskraal and Steenkampskraal Project Geology Local Structure Hydrogeological Studies Mineralisation Enhanced Geochemical Characterisation Deposit Type Exploration Steenkampskraal Project Exploration Geological Mapping Geophysical Survey Topographic Survey Rock Dump Sampling Programme Background Volume Calculations Sampling Methodology Summary of Rock Dump Exploration Results Tailings Dam Sampling Programme Background Shelby Tube Sampling Methodology Summary TSF Exploration Results New Combined TSF Grab Sampling Underground Channel Samples Background Underground Channel Sampling Procedures and Protocols Channel Sample Results Summary of GWMG Sampling Campaign Sampling Methodology for the Diamond Drilling Programme Field Quality Control and Quality Assurance Bulk Density Determinations Conclusions to Steenkampskraal Project Exploration Greater Steenkampskraal Project Exploration Reconnaissance Investigation Confirmation of Monazite Occurrences Historical Trenching and Collar Confirmation Geological Mapping Roode Wal Monazite Occurrence Uilklip Monazite Occurrence Ground Scintillometer Survey Survey Parameters Channel Sampling Airborne Geophysical Survey Survey Interpretation... 95

15 June 2014 xiv Exploration Target Generation Drilling Diamond Drillhole Procedures Topographic Control Downhole Survey Geological Logging Methodology Drillhole Sampling Methodology and Density Measurement Drillhole Database Results of the Drilling Programmes Sample Preparation, Analyses and Security Sample Preparation and Security Analytical Methodology Metallurgical Testwork Sample Preparation and Analysis Quality Control and Quality Assurance Data Analysis Quality Control and Assurance Conclusions Data Verification Mineral Processing and Metallurgical Testwork Metallurgical Testwork Samples Bench Scale Beneficiation Testwork Bench Scale Cracking Testwork Caustic Cracking Acid Cracking Bench Scale Hydrometallurgical Purification Testwork Double Salt Precipitation Caustic Conversion Removal of Cerium by Drying HCL Leach to Remove Cerium and Thorium Radium Removal Ion Exchange Polishing Actinium and Lanthanum Removal REE Carbonate Precipitation Impurity Removal from Double Salt Precipitate Mother Liquor Bench Scale Filtration and Solid/Liquid Testwork Mini-Pilot Plant Testwork Mini-Pilot Plant Testwork Conclusions Variability Testwork Process Plant Recovery Estimate Conclusions for Mineral Processing and Metallurgical Testwork Mineral Resource Estimates Issues that Materially Affect the Mineral Resource Statement Database and Data Preparation Geological and Mineralisation Domains Assumptions and Parameters Compositing of Sample Intervals Statistical Analysis of the Composited Data Density Measurement Distribution Declustering and Treatment of Extreme Values Variography Estimation Methodology Kriging Neighbourhood Analysis Block Model, Grade Interpolation and Boundary Conditions Block Model Validation TSF Mineral Resource Estimate Mineral Resource Classification Criteria Mineral Resource Report

16 June 2014 xv Mineral Resource Estimate for Thorium and Uranium Mineral Reserve Estimates Mining Methods Central Historic Mine Area Hydrogeological Factors Geotechnical Review Mining Methodology Down Dip Mining Long Hole Open stoping Mine Plan, Access and Stoping Layout Long Term Radioactive Materials Storage Support Designs for Selected Mining Methodologies Down Dip Conventional Stoping Long Hole Open Stoping Primary Development Support Parameters Mine Production Schedule Mining Underground Infrastructure Mining Fleet and Equipment Requirements Manpower Planning and Labour Requirements General Radiation Model Radiation Risk Mitigation Radiation and Occupational Health Status Monitoring Ventilation Model Mining Study Conclusions and Potential Optimisations Recovery Methods Process Description and Design Parameters Metallurgical Plant Feedrate Flexibility Metallurgical Plant - Comminution Circuit Metallurgical Plant Concentrator Circuit Hydrometallurgical Plant General Process Plant Infrastructure and Reagents Process Plant Operational Plan Process Plant Supply and Logistics Sulphur Burning/Acid Generation Plant Radiation Control Measures Potential Extraction of Co-products Thorium Uranium Recovery Scandium Recovery Gold and Silver Recovery Copper Recovery Helium Recovery Gallium and Germanium Recovery Phosphate Recovery Risk Assessment Process Plant Conclusions Project Infrastructure Geotechnical Investigation Steenkampskraal Mine Surface Infrastructure and Site Layout Steenkampskraal Mine Surface Infrastructure Staff Accommodation Facility Stockpiles Steenkampskraal Process Plant Complex Buildings and Structures

17 June 2014 xvi Control System Steenkampskraal Project Power Supply, Management and Infrastructure Off Grid Power Supply Steenkampskraal Project Water Supply, Management and Infrastructure Ground Water Sources Bulk Water Supply Infrastructure and Reticulation Surface Water Management Firewater System Waste Water Infrastructure Solid Waste Management and Infrastructure Steenkampskraal Mine Roads Steenkampskraal Mine Landing Strip and Helipad Communications, Surveillance and IT Infrastructure Tailings Storage Facility Design Market Studies and Contracts REE Applications International Trade in REEs REE Global Supply REE Global Demand REE Global Pricing Chinese Export Quotas Historic and Current Price Trends and Price by Demand Sector Present Price Trends Future Price Trends Pricing Guidance - Present to Price Forecast Summary Material Contracts Environmental Studies Statutory Framework and Legislative Requirements Conclusions to Environmental Compliance Review Baseline Studies and EMPr Amendment Scope Radiological Baseline Studies EMPr Amendment Baseline Studies Waste and Tailings Disposal, Site Monitoring and Water Management Environmental Financial Provision Costs Associated With Permit Condition Compliance Environmental Closure Liability Department of Energy Authorisation International Regulatory Framework Conclusions - Environmental Aspects of the Steenkampskraal Project Capital and Operating Costs Capital Expenditure Mining Capital Expenditure Process Plant Capital Expenditure Total Steenkampskraal Project Capital Expenditure Estimate Operating Expenditure Mining Operational Expenditure Process Plant Operating Costs Summary Steenkampskraal Project Operating Costs Economic Analysis Conclusions to the Economic Analysis Adjacent Properties Other Relevant Data and Information

18 June 2014 xvii Radiation Protection Management Plan for the Construction Phase Risk Assessment Project Execution Plan Interpretation and Conclusions Recommendations Effective Date and Signatures References Glossary Acronyms and Abbreviations Appendix 1 : South African Mining Law South African Mining Law Appendix 2 : Steenkampskraal Project Compliance with International Regulatory Framework Appendix 3 Qualified Persons Certificates

19 June 2014 xviii List of Figures Figure 1 : Regional Locality and Infrastructure of the Steenkampskraal Project 22 Figure 2 : Legal Tenure of the Steenkampskraal Project and Greater Steenkampskraal Project 23 Figure 3 : Corporate Structure of Great Western Minerals Group 28 Figure 4 : Historic and Current Steenkampskraal Project Infrastructure 31 Figure 5 : Steenkampskraal Project Feasibility Study Concept 32 Figure 6 : Physiography, Climate and Vegetation of South Africa 46 Figure 7 : Topo-cadastral Map of the New Order Mining Right Region 47 Figure 8 : Physiography and Vegetation of the Steenkampskraal Project Area 48 Figure 9 : Historic and Current Infrastructure at the Steenkampskraal Project 53 Figure 10 : Regional Tectono-Metamorphic Terranes of Southern Africa 61 Figure 11 : Regional Geology of South Africa and the Western Cape Province 62 Figure 12 : Structural and Depositional History of the Bushmanland Terrane 63 Figure 13 : Structural Interpretation and Geology of the Greater Steenkampskraal Project Area 66 Figure 14 : Geology of the Steenkampskraal Project 67 Figure 15 : Structural Interpretation of the Central Historic Mine Area 69 Figure 16 : Characteristics and Relationships between the Mineralisation Types of the Mineralised Monazite Vein 75 Figure 17 : Geochemical Spatial Distribution and Characterisation 76 Figure 18 : Historic and GWMG Exploration Drilling Programmes on Steenkampskraal Project 79 Figure 19 : Results of Various Geophysical Surveys 81 Figure 20 : Sampling Programmes on the Historic TSFs 84 Figure 21 : Central Historic Mine Area Layout and Underground Channel Sampling Campaign 87 Figure 22 : Greater Steenkampskraal Project Exploration 93 Figure 23 : Geophysical Survey Interpreted Exploration Target Areas 97 Figure 24 : Results of the Steenkampskraal Drilling Programme and Mineralisation Definition 99 Figure 25 : Results of Testwork for the Metallurgical Plant 110 Figure 26 : Mini-Pilot Plant Process Flow 115 Figure 27 : Structural Fault Model and Litho-structural Domains for Steenkampskraal Project 121 Figure 28 : Density Measurement and Grade Distribution 124 Figure 29 : Variograms for TREO% 127 Figure 30 : Surface Expression of the October 2013 Mineral Resource Estimate 130 Figure 31 : Mining Methodologies Selected for Steenkampskraal Mine 141 Figure 32 : Steenkampskraal Project Site Layout 144 Figure 33 : 3D Steenkampskraal Project Site Layout 145 Figure 34 : Steenkampskraal Mine 3D Design 146 Figure 35 : Steenkampskraal Mine 3D Design and Storage Vault Position 148 Figure 36 : LoM Mining Production Schedule 152 Figure 38 : Steenkampskraal Process Plant Flow Design 165 Figure 39 : Steenkampskraal Process Plant Layout 169 Figure 40 : Surface Geotechnical Sampling Sites 175 Figure 41 : Bulk Water Supply and Hydrogeological Study Borehole Sites 181 Figure 42 : REE Price Trends 189 Figure 43 : REE Price Trends per Market Sector 190 Figure 44 : Discounted Cash Flow Model for the Steenkampskraal Feasibility Study 215 Figure 45 : Sensitivity Analysis 216

20 June 2014 xix List of Tables Table 1 : The Rare Earth Elements and Their Uses 24 Table 2 : Conversion Factors used to Convert REEs to REOs 25 Table 3 : REE Bearing Minerals 26 Table 4 : Contributing Consultants, Qualified Person's Responsibility and Site Visits 39 Table 5 : Legal Tenure for the Steenkampskraal and Greater Steenkampskraal Projects 42 Table 6 : Historic Ownership and Exploration of the Steenkampskraal Project 54 Table 7 : Anglo American Prospecting Services Exploration 1985 to Table 8 : Comparative Summary of Historical Resource and Reserve Estimates 57 Table 9: Namaqua-Natal Metamorphic Province/Namaqua Sector Subdivisions 64 Table 10 : Summary of all Non-Drillhole Sampling at the Steenkampskraal Project 78 Table 11 : Summary of the 2011 Historic Main Rock Dump Assay Results 83 Table 12 : Summary of TSF Assay Results 85 Table 13 : Grab Sample Results from the New Combined TSF 85 Table 14 : Summary of the Channel Sample Assay Results 86 Table 15 : Statistical Summary of the Assay Sample Results 88 Table 16 : Summary of the Roode Wal 74 and Uilklip 65 Channel Sample Assay Results 94 Table 17 : Airborne Geophysical Survey Parameters for Greater Steenkampskraal Project 95 Table 18 : Summary of GWMG Drilling Campaigns for the Steenkampskraal Project (2011 to 2013) 96 Table 19 : Summary of Certified Reference Materials and QA/QC 102 Table 20 : Metallurgical Samples for both Bench Scale and Mini-Pilot Plant Testwork 106 Table 21 : Summary and Results of the Beneficiation Metallurgical Testwork 108 Table 22 : Summary of the Mini-Pilot Plant Testwork (Source : GWMG 2014) 114 Table 23 : Process Flow Unit Recovery Estimates 117 Table 24 : Major Faulting and Fault Chronology in Geological Model 120 Table 25 : Statistical Summary of Composited Data within the Mineralised Monazite Vein 122 Table 26 : Back Transformed Variogram Models 125 Table 27 : Estimation Search Parameters 126 Table 28 : Current Steenkmpskraal Project TSF Mineral Resource Estimates 128 Table 29 : Grade Tonnage Relationship at Various Cut-off Grades 131 Table 30 : Summary Mineral Resource Estimate for Steenkampskraal Project October Table 31 : Detailed Mineral Resource Estimate for the REO Suite plus Yttrium October Table 32 : Detailed Mineral Resource Estimate for REO Suite - October Table 33 : Mineral Resource Estimate for Thorium and Uranium - October Table 34 : Mineral Resource to Mineral Reserve Modifying Factors 134 Table 35 : Mineral Reserve Estimate for the Steenkampskraal Project - March Table 36 : Geotechnical Design Criteria 139 Table 37 : Vertical Spacing between Sill Pillars 149 Table 38 : Long Hole Open Stope Strike Span and Pillar Dimensions 149 Table 39 : Summary Mine Production Statistics 151 Table 40 : Employees per Mining Department 154 Table 41 : Employee per Grade 155 Table 42 : Naturally Occurring Radioactive Decay Series 157 Table 43 : Target Mine Air Quantities 160 Table 44 : Steenkampskraal Process Plant General Design Criteria 163 Table 45 : Design Mass Balance for the Steenkampskraal Process Plant 166

21 June 2014 xx Table 46 : Manpower Requirements for the Steenkampskraal Processing Plant 168 Table 47: Summary of Geotechnical Studies Completed at the Steenkampskraal Project. 174 Table 48: March 2014 Geotechnical Work Completed on the Priority Area Investigations. 174 Table 49: Simplified 2014 Geotechnical Hole Profiles. 176 Table 50: Steenkampskraal Mine Support Surface Infrastructure. 177 Table 51: Staff Accommodation Facility Details. 177 Table 52: Building and Structure Details of the Steenkampskraal Process Plant. 178 Table 53: Steenkampskraal Identified Production Borehole Yield Details. 180 Table 54: Treated Water Storage and Reticulation Details. 182 Table 55: Steenkampskraal Project Surface Water Management Infrastructure. 182 Table 56: Waste Water Component Treatment Systems. 183 Table 57: Access Road Descriptions for the Steenkampskraal Project. 184 Table 58 : REE Demand Application Sectors and Global Demand Estimates (Source GWMG 2014) 185 Table 59 : Steenkampskraal Project Production Versus Global Market Demand 186 Table 60 : REE Demand Sector Pricing History 188 Table 61 : Trailing Average and Current REE Prices (15 May 2014) 188 Table 62 : Future Influence on Demand by Sector (Present to 2016) 191 Table 63 : Statutory Framework and Legal Requirements for the Steenkampskraal Project 193 Table 64 : Current Environmental and Social Compliance Status for the Steenkampskraal Project 194 Table 65 : Summary of Previous Environmental and Social Studies 196 Table 66 : Cost of Specialist Studies for the 2014 Steenkampskraal Project EMPr Amendment 202 Table 67 : Current Cost Estimate for Environmental Parameter Sampling and Monitoring 203 Table 68 : Summary of Mining Capital expenditure 206 Table 69 : Summary of the Value Engineering Options Considered 207 Table 70 : Summary Steenkampskraal Processing Plant Capital Expenditure 209 Table 71 : Summary of Steenkampskraal Project Capital Expenditure 210 Table 72 : Summary Mining Operating Cost 211 Table 73 : Summary Optimised Operating Expenditure for Steenkampskraal Process Plant over the Life of the Project* 211 Table 74 : Steenkampskraal Operating Expenditure over Project Life 212 Table 75 : Economic Input Parameters for the Steenkampskraal Project Economic Analysis 212 Table 76 : REO Prices Used in Revenue Calculations 213 Table 77 : Three Year Trailing Average Price for REOs (15 May 2011 to 14 May 2014) 213 Table 78 : Technical Input Parameters 213 Table 79 : DCF Results for the Steenkampskraal Feasibility Study in CAD 214 Table 80 : DCF Results for the Steenkampskraal Feasibility Study in ZAR 214 Table 81 : Risk Categorisation for the Steenkampskraal Project 217 Table 82 : Risk Matrix for the Steenkampskraal Project Risk Assessment 217 Table 83 : GWMG Compliance to the Terms and Conditions of the COR Table 84 : Risk Assessment Results 219 Table 85 Steenkampskraal Project Development and Construction Schedule 220 Table 86 : Detailed Legislative Requirements for the Steenkampskraal Project 244 Table 87 : IFC BPG Compliance Status for the Steenkampskraal Project 250

22 June Introduction NI Item 2 (a), 2 (b) Venmyn Deloitte (Proprietary) Limited (Venmyn Deloitte) was requested by Great Western Minerals Group Ltd. (GWMG) to co-ordinate, independently review and prepare a Canadian National Instrument (NI ) Independent Technical Report (ITR) on the results of a feasibility study on the Steenkampskraal Rare Earth Element Project (Steenkampskraal Project or the project) in the Western Cape province of South Africa. The Steenkampskraal Feasibility Study (or feasibility study) was initiated in October 2013 by GWMG in order to evaluate in detail the economic viability of the Steenkampskraal Project. GWMG is a Canadian based publicly traded exploration, mining and speciality rare earth element alloy manufacturing company. The GWMG strategic focus is to create a vertically integrated business model which incorporates the entire development cycle from mining of a rare earth element enriched mineral asset, through beneficiation to rare earth element concentrates, separation into high purity rare earth element compounds and/or metals, and finally to the manufacturing and supply of rare earth element based alloys and high purity metals. GWMG has headquarters in Saskatchewan, Canada and trades on the Toronto Stock Exchange venture capital market (TSX-V) under the ticker GWG. In addition, the company is registered on the United States over-thecounter public market OTCQX International, operated by OTC Markets Group Incorporated, which offers non- United States companies listing on a qualified international stock exchange without the duplicative regulatory requirements of a traditional United States exchange listing. In order to meet the requirements for classification in the top tier of a OTC listing, a company must meet stringent financial standards, be current in its disclosure and be sponsored by a third party United States investment bank or law firm advisor. GWMG is ranked in the top tier OTC market place and trades under the ticker GWMGF. GWMG is the holder of several wholly owned subsidiary companies and mineral resource projects (as outlined in Section 1.3) the latter of which include the Steenkampskraal Project in South Africa, as well as three rare earth element exploration and development properties in North America. The Steenkampskraal Project is an advanced brownfields exploration project at the strategic point of reclassification as a development project. The project is centred on the historic Steenkampskraal thorium mine located in the Western Cape province of South Africa, which was exploited by a subsidiary of Anglo American Corporation between 1952 and 1963 for its thorium content (Figure 1). The Steenkampskraal Project mining right is located in the northern region of the Western Cape province of South Africa within Portion 1 of the farm Steenkamps Kraal 70, as illustrated in Figure 2. The thorium and rare earth bearing monazite deposit at the Steenkampskraal Mine has been the subject of several post 1963 technical studies and mineral resource estimates. A Preliminary Economic Analysis (PEA) was completed by Snowden Mining Industry Consultants (Pty) Ltd (Snowden) on behalf of GWMG in December 2012 which demonstrated the economic viability of the project and informed the Steenkampskraal Feasibility Study in terms of technical and economic trade-off studies and options. The feasibility study was intended to investigate at higher degrees of confidence, the optimal mining methodology, the most appropriate and cost effective processing route and estimate the capital and operational costs for an underground mine, concentrator, hydrometallurgical plant and associated infrastructure. In addition, the feasibility study would incorporate new exploration results and an updated mineral resource estimate for the project. The purpose of this ITR therefore, is to summarise and document the results of the Steenkampskraal Feasibility Study on the GWMG wholly owned, flagship Steenkampskraal Project only and is not intended to disclose any technical or economic information relating to the non-south African GWMG exploration projects or any of its subsidiary companies, other than the two entities directly associated with the project, namely Steenkampskraal Monazite Mine (Pty) Ltd. which is the wholly owned subsidiary holding the New Order Mining Right for the Steenkampskraal Project and Rare Earth Extraction Co. Limited (see Section 1.3). The current disclosure in this ITR is specifically compliant with:- the Canadian National Instrument Standards for Disclosure for Mineral Projects (Form F1) and the Companion Policy Document CP (NI ); the disclosure and reporting requirements of the TSX as stipulated in the 2007 TSX Company Manual; the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards (2014); and

23 REGIONAL LOCALITY AND INFRASTRUCTURE OF THE STEENKAMPSKRAAL PROJECT Musina Nababeep N 14 BOTSWANA Pretoria MOZAMBIQUE Kleinsee Springbok NORTHERN CAPE NAMIBIA Vaal Johannesburg SWAZILAND Hondeklipbaai N 7 Kamieskroon Garies Tugela Saldanha Cape Town Northern Cape Western Cape North West Source: GWMG and Venmyn Deloitte, 2014 Orange STEENKAMPSKRAAL PROJECT LESOTHO 22 E 30 E Free State Eastern Cape Gauteng Limpopo Mpumalanga Kwazulu- Natal 0 450km Scale O S Durban LEGEND Towns and Cities Railway Main Roads River Provincial Boundary Western Cape Province Matzikama Municipality Municipality Headquarters Okiep Copper District 30 S O S 0 Scale STEENKAMPSKRAAL PROJECT ATLANTIC OCEAN 40km Kotzesrus Rietpoort Stompneusbaai Paternoster Veldrif Vredenburg Saldanha Bitterfontein Langebaan O 18 E Klawer Vanrynsdorp Vredendal Lamberts Bay Piketberg Hopefield N 7 Loeriesfontein Nieuwoudtville Clanwilliam Citrusdal Porterville Moorreesburg Calvinia Uitspankraal WESTERN CAPE VMD1445_GWMGSteenkampskraal_2014 Steenkampskraal Project Figure 01

24 Steenkampskraal Project Figure 02 LEGAL TENURE OF THE STEENKAMPSKRAAL PROJECT AND GREATER STEENKAMPSKRAAL PROJECT STEENKAMPSKRAAL PROJECT Lamberts Bay Atlantic Ocean Saldanha Bitterfontein Vanrynsdorp Vredendal N 7 Clanwilliam Citrusdal WESTERN CAPE NORTHERN CAPE Calvinia Uitspankraal LEGEND Towns Railway National Roads Main Roads Secondary Roads Rivers Farm Boundary text Historic Prospecting Right Exploration Prospecting Right Boundary (Greater Steenkampskraal Project) Mining Right Boundary (Steenkampskraal Project): Steenkamps Kraal 70 Ptn1 Steenkampskraal Mine Site Provincial Boundary Kliprand 30 36'0"S NORTHERN CAPE WESTERN CAPE R '0"S R358 Warm Viool 20 Tafelberg 64 De Put 66 Roode Wal 74 Samuel Vlakte '0"S Bitterfontein Groot-Banke Banken Vlermuis Gat 104 Klein-Banke Rietkloof 459 Brandewynskraal 69 Dorst Vlakte Uilklip 65 Bushmans Graaf Water 68 Nabeep 102 Kruispad 72 Steenkamps Kraal 70 RE STEENKAMPSKRAAL MINE SITE Melkbosch Vlakte '0"S 31 0'0"S DR2330 N '0"S Nuwerus 0 Scale 15km 18 16'30"E 18 22'30"E 18 28'30"E 18 34'30"E 18 40'30"E 18 46'30"E Source: GWMG VMD1445_GWMGSteenkampskraal_2014

25 June CIMVAL Standards and Guidelines for Valuation of Mineral Properties (2003). Each section of the ITR is designated with the relevant NI Item number (NI Item) and the guidelines are considered by Venmyn Deloitte to be a concise recognition of best practice due diligence methods and accord with the principles of open and transparent disclosure that are embodied in internationally accepted Codes for Corporate Governance. These standards of disclosure are the minimum standard for Venmyn Deloitte technoeconomic due diligence and embody current trends in technical and economic evaluation of mineral properties The Rare Earth Element Characteristics and Uses The rare earth elements (REEs) (also known as the rare earth metals) are defined according to the International Union of Pure and Applied Chemistry (IUPAC) as comprising a suite of seventeen elements in the periodic table, specifically the fifteen lanthanoids or lanthanides, together with scandium and yttrium, as summarised in Table 1. Scandium and yttrium are classified together with the lanthanides since they tend to occur in the same mineral deposits as the lanthanides and exhibit similar chemical properties. The lanthanides constitute a series of elements in the periodic table with atomic numbers 57 (lanthanum) through to 71 (lutetium). The current dominant end uses for the REEs are automobile catalysts, phosphors for flat screen displays in colour television and cell phone displays, permanent magnets, rechargeable batteries, powerful permanent magnets for defence applications and wind turbines (Harmer 2011) as summarised in Table 1. Table 1 : The Rare Earth Elements and Their Uses ELEMENT SYMBOL LIGHT/HEAVY USES APPLICATIONS Lanthanum Cerium Praseodymium Neodymium La Ce Pr Nd Light LaNiH batteries, phosphors, fluid cracking catalysts, auto catalysts, glass additive, polishing powders Permanent magnets, LaNiH batteries, phosphors Permanent magnets, LaNiH batteries, fluid cracking catalysts, auto catalysts, glass additive LaNiH batteries for hybrid vehicles, alloys for rechargeable batteries Permanent magnets for wind turbines, hybrid electric vehicles, computer hard drives, mobile phones, medical scanners and power tools Promethium Pm Radiation source, phosphor Thickness gauges, atomic batteries Samarium Sm Permanent magnets SmCo batteries, chemical reagents Europium Eu Phosphors, fibre optics Phosphors for Light Emitting Crystal Diodes Gadolinium Gd Phosphors (LCD), Light Emitting Diodes (LEDs) fluorescent lights Terbium Tb Permanent magnets, phosphors, fibre optics Fibre optics; used for signal amplification Dysprosium Dy Permanent magnets, phosphors Permanent magnets, phosphors Colourant for cubic zirconium, solid state lasers, Holmium Ho Permanent magnets optical spectrophotometer Heavy Is important as a doping agent in optical fibres, Erbium Er Glass additive, fibre optics where it enables the fibre to be optically pumped to act as an amplifier for passing signals. Thulium Tm Lasers, portable X-ray sources, high temperature superconductors Lasers, X-Ray sources Ytterbium Yb Gamma ray source, doping of stainless steel, stress gauges Gamma ray source Lutetium Lu Catalysts, petroleum cracking Catalysts, optical lenses Scandium Sc Phosphors Yttrium Y Phosphors Source : Harmer 2011 The REEs, with the exception of the unstable, radioactive promethium, are relatively abundant in the earth s crust, with cerium present in concentrations similar to those of copper. However, because of their geochemical properties, REEs are typically dispersed throughout the crust and are rarely found in economically exploitable concentrations. Scandium exhibits some chemical properties that are similar to REEs but rarely occurs in the same minerals as the lanthanides. Traditionally, the REEs are sub-divided into light REEs (LREEs) and heavy REEs (HREEs) as summarised in Table 1, with the LREEs occurring naturally in greater quantities than the HREEs. The exact point of subdivision has become somewhat contentious but is traditionally based on criteria which include the electronic structure of the element.

26 June On a strictly atomic structure basis, the LREEs would be classified as those with no paired 4f electrons in their outer electron orbitals and this classification would result in europium being included in the LREEs. However, much of the industry public reporting includes europium in the HREEs and while recognised by GWMG as not entirely theoretically correct, this ITR has included europium in the HREE group in order to be compliant with general industry practise. The IUPAC subdivision of the REEs further allows for the definition of medium REEs namely samarium, europium and gadolinium but these are generally not distinguished in mining studies and are therefore for the purposes of the feasibility study, samarium is included in the LREEs and europium and gadolinium are included in the HREEs. The REEs are notoriously difficult to separate from each other once they have been liberated from REE bearing minerals, as the lanthanides display very uniform chemical characteristics. The REEs generally form X +3 ions (3+ oxidation state, REE 2O 3) except for europium (Eu) and cerium (Ce), which occur as Eu +3 and Eu +2 and Ce +3 and Ce +4, respectively. All total rare earth oxide (TREO) assays presented in this report are based on the oxidation states given in Table 2 and it should be noted that Ce, Pr and Tb are not in the 3+ oxidation state. The REE concentrations in any given deposit generally exhibit jagged distributions, as a consequence of elements with even atomic numbers occurring in higher concentrations relative to adjacent odd atomic numbered elements. To smooth this distribution, the REEs are typically normalised to chondrite values Table 2 : Conversion Factors used to Convert REEs to REOs ELEMENT CONVERSION FACTOR TREO ASSAY OXIDATION STATES La La 2O 3 Ce CeO 2 Pr Pr 6O 11 Nd Nd 2O 3 Sm Sm 2O 3 Eu Eu 2O 3 Gd Gd 2O 3 Tb Tb 4O 7 Dy Dy 2O 3 Tm Tm 2O 3 Ho Ho 2O 3 Er Er 2O 3 Yb Yb 2O 3 Lu Lu 2O 3 Y Y 2O REE Grade Nomenclature Public domain reporting of REE grades is inconsistent in the expression of both the in situ REE content within a deposit, as well as the REE grades used in economic evaluations and the following are some of the more typical formulations:- the in situ REE grade for each individual lanthanide is expressed as an oxide content/percentage of the deposit, namely percentage REE oxide (%REO). Several lanthanide oxides can contribute to the grade and therefore the %REO will be a specific formulation reflecting the relative proportions of the REOs in each deposit; the in situ REE grade can be expressed as a total percentage of all the lanthanide oxides in a deposit (total rare earth oxide or TREO) irrespective of whether or not they are all recovered in the processing of the REE bearing material. The %TREO will be calculated based on the relative proportions of all the REOs in the in situ deposit; REO grade can be expressed as a percentage of the high value or critical REOs (%Critical REOs) only and this grade does not reflect the overall in situ %TREO;

27 June the REO grade can be expressed as the %REO of only those REOs that are recovered in the processing of the ore (%Recovered REOs); and the REO grade can be expressed as the in situ or product grade of only those lanthanide oxides that are considered economic under current market conditions. The formulation therefore reflects the contents/percentage of the saleable REOs (%Saleable REOs) and considers the remaining lanthanide oxides to be waste. Given these various REE grade expressions, considerable care must be exercised in comparison of the mineral resource base of REE projects to ensure that only equivalent grades are compared. The convention utilised in this ITR is to present the in situ grades as %TREO+Y 2O 3 for comparative purposes with other projects in the public domain. See Section 1.5 for a discussion of the definition of %Saleable REOs REE Mineralogy Economically exploited REE deposits most commonly comprise the REE bearing phosphate mineral monazite and the fluorcarbonate bastnasite (Table 3). Some additional minerals mined for their REE content include xenotime, apatite, yttrofluorite and gadolinite. Table 3 : REE Bearing Minerals MINERAL FORMULA Allanite (epidote Group) (Ca, REE, Th)(Al,Fe) 3(Si 3O 12)O(OH) Aeschynite (Ca, REE,Fe,Th)(Ti, Nb) 2(O,OH) 6 Bastnasite (Ce,La,Pr)(CO 3)F Columbite/tantalite (Mg,Fe,Mn)(Nb,Ta) 2O 6 Euxenite (Y,Ca,Ree,U,Th)(Nb,Ta,Ti) 2O 6 Fergusonite (REE)NbO 4 Gadolinite (REE,Y) 2FeBE 2Si 2O 10 Loparite (Na,Ca,Ce,Sr) 2(Ti,Ta,Nb) 2O 6 Monazite-Ce (Ce,La,Pr,Nd,Th,Y)PO 4 Monazite-La (La,Ce,Nd,Pr)PO 4 Monazite-Nd (Nd,La,Ce,Pr)PO 4 Monazite-Sm (Sm,Gd,Ce,Th)PO 4 Orthite (Ca,Ce) 2(Al,Fe) 3Si 3O 12(O,OH) Parisite Ca(Ce,La) 2(CO 3)F 2 Priorite (Y,Er,Ca,Th)(Ti,Nb) 2O 6 Pyrochlore (Na,Ce,REE,Y,U,Th) 2(Nb,Ti,Ta) 2(O,)H) 6 Samarskite (Y,Fe,U,Th,Ca)(Nb,Ta) 2O 8 Thorite ThSiO 4 Xenotime Y(PO) 4 Yttrocerite (Ca,Y,Ce,Er)F 2(H 2O) 3 Monazite is the main REE bearing mineral in the Steenkampskraal Project vein deposit and the mineral essentially comprises a group of minerals, with very similar chemical and physical properties. The name derives from a Greek word meaning to be solitary, which aptly describes the typical single crystal habit of the mineral. The yellow to brown coloured, monoclinic monazite mineral group has at least four members, classified according to the relative proportions of the characteristic REEs accommodated in the crystal lattice and the presence or not of thorium:- Monzatite-Ce (Ce,La,Pr,Nd,Th,Y)PO 4; Monazite-La (La,Ce,Nd,Pr)PO 4; Monazite-Nd (Nd,La,Ce,Pr)PO 4; and Monazite-Sm (Sm,Gd,Ce,Th)PO 4. The cerium end-member is the most common form of the monazite group and silica can be present as a replacement for a portion of the phosphate forming a limited solid solution. Monazite is often associated with the hydrous silicate allanite which can act as a replacement and/or alteration mineral and is known to be present in the Steenkampskraal Project deposit.

28 June Generic REE Ore Processing Requirements Generally, REE enriched material requires multi-stage ore processing which can be generically described as physical upgrading of the run-of-mine (RoM) material, followed by chemical beneficiation (acid or alkaline cracking), removal of impurities and final separation of the individual REEs or compounds through selective oxidation/reduction, fractional precipitation, solvent extraction and/or ion exchange. The generic REE process route is summarised as follows:- multi-step physical upgrading of the RoM material to produce an REE enriched concentrate. The physical upgrade generally includes some or all of the following: comminution, screening, flotation, density separation, electrostatic and electromagnetic separation; acidic or alkaline cracking, often at raised temperatures, to produce metallic chlorides, hydroxides or sulphates with subsequent precipitation of REE compounds for separation; removal of impurities; separation of the individual metallic compounds through processes that exploit the slight differences in chemical behaviour of REEs adjacent in the Periodic Table, through selective oxidation, selective reduction, fractional precipitation, solvent extraction or ion exchange; and final pyrometallurgical refining to produce single element metals or multiple element alloys as specified by the end-users GWMG Vertically Integrated Business Plan and Corporate Structure GWMG s vertically integrated business model currently comprises the majority of the mine production, physical concentration and hydrometallurgical processing stages in the typical REE beneficiation described in Section 1.2, namely:- the production of REE bearing run-of-mine (RoM) material from the historic Steenkampskraal Mine and the proposed new underground development which will exploit the REE bearing monazite deposit to produce RoM for a processing plant incorporating both metallurgical and hydrometallurgical sections at the Steenkampskraal Mine site; the production of a mixed REE carbonate concentrate from the process plant which is to be toll-treated by a third party at a geographically separate solvent extraction plant which will produce individual, specific purity REOs; and the conversion of the REO oxides to metal and then to speciality alloys by a wholly owned subsidiary company located in the United Kingdom. Most of the mining and processing stages described above are currently planned to be undertaken by GWMG within separate legal entities, which are responsible for specific components of the business model (as illustrated in Figure 3). The parent group company is Canadian registered GWMG which holds a 100% interest in a mining and extraction company based in South Africa and a metal and alloy production facility, Less Common Metals Limited (LCM) in the United Kingdom (see Figure 3). The South African registered REE mining and extraction company, Rare Earth Extraction Co. Limited (Rareco) was listed on the Johannesburg stock exchange (JSE Limited) Venture Capital Board between 1996 and The company raised funding through the listing to acquire the prospecting rights to the Steenkampskraal Mine region, to undertake mineral resource definition exploration on these rights, to prepare an environmental management programme (EMPr) and to apply for a New Order Mining Right over the historic Steenkampskraal Mine. GWMG acquired 100% of the ordinary shares of Rareco in July 2011, which in turn owns 74% of the ordinary shares of a subsidiary company, Steenkampskraal Monazite Mine (Pty) Ltd., the remaining 26% of which are held by the Broad Based Black Economic Empowerment (BBBEE) entity, Steenkampskraal Workers Trust, established to comply with provisions relating to section 2(d) and (f) of the South African Mineral and Petroleum Resources Development Act 28 of 2002 (MPRDA) (see Appendix 1). Steenkampskraal Monazite Mine (Pty) Ltd. converted its Old Order Mining Right to a New Order Mining Right in 2010 and it is this mining right which forms the basis of the Steenkampskraal Project.

29 CORPORATE STRUCTURE OF GREAT WESTERN MINERALS GROUP Great Western Minerals Group Ltd. (GWMG) 100% 100% LCMG Limited (LCMG) 100% Less Common Metals Limited (LCM) GWMG - located in, Saskatoon, SK, Canada - holding group of companies LCM - located in Ellesmere Port, United Kingdom - manufacturer of Rare Earth Element specialist alloys and high purity metals RareCo - registered in Somerset West, South Africa, (Reg. No: 1989/003212/06) STL- South African registered company, (Reg. No: 2011/008786/06) Steenkampskraal Monazite Mine - private company registered in Somerset West, South Africa (Reg. No: 1996/005582/07) - RareCo has a 74% shareholding SWT - Broad Based Black Economic Empowerment entity 100% Processing OpCo (to be incorporated) Rare Earth Extraction Co. Limited (RareCo) 22% Steenkampskraal Thorium Limited (STL) 74% Steenkampskraal Monazite Mine (Pty) Ltd. 26% Steenkampskraal Workers Trust (SWT) LEGEND Canada United Kingdom United States of America South Africa Steenkampskraal Project Note: The company names with abbreviations provided above are the official names on legal registration documentation Source: GWMG 2014 VMD1445_GWMGSteenkampskraal_2014 Figure 03

30 June Previously Rareco held shares in three additional South African based subsidiaries, two of which are in the process of corporate restructuring and rationalisation. The post restructuring group structure will be as shown in Figure 3, which provides for a new company, Processing OpCo which is currently being incorporated. The resultant GWMG corporate structure will entail the operation of Steenkampskraal Mine by Steenkampskraal Monazite Mine (Pty) Ltd. and the processing of the RoM from the mine through a processing plant operated entirely by Processing OpCo. The RoM will be sold to Processing OpCo for the production of the REE carbonate concentrate, which will in turn be transported to a third party toll treater to be separated into REOs and sold, either to LCM or direct to market for further processing into downstream REE products. GWMG, through Rareco, is the largest individual shareholder at 22%, in Steenkampskraal Thorium Limited as illustrated in Figure 3. The metal and alloy manufacturing facility comprises a single wholly owned subsidiary, Less Common Metals Limited (LCM) (see Figure 3). LCM was acquired by GWMG in 2008 and supplies global magnet manufacturers from its facility in Ellesmere Port, United Kingdom. LCM has considerable expertise in the production of materials with strict compositional tolerances and controlled microstructures. LCM provides the following products to a growing market:- neodymium-iron-boron and samarium-cobalt alloys for the permanent magnet industry; REE alloys, including magneto-optic and magneto-strictive materials; and high purity REE alloys Definition of Terms The nomenclature used in previously published technical reports on the Steenkampskraal Project is inconsistent and confusing as in many instances several different terms exist between various reports for a single project component. The terms in italics listed below, have been rationalised for use in the feasibility study and are used throughout this ITR with the specific definitions as presented for each term. The definitions are provided in the beginning of the technical report before a detailed project description has provided the context for the terms but Venmyn Deloitte considered it important to provide early clarity while recognising that the terms may only be comprehendible in the context of the specific report section in which they are used. The location of the various infrastructure elements defined below is presented in Figure 4 :- Steenkampskraal Feasibility Study (feasibility study):- the feasibility study initiated by GWMG in October 2013, the results of which are reported in this ITR. The scope and terms of reference of this study are presented in Section 1.5 and illustrated in Figure 5; Steenkampskraal Project (the project):- includes the New Order Mining Right over the historic Steenkampskraal Mine, the new underground development to be undertaken by GWMG, historic surface tailings storage facility (historic TSF) material, historic rock dumps and an REE processing plant and associated infrastructure (Figure 5); Greater Steenkampskraal Project:- comprises the GWMG exploration properties under a consolidated exploration licence, excluding the Steenkampskraal Project New Order Mining Right; Steenkampskraal Mine (the mine) :- includes the historic underground mine as well as any new developments undertaken by GWMG on the eastern and western extensions of the deposit, defined by GWMG exploration after 2011; Steenkampskraal Processing Plant (the processing plant):- includes:- a Metallurgical Plant comprising:- o o a comminution circuit (crushing plant); a concentrator plant including a fines handling circuit, a dense media separation plant (DMS), a low intensity magnetic separation circuit (LIMS), a wet high intensity magnetic separation unit (WHIMS) and a milling circuit; and

31 June a Hydrometallurgical Plant comprising acid cracking/baking and caustic conversion/precipitation circuits producing a mixed REE carbonate product. Circuits for the removal of deleterious and radioactive impurities are included. Separation Plant:- is defined as a non-gwmg owned solvent extraction plant that will undertake the toll-treatment of the Steenkampskraal Processing Plant concentrate; GWMG is the term applied to GWMG and any GWMG subsidiary including Rareco and Steenkampskraal Monazite Mine (Pty) Ltd; mineralised monazite vein: refers to the monazite vein deposit which is the target horizon for the Steenkampskraal Project; farm Steenkamps Kraal 70: is the farm name provided on the New Order Mining Right and on the 1:50,000 topo-cadastral map of the region; Steenkampskraal Koppie: the inselberg of Namaqua Province gneiss that forms the main topographic feature of the project area, the erosion of which has exposed mineralised monazite vein outcrop on the hillsides; Central Historic Mine Area: refers to the mineralised monazite vein deposit remaining within the historic mine development area, as well as the mineral resource area that includes the exploitable resources in that historic mine area (inset Figure 5); Eastern Extension: refers to the mineralised monazite vein deposit and mineral resource area located east of the Central Historic Mine Area that has been identified by GWMG in its exploration programmes since 2011 and which was called the Exploration Area in the 2013 Mineral Resource estimate reported by Snowden (inset Figure 5); Western Extension: refers to the mineralised monazite vein deposit identified west of the Central Historic Mine Area (inset Figure 5); Upper Historic TSF: refers to the original surface tailings storage facility (TSF) located as illustrated in Figure 4 and described in previous reports variously as upper tailings dam, tailings dam 1 and slimes dam SD1; Lower Historic TSF; refers to the original surface TSF described in previous reports as lower tailings dam, tailings dam 2 and SD2; New Combined TSF: refers to the recently created stockpile of historic tailings material that incorporates both the Upper and Lower Historic TSFs and is located close to the proposed plant site for ease of processing (Figure 4); Historic Main Rock Dump; the original main rock dump created by historic Anglo American Corporation mining activities and which is located south of the Steenkampskraal Koppie as shown in Figure 4. The rock dumps were variously called lower rock dump or main rock dump in previous documents; Historic Small Rock Dump; the small rock dump on the northern slopes of the Steenkampskraal Koppie, created by the Vanrynsdorp mining syndicate (see Section 5 and section 5.1.3) in the early 1950s. The rock dump has been previously called the small rock dump and the upper rock dump; New Combined Rock Dump; comprises the Historic Main Rock Dump on-top of which GWMG has placed radioactively contaminated materials arising from its initial site rehabilitation efforts. The contaminated material comprises remnants of the historic plant, demolished building materials and contaminated soil which has been relocated in anticipation of processing through the plant; Run-of-Mine (RoM): the term is used to denote the mineralised monazite vein material including the anticipated footwall and hangingwall mining dilution. The term is used in preference to ore (see Section 1.4.1) and does not apply to non-radioactive waste mined as development waste. The term RoM does not include any surface rock dump or historic TSF material which will be referred to as process plant feed; Life-of-Mine (LoM): defined as the number of years that underground mining activity will take place;

32 Figure 04 Steenkampskraal Project HISTORIC AND CURRENT STEENKAMPSKRAAL PROJECT INFRASTRUCTURE -3,428,250 HISTORIC MINE SITE - SATELLITE IMAGE Vanrhynsdorp Mining Syndicate Open Pits Historic Main Rock Dump Historic Small Rock Dump -3,428,500 Upper Historic TSF Incline Shaft Lower Historic TSF -3,428,750 Old Plant Footprint 0 Scale 250m WGS 84/ *South Africa Survey Grid (N,E) Zone 19-35,500-35,250-35,000-3,428,250 POST-REHABILITATION MINE SITE - SATELLITE IMAGE -3,428,500 New Combined Rock Dump Historic Incline Shaft -3,428,750 Area cleared of contaminated soil and radioactive TSF material New Combined TSF 0 Scale 250m WGS 84/ *South Africa Survey Grid (N,E) Zone 19-35,500 Source: GWMG -35,250-35,000 VMD1445_GWMGSteenkampskraal_2014

33 STEENKAMPSKRAAL PROJECT FEASIBILITY STUDY CONCEPT GWMG Activities Steenkampskraal Project** Steenkampskraal Monazite Mine (Pty) Ltd* Steenkampskraal Monazite Mine (Pty) Ltd* -3,428,250N -3,428,500N Exploration Projects North America West Extension** Greater Steenkampskraal Project** - Exploration properties STEENKAMPSKRAAL PROJECT DEPOSIT AREAS Central Historic Mine Area** Extent of 2013 Mineral Resource Estimate Historic Mine Workings East Extension** *See Figure 7 Steenkampskraal Mine** - historic and new underground development Rare Earth Extraction Co. Limited* Steenkampskraal Processing Plant** Metallurgical Plant includes comminution DMS, LIMS and HIMS Hydrometallurgical Plant includes acid cracking and REE carbonate precipitation Separation Plant** toll treatment to produce REOs REO carbonate product HIMS LIMS DMS R E E REO LCM alloy and REE metal production facility Sales to international clients LEGEND Low Intensity Magnetic Separation High Intensity Magnetic Separation Dense Medium Separation Rare Earth Elements Rare Earth Oxides Non-GWMG operation GWMG activity, not included in Steenkampskraal Project Exploration Projects Steenkampskraal Project Steenkampskraal Feasibility Study Steenkampskraal Project Source: Snowden ,500E Source: GWMG and Venmyn Deloitte, ,000E Scale 200m * Operating company ** Defined terms in the Steenkampskraal Feasibility Study VMD1445_GWMGSteenkampskraal_2014 Figure 05

34 June Life-of-Project: defined as the number of years that any component of the project will be in operation irrespective of whether mining activities are taking place; the group of HREEs for the purposes of the Steenkampskraal Feasibility Study, while not necessarily theoretically correct, has included europium in order to be compatible with industry public reporting which generally includes europium in the HREEs; the LREEs as defined for the feasibility study include the REE from lanthanum through to samarium as shown in Table 1; the in situ content of the target metals in the monazite deposit will be reported as %TREO+Y 2O 3 for consistency with other industry studies; the grades of the mixed carbonate product are reported as %Saleable REO+Y 2O 3 as stipulated in Section 1.1; some of the results of the metallurgical testwork are reported as TREE concentrations in various product streams rather than TREO concentrations and this is important to note when comparing to the process plant designs; On-reef is defined as mining activities on or within the mineralised monazite vein; Off-reef is defined as mining activities outside of the mineralised monazite vein mineralisation; Co-products: the mineralised monazite vein material includes numerous elements and compounds which could prove of economic worth but which were not investigated at the feasibility study level. The co-products include gold (Au), silver (Ag), copper (Cu), phosphorus (P), scandium (Sc), gallium (Ga), germanium (Ge), and helium (He) Use of the Term Ore The Companion Policy CP to National Instrument Standards of Disclosure for Mineral Projects (Section 2.3) states the securities regulatory authorities consider the use of the word ore in the context of mineral resource estimates to be misleading because ore implies technical feasibility and economic viability that should only be attributed to mineral reserves. In compliance with Section 2.3 of the Companion Policy, the term ore is not used in the Mineral Resource context of this ITR (Section 13) Use of the Term Feasibility Study The following definitions of feasibility study and preliminary feasibility studies are provided by the 2014 CIM Definition Standards and are included in the Canadian National Instrument Standards of Disclosure for Mineral Projects and the Companion Policy CP to National Instrument Standards of Disclosure for Mineral Projects:- A Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

35 June Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis, that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study. In addition to the regulatory definitions provided above, industry practise and particularly funding institutions often ascribe accuracy and confidence limits on input parameters and designs whereby a preliminary feasibility study has a perceived accuracy level of 25% to 30% and a feasibility study of 15%. Such accuracy percentages however do not form a part of the NI definitions. The Steenkampskraal Feasibility Study has comprised numerous trade-off studies, which is a typical characteristic of a PFS rather than a feasibility study. The trade-off studies were critical to the final selection of a mining and processing methodology, as the conclusions of the original PEA were considered to no longer represent the best and most optimised solutions to the mining and processing complexity of the project. The selected mining, processing and infrastructure design components of Steenkampskraal Feasibility Study have been optimised by over 35 optimisation studies the majority of which have been conducted at 15% accuracy, which accords with the definition of a feasibility study. Some optimisations that are still possible have not been undertaken due to time constraints and have been classified as areas of upside potential that can be investigated at the detailed engineering stage prior to construction. Notwithstanding the normal risks associated with mining development projects, Venmyn Deloitte considers that the Steenkampskraal Feasibility Study is of sufficient accuracy and confidence levels that potential investors can make reasonable decisions based on the broad outcomes of the study Feasibility Study Scope and Terms of Reference NI Item 2(b) The scope of work, terms of reference and battery limits of the Steenkampskraal Feasibility are summarised below and graphically presented in Figure 5 (see Section 1.4 for the definition of terms used below):- GWMG, through its subsidiary Steenkampskraal Monazite Mine (Pty) Ltd, is the holder of a New Order Mining Right which forms the basis of the Steenkampskraal Project (Figure 5), as well as an exploration licence over numerous properties adjacent to the mining right which comprise the Greater Steenkampskraal Project (Section 1.4 and Figure 5). The mining right forms the basis of the Steenkampskraal Feasibility Study, and while the results of the exploration undertaken for the Greater Steenkampskraal Project provide the geological context for the mining right area and are reported for the purposes of full and current disclosure, any value of the exploration properties is excluded from the feasibility study which reflects the economic evaluation of Steenkampskraal Project mineral asset only and not the valuation of the holding company Steenkampskraal Monazite Mine (Pty) Ltd; the Steenkampskraal Project is based within at least two separate legal entities, namely Steenkampskraal Monazite Mine (Pty) Ltd. operating the mine and underground facilities and Rareco, operating the Steenkampskraal Processing Plant (Section 1.3 and Figure 3, Figure 5). The economic analysis of the mineral asset for the purposes of NI disclosure treats both legal entities as a single operating company.

36 June The economic analysis presented in the feasibility study therefore excludes the economic benefits that could be attained from strategic corporate structuring; the Steenkampskraal Feasibility Study differs significantly in most major components from the 15 December 2012 PEA and includes an entirely new mine design strategy for the Steenkampskraal Mine and the development of a new process flow, plant design for the Steenkampskraal Processing Plant and a lower pricing forecast commensurate with current market conditions. Consequently, direct comparison of costings and financial outcomes of the feasibility study with those of the 2012 PEA, would be inappropriate and possibly misleading; the 15 December 2012 PEA included the design and costing of a proprietary solvent extraction separation plant. While the feasibility study includes the revenue from sales of the separated oxide product after toll treatment at a third party solvent extraction plant, the battery limit of the engineering design is the production of a mixed REE carbonate before the separation plant (Figure 5). The Steenkampskraal Feasibility Study therefore does not include the design and costing of the separation plant (Figure 5); the mine and process plant design, as well as process design criteria, hinged on the GWMG requirement that 5,000 tonnes (t) of TREO+Y 2O 3 per annum be produced by the Steenkampskraal Project (Figure 5); the mineral resource used as the basis for the feasibility study was an update to the 15 December 2012 estimate which included additional drilling, technical and analytical results over and above those used in the 2012 PEA estimate. The mineral resource estimate used for the PEA distinguished between the resources remaining in the historic mine (previously termed the Mine Area ) and those present in the westerly extension of the mineral deposit defined by GWMG exploration (previously termed the Exploration Area ). The Steenkampskraal Feasibility Study mineral resource estimate has not continued to use this designation and for the purposes of the mining study, the mineralised monazite vein is considered a single source of exploitable material; the Steenkampskraal Project mineral deposit contains radioactive elements, the management of which formed the critical basis upon which the entire feasibility study was undertaken. The mining licence granted to GWMG stipulates that historic surface rock dumps and TSF material be treated through the Steenkampskraal Process Plant in order to remove the radioactive content. The historic TSF material constitutes part of the Steenkampskraal Mineral Resource (46,000t of Indicated Mineral Resource at a grade of 7.18% TREO+Y 2O 3) and will be processed early in the project as it constitutes a low cost, early revenue resource which can be treated through the hydrometallurgical plant prior to the construction of the metallurgical plant (see Section 1.4); the surface rock dump material is required in terms of the New Order Mining Right to undergo treatment and is considered in the feasibility study as non-revenue producing waste material that is blended into the RoM and fed through the metallurgical and hydrometallurgical plants as soon as production of underground RoM commences. The exact total tonnage of rock dump material is unknown but will be introduced into the RoM at a rate of 10% until totally depleted and the revenue from any REOs produced will constitute upside potential for the project; approximately 35,000t of blasted mineral deposit material is stored underground in the historic mine which, while excluded from the mineral resource, is legally required to be treated and which will be fed into the mining schedule over two years and the revenue of which will also constitute project upside potential; no Inferred Mineral Resources were included in the Steenkampskraal Feasibility Study excepting the minimal quantities mined in order to gain access to the Indicated and Measured Resource. The quantity of Inferred Mineral Resources thus affected are estimated at less than 1% of the forecast TREO+Y 2O 3 metal content and therefore cannot be considered significant;

37 June the mine design is unique in that it is specifically undertaken with radiological modelling as its basis. The mine design included numerous trade-off studies particularly with respect to stope design, materials transport design and labour requirements specifically based on the radiological models; the front-end of the Steenkampskraal Process Plant is designed to accommodate a theoretical tonnage throughput RoM of 76,000t per annum (tpa). The waste component of this RoM is efficiently rejected in the concentration plant which comprises DMS, magnetic separation and size reduction to produce 18,454tpa of concentrated feed to the Hydrometallurgical Plant. The plant design was specifically undertaken to accommodate a mining dilution base case of 40% and the front end of the concentrator plant was intentionally designed to successfully treat a range of mining dilutions from 20% to 80%, as well as to cope with RoM comprising 100% monazite; the Steenkampskraal Process Plant is a design specifically undertaken to limit and minimise radiological risk but comprises standard proven equipment and processes used throughout the mining sector; the Steenkampskraal Project includes capacity for the underground safe storage of radioactive material at the end of the LoM according to specific outlines stipulated by the South African nuclear and radioactivity authority, the National Nuclear Regulator (NNR); the project includes capacity for the production of early stage infrastructure, road and construction aggregate, as well as various power and water supply options; the monazite vein material contains numerous potential co-products as defined in Section and the Steenkampskraal Feasibility Study did not include the design and costing of the extraction these co-products from the mineralised monazite vein concentrate. The investigation of the potential for economic recovery of these coproducts has not been undertaken and represents additional upside potential for the project; the Steenkampskraal Feasibility Study has been undertaken at an accuracy of 15% for the major mining and processing plant studies. Numerous trade-off options have been undertaken, which according to NI definitions is more the scope of a preliminary feasibility study, but given that the mine and process designs are entirely new, trade-off and option studies were critical to the selection of definitive mining and processing routes for the detailed feasibility design and costing. The results of the option studies are presented in each relevant section and the accuracy levels of the detailed studies are generally 15%, one study at 25% and a single process circuit at 30%. Such accuracy levels accord with the definition of the study as a feasibility study; the Steenkampskraal Processing Plant will produce a series of REE carbonates, not all of which are currently of high value or subject to strong demand in the present REE market. The feasibility study has therefore focused on the current high value REEs and excluded from the economic analysis La and Ce, holmium (Ho), erbium (Er), thulium (Tm) and ytterbium (Yb). The La and Ce will be extracted on site and stored, with the expectation for separation and sale in the future. The Ho, Er, Tm and Yb are amenable to conversion to saleable products when required. The Steenkampskraal Feasibility Study considers only the oxides of the below listed REEs in the economic analysis, which when converted to REOs are defined as the %Saleable REOs:- excluding La, Ce, Ho, Er, Tm and Yb; and including Pr, Nd, Sm, Eu, Gd, Tb, Dy, Lu, and Y. additional areas of optimisation have been recognised in the selected mining and process methodologies but were not included in the feasibility study costing and economic analysis, as time constraints prohibited detailed analysis. The optimisations however are potentially significant to the project economics and will be investigated in the detailed engineering design to be conducted prior to construction; and

38 June the economic results of the feasibility study are reported in Canadian dollars (CAD) but the majority of the costings exercises were conducted in South African Rands (ZAR) and the product prices used were the published prices in USD, both of which were converted to CAD (Section 20 and 21); a detailed analysis of the REE market was conducted as part of the feasibility study and specific forecast price decisions were based on supply and demand trends. The feasibility study defined various basket prices for market comparative purposes but revenues in the economic analysis were calculated on individual REO prices and production statistics; all of the Steenkampskraal Feasibility Study components have been independently reviewed and the details of the reviewer, comments and conclusions are presented within each relevant report section; and the positional information pertaining to the Steenkampskraal Project was provided in relation to the WGS84 Datum and the local datum transform is WGS84 World. The project data was supplied according to the South African Survey Grid Zone (N.E.) zone Radiological Considerations The in situ monazite deposit to be exploited by the Steenkampskraal Mine contains radioactive thorium, uranium and actinium, and the historic surface TSF material and rock dumps contain similarly radioactive material. The management of the radiological character of the in situ and extracted material has formed a critical aspect of the Steenkampskraal Feasibility Study and each section of the study has addressed the radiological risks, management and mitigation measures designed to minimise the risks (see Sections 15.9, 16.6, , and 19.5). The design criteria for this mitigation are provided in each of the mining, processing, infrastructure and environmental sections of the ITR. Legislation governing the management of radioactive sites in South Africa includes the National Nuclear Regulator Act and Regulations and is administered by the Department of Energy. Any company conducting activities on a radioactive site is required to register with the National Nuclear Regulator (NNR), which ensures suitable management of labour and public in areas to minimise radioactive exposure. Steenkampskraal Monazite Mine Pty Ltd is registered with the NNR and has been awarded a Certificate of Registration in respect of the NNR Act 1999 (Act 47 of 1999). In terms of the Certificate of Registration, the holder may, subject to the conditions outlined in the certificate, use, possess, produce, store and process radioactive material at, and convey, cause to be conveyed and dispose of radioactive material from, the site. GWMG is therefore in compliance with current South African environmental and rehabilitation legislation regarding radioactive material at the current project stage and is endeavouring to obtain an International Organisation for Standardisation (ISO)14000 registration. The Certificate of Registration granted to GWMG has permitted the initial rehabilitation undertaken on site, which is discussed in detail in Section Sources of Information NI Item 2(c) The Steenkampskraal Feasibility Study has been based on:- historic exploration and production information available from prior to the GWMG ownership of the project assets; exploration, mineral resource estimates, technical and financial information on the Steenkampskraal Project provided by GWMG and the specialist consultants which contributed to the previously published reports as summarised in Section 27; the independent metallurgical testwork and studies undertaken for the feasibility study by the contributing independent consultants, which are referenced in each relevant ITR section; and

39 June academic and public domain information on the regional geology, REE market and pricing, as well as processing information as quoted in the text and listed in the Reference List, Section 27. The Mineral Resource published in this ITR was based on the October 2013, Mineral Resource estimate by Snowden (published in December 2013) and supersedes the Mineral Resource estimate published in the 2012 PEA. The current Mineral Resource statement provides separate Measured, Indicated and Inferred Mineral Resources for the mine and exploration areas, as well as the surface historic TSF material. The authors of this ITR are not qualified to provide extensive commentary on legal issues associated with GWMG s right to the mineral properties. Venmyn Deloitte has reviewed the legal title documentation and, while this does not constitute a legal opinion, the authors have satisfied themselves that the information presented herein is materially correct. No warranty or guarantee, be it express or implied, is made by the authors with respect to the completeness or accuracy of the legal aspects of this document, other than its preparation in accordance with NI Contributing Specialists and Personal Inspections NI Item 2(d) The Steenkampskraal Feasibility Study was undertaken by independent specialist consultants under the independent co-ordination of Venmyn Deloitte. A summary of the contributing consultancies is presented in Table 4. Most consultancies provided teams of technical advisors, the members of which are all Qualified Persons according to NI definitions. The technical teams contributed to the various feasibility study components and each consultancy nominated an overall Qualified Person in terms of the definition in NI Standards of Disclosure Part 1.1, who has signed-off the appropriate sections of the ITR. The overall Qualified Person from each team, has had a technical team member as a representative visit the Steenkampskraal Project or has personally visited the site, as summarised in Table 4:- The various site visits by the Qualified Persons and their technical teams included inspection of:- the historic underground developments and infrastructure including the decline shaft, the underground developments as well as the ventilation shaft ; the geotechnical status of the hangingwall and footwall exposures, as well as investigation of the structure and morphology of the mineralised monazite vein target horizon; examination of the exploration drillhole core and underground channel sampling locations; and historic surface infrastructure, current project infrastructure and proposed infrastructure sites. In addition to the independent Qualified Persons responsible for the Steenkampskraal Feasibility Study, each project component has been reviewed separately, on an on-going basis by independent reviewers and the results of the reviews are presented in the relevant report sections. Independent geotechnical studies were undertaken for the surface and underground geotechnical information by consultants Kantey and Templar (Pty) Limited and Middindi Consulting (Pty) Limited in March and February 2014 respectively. The results of these studies were incorporated into the mine and surface infrastructure designs and both consultancies visited the site in February The results of these studies have been relied upon by Sound Mining Solution (Pty) Limited and ULS Mineral Resource Projects (Pty) Limited.

40 June Table 4 : Contributing Consultants, Qualified Person's Responsibility and Site Visits CONSULTANT Private expert radiation consultants Denny Jones Pty Ltd - formerly with Snowden Mining Industry Consultants (Pty) Ltd (Snowden) Sound Mining Solution (Pty) Limited ( Sound Mining) ULS Mineral Resource Projects (Pty) Limited (ULS) Venmyn Deloitte (Pty) Limited (Venmyn Deloitte) STEENKAMPSKRAAL FEASIBILITY STUDY COMPONENT All radiological aspects Mineral Resource estimate Mine plan and mine design, Mineral Reserve estimation Metallurgical testwork, recovery methodology, process design, process plant infrastructure Surface infrastructure including tailings storage facilities, electrical engineering, structural engineering Independent project coordination, independent reviews, preparation of the ITR, economic analysis QUALIFIED PERSON SITE VISIT ITR SECTION Included in all signoff'ed report sections Dr G de Beer and Mr Jappie van Blerk Mr Ivor Jones Mr Vaughn Duke Mr Robert Machowski Mr Giuseppe Marra Mr Andrew Clay On-going and regular visits 16 May 2012, 29 to 31 July 2013 Sound Mining Qualified Persons team ( Mr Graham Stripp, Mr Pieter Pogieter) visited the site 28 October to 30 October 2013 ULS Qualified persons team (Mr Robert Machowski, Mr Denys Oosthuisen, Mr Giuseppe Marra) visited site 28 October to 30 October 2013 Qualified persons team ( Mr Robert Machowski, Mr Denys Oosthuisen, Mr Giuseppe Marra. Mr Johan Smit, Mr Kobus Feuth, Mr Dawie Le Roux) visited site 28 October to 30 October 2013 Venmyn Deloitte Qualified Persons team ( Ms Fiona Harper, Mr Andrew de Klerk) visited site 28 October to 30 October 2013 Contributed to Sections 14, 15, 16, 17, 19, 20 NI ITEM NI Item 15, 16, 17, 19, 20 Section 13 Item 14 Section 14 and 15 Sections 12 and 16 Section 17 Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 NI Item 15 and 16 NI Item 12 and 16 NI Item 18 Items 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 19, 20, 22, 23, 24, 25, Scope of the Opinion and Statement of Independence NI Item 2(c) Venmyn Deloitte s primary obligation in preparing mineral asset reports for the public domain is to describe mineral projects in compliance with the reporting codes applicable under the jurisdiction in which the company operates. In this case, it is the Canadian NI code, as discussed in Section 1. Venmyn Deloitte has prepared an independent technical and economic report on GWMG s Steenkampskraal mineral asset based on the principle of reviewing both the work of GWMG and individual specialist experts who have contributed to the feasibility study. This process of independent expert review ensures that Venmyn Deloitte does not perform any management function and is not in a relationship with GWMG that could cause a conflict of interest. In the execution of its mandate, Venmyn Deloitte and the contributing consultants undertook the feasibility study in order to identify the factors of both a technical and economic nature, which would impact the future viability of the Steenkampskraal Project. Venmyn Deloitte prepared this ITR for potential investors and their advisors. Venmyn Deloitte considered the strategic merits of the assets utilising the best practise due diligence methodologies. The ITR has been compiled in order to incorporate all available and material information that will enable potential future finance providers to make balanced and reasoned judgements regarding the technical merits of the Steenkampskraal Project. Venmyn Deloitte is an independent advisory company and its consultants have extensive experience in preparing Technical Reports, technical advisors and valuation reports for mining and exploration companies. Venmyn Deloitte advisors have, collectively, more than 100 years of experience in the assessment and evaluation of mining projects and are members in good standing of appropriate professional institutions.

41 June The signatories to this report are qualified to express their professional opinions on the Steenkampskraal Project and qualify as Qualified Persons, as defined by the Canadian National Instrument Standards of Disclosure for Mineral Projects. To this end, Qualified Persons Certificates for Venmyn Deloitte, as well as the other Qualified Person signatories, are presented in Appendix 3. Neither Venmyn Deloitte, the contributing specialist consultants nor their staff, have or have had, any interest in any of GWMG s projects capable of affecting their ability to give an unbiased opinion, and, have not and will not, receive any pecuniary or other benefits in connection with this assignment, other than normal consulting fees. Neither Venmyn Deloitte, nor any of the authors of the ITR, hold any interest in GWMG. 2. Reliance on Other Experts NI Item 3 (a) The Steenkampskraal Feasibility Study was undertaken by independent specialist consultants under the independent co-ordination of Venmyn Deloitte as summarised in Table 4. The Qualified Person signatories to the ITR have required additional specialist information and expert opinion on specific technical areas, particularly with regards to the radiological and geotechnical aspects of the project. The Qualified Persons have reviewed and incorporated these studies into the mining and processing sections of the feasibility study and have taken responsibility for the content and integrity of these additional expert contributions. In the context of Form F1 Item 3, therefore signatories of the Steenkampskraal Feasibility Study have not relied on other experts. The list of the specialist experts and their studies as presented below serves as a guide to the extent that the mine and process studies were supported by expert studies:- radiological expert opinions of Dr G de Beer and Mr J van Blerk. Process plant concepts and designs were reviewed by Dr G. de Beer of the Nuclear Energy Corporation of South Africa (NECSA) to ensure compliance to the relevant radiation protection standards; ventilation and radiological planning by Mr Mike Dumka of Sound Mining Solution (Pty) Ltd; geophysical interpretations by TECT Geophysical Consultants and Xcalibur Airborne Geophysical Services; geotechnical studies by Geopractica Consulting Engineers, Kantley and Templar (Pty) Limited and Middindi Consulting (Pty) Limited; hydrological studies by KLM Consulting Services (Pty) Limited; mine closure assessment by NSSolving (Pty) Ltd; and speciality process consultant Mr Durbach assisted with the design, sizing and equipment selection of the sodium sulphate recovery evaporation plant. All of the relevant information provided by the above studies has been independently reviewed by the responsible Qualified Person and has been incorporated into the mine and process design. The information provided in these studies has been reported and signed-off by the Qualified Person signatories to this ITR in the relevant report sections. 3. Property Description and Location NI Item 4(a) to (h) 3.1. Property Description NI Item 4(a) GWMG is the holder of a New Order Mining Right and several prospecting rights located in the Western Cape province of South Africa as illustrated in Figure 2. The mining right forms the basis of the Steenkampskraal Project while the adjoining exploration rights are collectively called the Greater Steenkampskraal Project (Section 1.4).

42 June The Steenkampskraal New Order Mining Right is hectares (ha) in extent, located within Portion 1 (Ptn 1) of the farm Steenkamps Kraal 70, and encompasses the historic Steenkampskraal Mine which has been dormant since mining ceased in The area has been the focus of active exploration, various feasibility assessments and refurbishment/rehabilitation efforts in recent years. Historic mining exploited a zone of monazite mineralisation which transects a gneissic inselberg (Steenkampskraal Koppie) that rises 50m above the surrounding peneplain known locally as the Knersvlakte. As a consequence of mining operations ceasing in 1963, a number of derelict mine buildings and associated infrastructure remained within the mining right area, which have been rehabilitated by GWMG in accordance with the stipulations of the New Order Mining Right. The historic infrastructure included the remnants of the original mine buildings which have been demolished by GWMG and incorporated into an historic low grade, surface rock dump, as well as the historic TSFs, which has been moved and consolidated for treatment through the Steenkampskraal Process Plant. The Steenkampskraal Project site currently occupies a small portion of the farm Steenkamps Kraal Farm 70 (Ptn 1) and the remaining historic infrastructure comprises (Figure 4):- a single inclined shaft which was the main haulage shaft located on the southern slope of the Steenkampskraal Koppie; a single vertical shaft and sub-vertical adit (raise) located on the surface expression of historic workings; limited open-cast excavations of the target monazite mineralisation located on the southern slope of the Steenkampskraal Koppie; and low grade rock dumps (incorporating the contaminated historical mine ruins) and tailings. The new infrastructure developed by GWMG for the purposes of the project execution include:- an upgraded historic core shed and supporting exploration infrastructure; and project office buildings including site administration geology, safety and security. The Steenkampskraal Project site is superficially contaminated with naturally occurring radioactive material occurring primarily as eroded material scattered over the slopes of the Steenkampskraal Koppie. The footprint of this natural radioactivity has been exacerbated by historic mining activities, the dispersal of which has been partially remedied by GWMG in its initial rehabilitation efforts Property Location NI Item 4(b) The Steenkampskraal Project is located within the northern sector of the Western Cape province of South Africa, approximately 230km south of the Republic of Namibia, 330km due north of Cape Town and 90km east of the Atlantic Ocean shoreline (Figure 1). The project is centred approximately on S and E (Figure 2). More specifically, the mining right for the Steenkampskraal Project is located within Portion 1 of the farm Steenkamps Kraal No. 70 within the Matzikama Local Municipality of the West Coast District Municipality. The West Coast District Municipality comprises five local municipalities of which the Matzikama Local Municipality is the largest (Figure 1). The main town of the Matzikama Local Municipality is Vredendal, which acts as both the administrative and commercial centre of the municipality and is located approximately 80km south of the Steenkampskraal Project (Figure 1) Legal Tenure for the Steenkampskraal Project NI Item 4(c), 4(d) Steenkampskraal Monazite Mine (Pty) Ltd was granted an Old Order Mining Right (Protocol No 378 of 1996 in terms of the Minerals Act 50 of 1991) in 1997 which was valid for 14 years until 19 November As a consequence of this mining right being granted before the 2004 promulgation of the Minerals and Petroleum Resources Development Act (MPRDA, see Appendix 1), an application for a conversion to a New Order Mining Right (application no. (A/2009/04/28/001) was required which was lodged prior to the cut-off date (end of April 2009) for such applications under the requirements of the MPRDA and in terms of Item 7 of Schedule II of the Act.

43 June Steenkampskraal Monazite Mine (Pty) Ltd was awarded a converted New Order Mining Right (Protocol No 394/2009, WC 30/5/1/2/2/353) on 2 June 2010, in terms of Item 7 of Schedule II of the MPRDA (Act No. 28 of 2002). The New Order Mining Right comprises Portion 1 of the farm Steenkamps Kraal No. 70 (as spelt in the official mining right document and 1:50,000 topocadastral maps) and is ha in extent. The mining right is valid for a period of 20 years expiring on 1 June 2030 (Table 5) and is subject to the provisions of an agreement (signed 13 October 2009) between Rareco and the registered Steenkampskraal Workers Trust (Figure 3). The agreement is compliant with the requirements of the MPRDA and Broad Based Economic Empowerment Charter and forms an integral part of the New Order Mining Right (see Section 3.9). Mining operations in the mining area must be conducted in accordance with the approved Mining Work Programme and any amendment to the programme will require an approved Environmental Management Plan. Table 5 : Legal Tenure for the Steenkampskraal and Greater Steenkampskraal Projects PROJECT RIGHT PROPERTY NAME Steenkampskraal Project New Order Mining Right WC30/5/1/2/2/353 AREA (ha) Steenkamps Kraal 70 Ptn 1* Steenkamps Kraal 70 RE 1,176 Kruispad 72 2,536 Melkbosch Vlakte 71 3,473 Nabeep 102 2,558 Brandewynskraal 69 2,751 Bushmans Graaf Water 68 2,809 Uilklip 65 4,700 Greater Prospecting Right Steenkampskraal WC30/5/2/2/441PR Roode Wal 74 2,931 Project (valid for 5 years) De Put 66 3,728 Vlermuis Gat 104 2,604 Klein Banken 59** 2,352 Tafelberg 64 12,927 Tafelberg Extension 2 of farm 67** 1,532 Warm Viool 20 1,829 Samuel Vlakte 81 4,388 Sub-total 52,294 TOTAL 52,768 Source : GWMG 2014 *The New Order Mining Right spells the farm as Steenkamps Kraal 70 **Consolidated into Rietkloof 459 as per Figure 2 The farm Klein Banken is called Klein Banke or Banken on the topocadastral maps VALIDITY OWNER MINERALS Granted 2 June 2010 for 20 years to 1 June September 2012 for five years to 17 September 2017 Steenkampskraal Monazite Mine (Pty) Ltd Steenkampskraal Monazite Mine (Pty) Ltd Monazite and all other minerals excluding diamonds and oil Monazite and all other minerals except diamonds and oil Legal Tenure for the Greater Steenkampskraal Project NI Item 4(c), 4(d) Prospecting Right WC 30/5/1/1/2/441 PR was granted by the Department of Mineral Resources (DMR) to Steenkampskraal Monazite Mine (Pty) Ltd on 18 September The prospecting right comprises a consolidated right over a series of contiguous farms encircling the New Order Mining Right with a cumulative area of 52,294ha, as summarised in Table 5 and illustrated in Figure 2. The official documentation from the DMR states that the total area of the prospecting right is 55,051.1ha but the Appendix to the licence document shows the individual areas for the various farms, which total 52,294ha. The prospecting right permits exploration of all minerals including apatite (gemstone), copper ore, garnet (abrasive and gemstone), gold ore, heavy minerals (general), lithium ore, monazite, rare earths, tantalum/niobium and gemstones. Diamonds and oil are specifically excluded. The correct nomenclature for the various farms comprising the prospecting right can be difficult to determine and some of the alternative names on the official documents and 1:50,000 topocadastral maps are presented as footnotes to Table 5.

44 June Surface Rights NI Item 4(d) The State is the holder of the surface rights over the area contained within Steenkamps Kraal 70 Ptn1. As required by the MPRDA, the State has been informed that mining activities will take place within the designated area and access is assured by the issuance of the New Order Mining Right. The right permits the creation of rock, tailings and waste disposal sites which together with other associated surface infrastructure, have been planned and demarcated. The entire planned plant footprint and affiliated support infrastructure covers a cumulative area of approximately 5ha. GWMG has legal access to the property as stipulated in current land use legislation and a Land Use Planning Ordinance (LUPO) rezoning application was submitted on 20 November 2013 to the Matzikama Municipality requesting a temporary land use rezoning of the relevant area from agricultural to mining. The LUPO application has been approved by the Matzikama Municipality with a temporary departure from the current registered land use until 1 June The prospecting area surface rights (Figure 2) are owned by various individual farmers with the exception of farms Brandewynskraal 69, Nabeep 102 and the remainder of Steenkamps Kraal 70, which are owned by Steenkampskraal Monazite Mine (Pty) Ltd. GWMG is unaware of any servitude that requires negotiation with any surface rights owners and there are no disputes with adjacent properties that could affect GWMG s right to access, to prospect or to exploit the mineralisation on the mining right area or the Greater Steenkampskraal Project area. There are no known land claims registered across either the New Order Mining Right area or the prospecting area Royalties NI Item 4(e) All mining companies operating in South Africa are subject to a royalty prescribed by MPRDA Act, 2008 (Act No.28, 2008) and the Minerals and Petroleum Resources Royalty Act (Royalty Act) as summarised in Appendix 1. For the purposes of the Steenkampskraal Feasibility Study the applicable royalty rate is based on a percentage of EBIT (earnings before interest and tax) of the value of the unrefined monazite RoM on its release from Steenkampskraal Monazite Mine (Pty) Ltd. and was determined for each year of production. However, given the commitment by GWMG to rehabilitate historical environmental hazards that are in fact the responsibility of the State, negotiations between GWMG and the DMR will be conducted to determine the applicable royalty rate and the amount of future royalties that may be offset against GWMG s costs and commitment to remediate historic liabilities Environmental Liabilities, Legislative and Permitting Requirements NI Item 4 (f), 4(g) The Steenkampskraal Project environmental legislative requirements are presented in detail in Section 19 and have been independently reviewed by Venmyn Deloitte in a gap analysis and conformance report which summarises GWMG s adherence to International Finance Corporation (IFC) performance standards and the Equator Principles (see Section 19). A preliminary environmental impact assessment (EIA) conducted for Rareco in 1991 by SRK Consulting (SRK) investigated the residual environmental liability pertaining to the historic mine site and remaining surface infrastructure. The mining site was found to be severely degraded and the proposed rehabilitation measures involved reprocessing the historic tailings and rock dumps with due cognisance of the potential to create significant pollution of surface water, ground water, and mine water if care was not taken to minimise these effects. Furthermore, radioactive waste products would have to be disposed of in accordance with the requirements of the NNR, and personnel exposure would have to be carefully monitored. Re-vegetation of the area could prove problematic as a consequence of the arid environment and shallowness of the soils.

45 June The environmental issues initially identified in 1991 were again addressed in October 2010 by SRK Consulting in a Phase 1 site report, data review and proposal for a phased feasibility study to include scoping and environmental impact assessment. The Phase 1 report included the filings which should be undertaken by GWMG under the various legislations and state departments as summarised in Section 19. The following key environmental issues pertaining to the site were documented by the 2010 Phase 1 report and have been subsequently addressed or are currently under investigation. None of the issues require finalisation at the feasibility study level:- occupational health and safety during construction, operation and decommissioning; waste disposal, in particular radioactive waste material; water use; and socio-economic matters and heritage site preservation requirements. The identified environmental hazards existing on the Steenkampskraal Project site are the responsibility of the State. The mining right granted to GWMG has incorporated a number of compulsory initial rehabilitation measures to be undertaken, which have been included in the Steenkampskraal Feasibility Study as a matter of priority and most of which can be completed within the first two years of operation. The costs of the rehabilitation will be off-set against future royalty payments. The detailed radiological plan for radiological risk mitigation from both a mining and processing perspective has been included in each relevant section of this ITR. GWMG is in possession of all necessary permits to conduct the feasibility study. All permits and licences which have been granted to GWMG, as well as those under application, are or will be issued with various conditions of approval. A violation of these conditions may constitute the suspension or reversal of the mining or prospecting right, and so regular audits to ensure compliance and adherence with both various qualitative parameters, and reporting frequencies, has been undertaken and will continue until production. GWMG has been awarded a Certificate of Registration in accordance with the National Nuclear Regulatory Act, 1999 (Act No. 47 of 1999) (Section 1.6) which permits GWMG to carry out certain authorised activities associated with radioactive materials, subject to approval by the NNR Other Significant Factors and Risks NI Item 4(h) No additional factors or risks have been identified other than those presented in the project risk analysis (Section 23.1) and those normally associated with exploration and mineral asset development projects Material Agreements NI Item 4 (h) GWMG has material agreements in terms of its corporate structure with the subsidiaries as illustrated in Figure 3. The Steenkampskraal Workers Trust holds 26% of Steenkampskraal Monazite Mine (Pty) Ltd and the annual profits for the latter will be equal to 20% of the net profits of Rareco. The trust will receive dividends based on 25% of Steenkampskraal Monazite Mine (Pty) Ltd. s annual profit and such dividends will be paid on a pro-rata basis pursuant to the terms of the shareholders agreement dated 14 September 2009 between Rareco and the Trust. Upon the acquisition of Rareco, GWMG entered into initial agreements (STL Thorium Agreement dated March 1, 2012) and discussions with STL, whereby STL was given the exclusive right to market and sell the thorium which may be produced from the Steenkampskraal Project and stored on site. Under the terms of the agreement, title to the thorium will be transferred from GWMG to STL upon production and storage of the thorium in accordance with the terms of the STL Thorium Agreement. At inception STL had the same shareholder base as Rareco had prior to GWMG s first acquisition of Rareco shares on September 7, 2010, Additional shares were then issued to Rareco and third parties so that Rareco now holds 22.3% of the outstanding shares of STL. Currently STL contemplates further financings, and Rareco s share interest may be proportionately diluted.

46 June Amendments to existing agreements and additional definitive agreements are being negotiated to reflect developments with respect to projected processes, regulatory and legal requirements and costs relating to the processing and storage of the thorium. The terms as described above may be subject to change prior to finalisation of the amendments and definitive agreements. No specific off-take agreements are in place with the specialist metal and alloy manufacturing facilities owned by GWMG and, while Letters of Understanding have been negotiated with the external separation toll-treatment plant, no definitive toll-treatment agreement has been currently reached. GMWG has exchange controls in place between itself and the South African Reserve Bank s Financial Surveillance Department. 4. Accessibility, Climate, Local Resources, Infrastructure and Physiography NI Item Topography and Elevation NI Item 5 (a) South Africa has an average elevation of approximately 1,200m above mean sea level (mamsl) but at least 40% of the surface occurs above this elevation (Figure 6). The South African landscape is broadly dominated by an high, interior plateau surrounded by a narrow strip of coastal lowlands and can be subdivided into three distinct regions:- coastal lowlands comprising a narrow zone that rapidly changes towards the mountainous internal escarpment. The South African coastline is fairly regular with few natural harbours; progressing inland from the coastal lowlands is the Great Escarpment which separates the coast from the high inland plateau and forms a series of mountain ranges along the perimeter of the inland plateau. Collectively these encircling mountain ranges are referred to as the Great Escarpment (Figure 6) which varies in elevation between 2,000mamsl and 3,300mamsl; and the inland plateau, the outer perimeter of which rises abruptly to form the Great Escarpment mountain ranges. The plateau region comprises the majority of the South African surface area and consists of a series of rolling grasslands arising out of the Kalahari Desert to the north. The Steenkampskraal Project is located within a broad transition zone between the coastal lowlands and the inland plateau which slowly loses altitude towards the west and north, in an area known as the Cape Middleveld (Figure 6). The Cape Middleveld represents the most westerly portion of the inland plateau where elevations range from 900mamsl to 300mamsl in the west. More specifically the Steenkampskraal Project occurs within the Knersvlakte with a highest point of 437mamsl and a lowest point of 362mamsl within the New Order Mining Right area. The drainage systems of two non-perennial rivers traverse the mining right with the Klein Riet River draining the northern slopes, and the Nabeep River draining the southern portions of the project area. Both of these intermittent rivers drain into the Geelbeks River which ultimately drains into the Olifants River and the Atlantic Ocean. The project terrain is generally flat lying and rugged in nature with the Knersvlakte characterised by rocky gravel planes covered by sandy soils, short shrubs and succulent plants (Figure 8 and Figure 7). The dominant topographic feature of the area, and focal point of the Steenkampskraal Project, is the Steenkampskraal Koppie which rises approximately 50m above the Knersvlakte.

47 Steenkampskraal Project Figure 06 PHYSIOGRAPHY, CLIMATE AND VEGETATION OF SOUTH AFRICA PHYSIOGRAPHY OF SOUTHERN AFRICA Botswana O 24 00'S Namibia K a l a h a r i D e s e r t Middelveld Mozambique Swaziland O 28 00'S O 32 00'S N a m a q u w a l a n d I n l a n d P l a t e a u South Africa STEENKAMPSKRAAL PROJECT G r e a t K a r o o L i t t l e K a r o o Lesotho Great Escarpment -2,000-1,000 0 Scale 400km -0 O 16 00'E O 20 00'E O 24 00'E O 28 00'E O 32 00'E CLIMATE AND RAINFALL OF SOUTHERN AFRICA VEGETATION OF SOUTHERN AFRICA Botswana Mozambique Botswana Mozambique Namibia Swaziland Namibia Swaziland Lesotho Lesotho STEENKAMPSKRAAL PROJECT STEENKAMPSKRAAL PROJECT LEGEND Subtropical plateau Desert Mediterranean Semi-arid plateau Moderate coast Moderate eastern plateau Subtropical coast Escarpment Subtropical lowveld Dry continental Subtropical Summer rainfall Winter rainfall LEGEND Nama Karoo Succulent Karoo Grassland Savannah Fynbos Forest Source: Venmyn Deloitte 2014 VMD1445_GWMGSteenkampskraal_2014

48 TOPO-CADASTRAL MAP OF THE NEW ORDER MINING RIGHT REGION 440 Bushmans Graaf Water 68 Kruispad 72 O 30 56S 500 Tafelberg O 30 57S Steenkamps Kraal 70-3,428,250N Vlermuis Gat 104 O 18 33'E O 18 34'E Klein Rietrivier Brandewynskraal 69 O 18 35'E STEENKAMPSKRAAL PROJECT DEPOSIT AREAS Historic Mine Workings Extent of 2013 Mineral Resource Estimate 360 O 18 36'E Steenkampskraal Koppie O 18 37'E Nabeep O 18 38'E O 18 39'E LEGEND 0 O 18 40'E Scale 400 Melkbosch Vlakte 71 2km O 18 41'E O 30 58S O 30 59S O 31 00S Steenkampskraal Project -3,428,500N West Extension Source: Snowden 2013 Central Historic Mine Area -35,500E East Extension 0-35,000E Scale 200m Contours - 20m intervals Secondary Roads Other Roads Tracks Trigonometrical Station Non-perennial Rivers and Dams Prospecting Right Boundary (Greater Steenkampskraal Project) Mining Right Boundary (Steenkampskraal Project): Steenkamps Kraal 70 Ptn1 VMD1445_GWMGSteenkampskraal_2014 Figure 07

49 Figure 08 Steenkampskraal Project PHYSIOGRAPHY AND VEGETATION OF THE STEENKAMPSKRAAL PROJECT AREA VIEWS OF THE KNERSVLAKTE FROM STEENKAMPSKRAAL KOPPIE STEENKAMPSKRAAL KOPPIE TYPICAL SUCCULENT KAROO VEGETATION WITH SUCCULENTS, SHRUBS AND SMALL TREES Source: Venmyn Deloitte 2014 VMD1445_GWMGSteenkampskraal_2014

50 June Accessibility and Proximity to Population Centres NI Item 5 (b), (c) Access to the Steenkampskraal Project is primarily via the provincial city of Cape Town located 330km due south, or approximately 380km by road. Cape Town International Airport (IATA: CPT), the second busiest airport in South Africa, is serviced by frequent daily domestic flights and multiple direct international flights to various major destinations in Africa, Europe and the Middle East. The tarred N7 national route from Cape Town is the main access to the project area and approximately 352km north of Cape Town, the unsurfaced DR2230 secondary gravel road turns northeast for 30km before connecting to the final 2km of the Steenkampskraal Mine access road. The nearest tarred airport to the Steenkampskraal Project which can accommodate charter planes is the Vredendal Airport (IATA: VRE) approximately 25km on the R362 and R27 from Vanrhynsdorp. The town of Vanrynsdorp is 48km via the N7 from the untarred secondary access to the project site. Helicopter access directly from Cape Town International Airport to the Steenkampskraal Project remains the quickest and most direct access route. The Knersvlakte is a very sparsely populated region of South Africa and the nearest settlement to the Steenkampskraal Project is the small country town of Nuwerus situated 51km by road to the southwest at the junction of the N7 and R363 (Figure 2). The rural village of Kliprand occurs 51km to the north (Figure 2) and both these settlements offer very basic services. The nearest sizeable towns to the Steenkampskraal Project are Vanrhynsdorp 80km to the south by road, with Vredendal, the principle town of the Matzikama Local Municipality, a further 25km to the west Climate, Flora and Fauna NI Item 5 (d) Climate South Africa forms a part of the southern hemisphere subtropical climatic zone and experiences a wider range of climatic conditions than any other sub-saharan African country (Figure 6). Broadly classified as a temperate climate, a noticeable difference in conditions occurs from west to east, largely in response to rising average elevations and the influence of oceanic currents. The warm Agulhas current, flowing southward along the eastern Indian Ocean, and the cold Benguela current, flowing northward along the Atlantic Ocean coastline in the west, have a strong effect on average temperatures, resulting in the west of the country being an average 6 C cooler than the east. The topographic variation and oceanic influence results in a diverse regional climate ranging from the southern Namib Desert in the northwest and the Mediterranean climate in the southwest, through to the temperate climate of the interior plateau and the lush subtropical conditions in the northeast. The seasons are typical of the southern hemisphere with winters occurring between June and August while warm sunny summers occur from November to March. The majority of the rainfall occurs during the summer months, although in the southwest Mediterranean climate, the annual rainfall is concentrated during the winter. Rainfall varies considerably from west to east with <200mm in the arid northwest and 500mm to 900mm in the east, with the central regions receiving an average annual precipitation of 400mm. The Steenkampskraal Project is situated within the northern sections of the Western Cape province, an area which falls within the southern regions of the Little Namaqualand (Figure 6). The region is classified as having a semi-arid climate, with Vredendal situated on the boundary between the Mediterranean climate to the south and the Namaqualand semi-arid climate in the north. The Steenkampskraal Project region is characterised by warm to very hot days during the summer months, and cool nights with average rainfall <200mm. In winter the temperatures remain between 20 C to 25 C during the day, with temperatures falling below zero at night. The Steenkampskraal Project has three distinct seasons:- a wet and relatively cool season from April to August with average daytime maximum temperatures of 22 C and an average of 17mm rainfall;

51 June a hot and wet season from September to December with minimal and variable rainfall falling (<10mm per month) and average daytime maximum temperatures of 27 C; and a hot and dry season from January to March with virtually no rainfall and average high temperatures of 30 C, which can exceed 40 C. The climatic conditions at the Steenkampskraal Project area are such that no specific operating season will be applicable and the mining activities could be undertaken throughout the year. Heavy rainfall could disrupt access on non-surfaced roads as is typical throughout southern Africa, but given the dry, semi-arid conditions, such rainfall is atypical and likely to revert to normal conditions very rapidly. Venmyn Deloitte does not consider the climatic conditions to be a risk to the mining operation Flora and Fauna South Africa is considered an extremely bio-diverse country and has been classified as one of the world s 17 mega-diverse countries, namely one of the countries that host the majority of the global flora and fauna species, ranking sixth in this regard. South Africa and the Western Cape in particular, hosts numerous endemic species. The Steenkampskraal Project occurs within the Knersvlakte, classified as part of the Succulent Karoo ecoregion, an ecoregion bounded to the south by the Mediterranean fynbos (near Vredendal) and which extends northwards into southern Namibia (Figure 6). The Knersvlakte is a region characterised by rocky gravel peneplains interspersed with small isolated hills and occurs within an eco-region that is regarded as a biodiversity centre by Conservation International. The aridity of the region has resulted in individual ecosystems becoming unique and endemic on a local scale, within which grasses, shrubs, small trees and ephemeral plants survive. Many of the 1,324 flora species occurring in this ecoregion are highly adapted to the arid climate. The Succulent Karoo ecoregion has the world s richest selection of succulent plants, hosting approximately one third of the world s 10,000 endemic succulent species. A total of 128 plant species in the region have been listed on the globally threatened Red List. The Succulent Karoo ecoregion also hosts numerous endemic reptiles and invertebrates while endemism in the Succulent Karoo ecoregion is less pronounced amongst birds and mammals. The fauna of this ecoregion mostly comprises arthropods, reptiles and small mammals that have adapted to survive in arid conditions. Larger species of animals do occur in the ecoregion including various antelope species and large birds such as ostriches, bustards and raptors Local Resources and Infrastructure and Available Surface Rights NI Item 5 (e) The Steenkampskraal Project falls within the Knersvlakte of the Cape Middleveld in the Matzikama Municipality which is one of the most sparsely populated areas of South Africa with a population density of 5.2/km² with the majority of the population located in the south and close to the Olifants River, primarily within the premier towns of Vredendal, Klawer, Vanrhynsdorp, Lutzville and others. The town of Vanrynsdorp had a population of 6,272 as recorded by the 2011 census. The Olifants River, with its associated canal systems, supports a growing agricultural sector which focuses on viniculture and citrus fruit farming. The agricultural activities are the primary economic sector of the regional economy and are supported by a well-established infrastructure. Tourism (mainly in Namaqualand and on the western coast at Strandfontein), business and lobster fishing contribute on a smaller scale to the local economy. Vredendal is considered an advanced modern town with a developed infrastructure that includes an airfield, shopping centres, hospital and clinics, schools and banking. As would be expected, the infrastructure is less developed in the northern sectors of the municipality which has a much lower population density. The Steenkampskraal Project area is a rural region with economic activities limited to livestock farming (sheep and goats) which is serviced by an untarred local road network that connects to the tarred N7 national northsouth route.

52 June Tourism has become an increasingly important source of revenue due to the biodiversity of the region and the annual spring flowering season. The electricity generation and reticulation in the region is provided by the national power supplier Eskom but the grid does not extend to the Steenkampskraal Project. The most proximal high voltage (400 kilovolt (kv)) powerline is located at the Juno substation near Vredendal approximately 80km to the south of the Steenkampskraal Project. Eskom plans to develop an 800 megawatt (MW) Combined Cycle Gas Turbine (CCGT) power station at Oranjemund, which would result in the construction of a 400kV powerline close to the project area, However, the implementation date of this project is unknown. In addition, the Koeberg nuclear power station, approximately 200km south of Saldanha Bay, comprises two large turbine generators with a combined rating of 1,800MW. The Steenkampskraal Project will begin construction and mining operations using a combination of solar power and diesel generated power. Little Namaqualand has limited surface and groundwater resources and the average effective recharge for the area is very low. Several westerly flowing rivers are present within the Steenkampskraal Project area, including the non-perennial Klein Riet and Nabeep Rivers which drain into the Geelbeks River. Borehole water will be used for operational requirements at the project site and sufficient sustainable underground water resources have been identified through test pumping to meet the requirements of the Steenkampskraal Mine and Processing Plant (Section The mine and process plant have been specifically designed to be water efficient and the water demand from the project will only be the equivalent of 28% of the average dry season annual exploitation potential of the regional quaternary catchment of 51.3 million cubic metres (Mm 3 ), namely 0.9% of the storage potential of the quaternary catchment over the LoM. A reverse osmosis plant has been installed and commissioned on-site. The borehole water supply will vary between 18,000 litres per hour (l/h) to 30,000l/h, which is deemed sufficient for anticipated ongoing refurbishment requirements, utility and potable water consumption volumes for future infrastructure, as well as mining and processing supply. The Steenkampskraal Mine has been dormant for approximately 50 years and the original surface plant and building infrastructure has been levelled by GWMG. The historic underground workings have remained in good condition, and refurbishment of the decline shaft and construction of related infrastructure for the project has been completed. Currently, various offices and change-rooms; equipment stores, a core yard and core shed, and a first-aid room exist on site (Figure 9). Staff and contractors have been variously housed in the towns of Bitterfontein, Nuwerus, Vredendal, and Vanrhynsdorp. Accommodations during the construction and operational phases is planned to be located closer to the on-site activities. The Steenkampskraal Project site currently has adequate communications infrastructure, which will require expansion to satisfy the requirements for construction and operational activities. Parastatal telecommunications service provider Telkom provides four land based telecommunications lines and a mobile phone repeater tower has been installed at the site which is still to be commissioned. Electronic communication is via a dedicated satellite link. The surface rights available for the development of the Steenkampskraal Project are adequate in terms of a potential plant site, TSF areas, waste rock and disposal sites, mine administration and accommodation sites. The prospecting rights areas contain no infrastructure, and, all operations on the properties are supported by infrastructure and facilities located at the Steenkampskraal Project site. 5. History NI Item 6 The mineralised monazite vein of the Steenkampskraal Project has been the focus of numerous geological, mineralogical and metallurgical investigations undertaken by various companies and academics since its official recorded discovery in 1949.

53 June In terms of the NI Standards of Disclosure for Mineral Projects (Part 1, Section 1.1) the definition of historic mineral resource estimates is an estimate of the quantity, grade or metal or mineral content of a deposit that an issuer has not verified as a current mineral resource or mineral reserve and which was prepared before the issuer acquiring, or entering an agreement to acquire an interest in the property that contains the deposit. The exploration, production and mineral resource information pertaining to all owners of the Steenkampskraal Project prior to the current GWMG ownership has therefore been classified as historic exploration information, historic production and historic mineral resources. The outdated nature of the production information and mineral resource estimates provided in the documentation pertaining to that period has resulted in the use of the terms resources, orebody and ore reserves, which are not compliant with the current CIM definitions of these terms. The information provided in this historic ownership section uses such terms in their original context but it is important to note that any reference to the terms resources, orebody or ore reserves cannot not be relied upon as implying the definitions used in NI Anglo American Corporation Limited, through its subsidiaries Monazite and Mineral Ventures (Pty) Ltd and Anglo American Prospecting Services (Pty) Ltd, owned the prospecting and exploitation licences over the Steenkampskraal Project at several points throughout the project history (Table 6). The activities of these subsidiaries are often referred to throughout the Steenkampskraal Feasibility Study, as having been undertaken by the holding company Anglo American Corporation. The historical estimates provided in this section have not been verified, a qualified person has not done sufficient work to classify the historical estimates as current mineral resources or mineral reserves and GWMG or the signatories of this ITR are not treating the historical estimate as current mineral resources or mineral reserves Historic Ownership and Exploration of the Steenkampskraal Project Area NI Item 6(a), (b) The ownership of the Steenkampskraal Project and the historical exploration undertaken by the various exploration/production companies which held the rights to the project are summarised in Table 6 and presented in more detail in Sections to Section: San People Evidence of the historic presence of the local indigenous San people in the region is provided by scattered stone flake and core stone artefacts in the vicinity of the outcrop of the mineralised monazite vein at the Steenkampskraal Koppie. The evidence suggests that the San utilised the high density monazite material for sling stones and arrowheads for traditional hunting Discovery of the Mineralised Monazite Vein The recorded discovery of the mineralised monazite vein was by D.R. Bell in 1949 following the collection of samples across the monazite mineralised vein Vanrhynsdorp Mining Syndicate Following the discovery of the mineralised monazite vein, a mining syndicate based in the local town of Vanrynsdorp, was awarded the rights to exploit the deposit in 1950 and mining continued until cessation of surface mining in No documented exploration or production information pertaining to this period is available Anglo American Corporation During the surface mining operations of the mineralised monazite vein by the Vanrhynsdorp mining syndicate, Anglo American Corporation obtained an option to prospect the area in 1951 and apparently the prospecting was undertaken concurrently with the mining production of the syndicate. The Anglo American Corporation prospecting entailed a diamond drillhole campaign of 24 angled drillholes BH1 to BH24, which totalled 2,929m (see Figure 18). The depth of the drillholes varied between 84m to 259m and 16 of the drillholes intersected the target mineralised monazite vein with depth. Limited downhole logging notes and no assay results have not been recovered from the campaign, however the end of hole (EoH), monazite intersections and collar positions of 23 of the 24 holes have been subsequently verified.

54 Steenkampskraal Project Figure 09 HISTORIC AND CURRENT INFRASTRUCTURE AT THE STEENKAMPSKRAAL PROJECT GRAVEL SURFACED PROJECT ACCESS ROAD AND SECURITY HISTORIC DECLINE SHAFT TO BE USED AS A VENTILATION SHAFT CURRENT PROJECT SITE WITH CORE SHED, OFFICES AND STORAGE DAM VERTICAL SHAFT ON STEENKAMPSKRAAL KOPPIE SITE OFFICES AND RELOCATED ROCK DUMP New combined rock dump Cleared contaminated area Source: Venmyn Deloitte 2014 VMD1445_GWMGSteenkampskraal_2014

55 June Table 6 : Historic Ownership and Exploration of the Steenkampskraal Project PERIOD RIGHTS OWNER Anglo American Corporation EXPLORATION COMPANY EXPLORATION UNDERTAKEN pre-1900's NA San People Utilised the high density monazite rock for sling stones and arrowheads 1949 NA D.R. Bell Recorded discovery of the mineralised monazite vein Vanrhynsdorp mining syndicate Rights to exploit the "deposit" acquired and mining commenced in 1950 from three 5m deep trenches and the thorium product exported to the United Kingdom Awarded an option to prospect while the Vanrhynsdorp mining syndicate continued Anglo American surface mining operations. Undertook a 24 drillhole diamond drilling campaign for Corporation 3,000m Monazite and Mineral Ventures (Pty) Ltd (Monazite and Mineral Ventures) New Wellington Anglo American Corporation New New Wellington Wellington of Africa (Pty) Ltd Metorex (Pty) Ltd (New (Metorex) Wellington) Anglo American Prospecting Services (Pty) Ltd (Anglo American Prospecting Services) Rareco Present Source : Snowden 2012 Rare Earth Extraction Co. Limited (Rareco) Great Western Minerals Group Ltd (GWMG) Steenkampskraal Monazite Mine (Pty) Ltd Prospecting culminated in a shaft being sunk to 33m from which underground mining commenced. Monazite and Mineral Ventures was registered to operate the mine - a subsidiary of Anglo America Corporation. Two shafts, a decline and five mining levels were developed during this time to produce 53,939t of monazite concentrate from 128,289t of RoM Awarded Prospecting Lease (920/1969) for the Steenkampskraal area A preliminary economic appraisal was undertaken to re-process the old dumps and to re-open the historic mine. Regional exploration campaign which involved fitting geological vehicles with scintillometers and various map sheets being traversed Regional exploration involving an airborne radiometric and aeromagnetic survey and a ground scintillometer survey. Undertook a preliminary evaluation which resulted in 184 underground chip samples being collected, the excavation of a 25t bulk sample and the shipping of two bulk monazite consignments abroad for further analysis Scintillometer and magnetic survey, including IP surveys. Aided in drillhole target identification after which eight drillholes were drilled (1,715.77m). Followed up with an underground mapping and sampling campaign (133 samples). A soil sampling campaign together with ground magnetic and radiometric surveys were completed on ta 50m x 200m grid. Culminated in seven percussion drillholes being drilled and reassessment of the "reserves". Quantification of 1991 (Mendelsohn) "reserves", water borehole drilling and census, water sampling and a survey of the broken monazite rock left in the ore passes. Additional underground sampling as well surface drilling (4 drillholes). Results were used in 1996 "reserve" estimate Rareco listed on the JSE in 1996 in order to raise funds to develop the Steenkampskraal Mine New order mining right issued in June 2010 with the work programme approved under the Steenkampskraal Monazite Mine (Pty) Ltd Certificate of Registration Completion of a large scale exploration campaign comprising 232 drillholes totalling 28,157.43m. In addition 99 channel samples were collected totalling m. The results of this campaign were used to calculate a Mineral Resources Estimate which used in the 2012 Snowden PEA. The Mineral Resource Estimate was update in 2013 The positive results of the drilling programme culminated in the Steenkampskraal thorium mine being brought into production by Monazite and Minerals Venture (Pty) Ltd, a wholly owned subsidiary of Anglo American Corporation until its closure in The surface mining ceased in early 1952 and a cross-cut from a vertical shaft located on the Steenkampskraal Koppie intersected the mineralised monazite vein 30m below the surface (called 100 Level) and development drives were subsequently excavated. A 140m long shaft inclined at 30 was driven from the southern base of the Steenkampskraal Koppie to intersect the monazite vein 95m below surface. Three main mining levels were created; the naming terminology of which was based on depth below the collar of the vertical shaft, namely 100 level = 100 feet below the collar. In addition, two intermediate levels were created, the first between the 200 and 300 Levels, and the second below the 300 Level. The levels in the historic mine are currently called Levels 1 to Level 3 (see Figure 21). Due to a global market switch from thorium to uranium as the nuclear fuel of choice, interest in thorium declined during the 1960s and the mine closed in 1963 without exhausting the potential underground mineralisation. The prospecting right over the Steenkampskraal Mine was later granted to New Wellington of Africa (Pty) Ltd (New Wellington) in 1969, subsequent to which Anglo American Corporation showed a renewed interest in the Steenkampskraal Project. The feasibility of re-opening the mine and re-treating the historic TSFs was evaluated in 1970, as part of a broader Anglo American Corporation objective of undertaking a regional exploration campaign to identify a larger thorium-monazite region.

56 June New Wellington Subsequent to Anglo American Corporation s regional exploration efforts between 1970 and 1973, New Wellington undertook a regional exploration campaign of the area in 1975, which comprised an underground and surface grab-sampling campaign confirming high REE and modest copper contents of the mineralised monazite vein and a stream sediment sampling campaign at a density of one sample per 15km 2 to 20km 2. An extensive, 4,056 line-km airborne radiometric and aeromagnetic survey covering approximately 1,800km² was flown across the Steenkampskraal Project area at a line spacing of 500m, in an attempt to discover further monazite occurrences. A ground scintillometer survey demonstrated that marked differences between the background values of the Nama Group metasediments and the Namaqua gneisses exist. No further potential monazite anomalies were identified during the campaign Metorex Following an improvement in the thorium market, Metorex (Pty) Ltd (Metorex) indicated an interest in New Wellington s mineral asset and undertook a preliminary evaluation of the mineralised monazite vein in The evaluation concluded that under the prevailing market conditions the mineralised monazite vein had the potential to be exploited, but that more a detailed exploration and feasibility study would be required. The feasibility study included an underground sampling programme on the mineralised monazite vein in order to:- chip sample the entire underground area at 10m intervals in order to recalculate the historic ore reserves ; obtain a 25t bulk sample in order to conduct pilot plant test work; and produce a 6t monazite concentrate to be shipped to potential overseas customers for further analysis. The underground chip sampling campaign consisted of sampling all accessible stopes, raises and drives at 10m intervals across the width of the mineralisation by taking narrow groove (1.5cm wide) chip samples. In addition, where possible, hanging and footwall samples were collected in order to assess the extent of any potential footwall or hangingwall mineralisation. A total of 184 samples were collected from 159 sections, all of which were assayed for ThO 2 content with every 10 th sample assayed for TREO. The results of this exploration were incorporated in the 1979 feasibility report authored by McChesney. The 19 samples jointly assayed for ThO 2 and TREO provided a mean grade of 2.20% ThO 2, 17.22% REO and 19.42% REO+ThO 2. McChesney concluded that a definite relationship exists between the ThO 2 and REO grades of the mineralised monazite vein and that only negligible mineralisation occurs in the immediate host country rock. The 25t bulk sample was collected from five accessible points within the historic mine workings and the analysis yielded mean grades of 3.16% ThO 2, 18.40% REO and 21.56% REO+ThO 2. The metallurgical testwork was conducted by the National Institute of Metallurgy in a dedicated pilot plant which was designed to ascertain the most appropriate closed circuit gravity concentration process. Two bulk monazite concentrate consignments were shipped overseas to consumers for which no results are available (Jones, 2013). Metorex made the strategic decision to not proceed with mining as the small production of a low-value product was deemed economically unviable at that time Anglo American Prospecting Services Anglo American Corporation showed renewed interest in the Steenkampskraal deposit as a result of the Metorex investigation and through its subsidiary Anglo American Prospecting Services (Pty) Ltd, opted to further explore and evaluate the area from 1985 to 1987 under an option agreement with the prospecting lease owners, New Wellington. The details of the Anglo American Corporation exploration is summarised in Table 7 over page.

57 June Rareco Rareco secured the prospecting rights over the Steenkampskraal Project area in 1989 and undertook an extended exploration and evaluation campaign (Table 6). Highlights of this campaign included:- a geological investigation and quantification of reserves by Mendelsohn in 1991; the drilling of three boreholes as water supply sources and the pump testing thereof; a borehole census and groundwater sampling and analysis campaign by the Atomic Energy Corporation (AEC); a survey of the blasted monazite material remaining underground in the ore passes, stopes and drives; a scintillometer survey of the contaminated surface area; additional underground sampling focussing on the host rock surrounding the monazite deposit; a drilling programme comprising four boreholes (RD1, RP1, RP2 and RP3) drilled on the southern limit of the known underground workings. These boreholes formed a part of the 1996 Rareco ore reserves estimation by Mendelsohn (Section 5.2); and exploration samples were submitted to the Anglovaal Research Laboratory. Academic studies by Dr M Andreoli indicated that the mineralised monazite vein showed a normal REE distribution enriched in LREE over HREE. Table 7 : Anglo American Prospecting Services Exploration 1985 to 1987 DATE ACTIVITY DETAILS Blanket Scintillometer and Magnetic Survey Drilling Underground mapping and sampling Soil sampling Ground Magnetic and Radiometric Survey IP Survey Percussion Drilling Source : Snowden 2013 Undertaken over the entire lease area, plus detailed surveys over the old mine area (Jones, 2013). Included in this exercise were several induced polarisation (IP) traverses across the monazite mineralisation for orientation purposes which yielded a weak chargeability response from the monazite. Although the chargeability signature was weak, it was used as a tool to trace the known monazite mineralisation under cover to the east. This aided in targeting subsequent drill holes, drilling results of which subsequently confirmed the monazite extension at depth A total of 1,715.8m was drilled from eight inclined drillholes (STK25 STK32) all of which were targeted to test the strike and down-dip extensions of the monazite mineralised vein. EoH s varied from m to m with the collars of seven of these holes located by GWMG and resurveyed. The drilling of STK28 350m east of the mine workings intersected a 60cm monazite occurrence which was the first proof a strike extension of the monazite mineralised vein A total of 112 channel samples were collected from the monazite mineralised vein and 21 samples collected from the hangingwall and footwall (Jones, 2013). Wherever accessible channel samples were collected every 5m to 10m along the drives, raises and stopes of the historic mine. The aim of this underground sampling campaign was to:- indicate the potential for further mineralisation at the peripheries of the mine; determine the average grade, and distribution of Au, Ag and Cu associated with the monazite; determine the variations in the individual REE ratios through the underground areas; determine the structure and mode of emplacement of the mineralisation; and identify the different ore types for downstream metallurgical processes. All samples were assayed for Au, Ag and Cu and 30 were analysed for Y, Th, Ce, La, Nd and Pr. An additional 30 were assayed for Pt, Pd and Rh. Results indicated a variable REE content and that the monazite mineralised vein contained no Pt, Pd or Rh enrichment. Grades of 0.61g/t Au, 9.2g/t Ag, 0.94 %Cu were obtained while the relative REO contributions were 41% Ce 2O 3, 21% La 2O 3, 17% Nd 2O 6, 12.5% ThO 2, 4.5% Pr 6O 11 and 4% Y 2O 3 Gridded soil samples collected on a 50m x 200m northsouth orientated grid. None of these were sampled due to the fact that they were taken from the thick cover sequence (Jones, 2013) Survey conducted along the same grid as the soil sampling but with readings collected every 10m Magnetics indicated deeper, young sedimentary basins to the east and west which outlined and magnetic axis co-incident to the mineralised monazite vein. The radiometric survey provided no meaningful anomalies Conducted at various intervals which delineated several low order and poorly defined anomalies along the strike and extension to the east and west of the Steenkampskraal Mine 720m drilled from seven percussion drillholes, each of which was radiometrically logged, however no additional areas of monazite mineralisation were identified

58 June In 1996 Rareco listed on the JSE-Venture Capital Board in order to acquire the necessary funds to acquire the Steenkampskraal prospecting rights and further develop the potential resources. In 2007 Rareco delisted from the JSE and was granted a New Order Mining Right in June 2010 through its subsidiary Steenkampskraal Monazite Mine (Pty) Ltd. In May 2011 Rareco received approval for its work programme under Steenkampskraal Monazite Mine (Pty) Ltd. s Certificate of Registration. On 12 July 2011 GWMG completed its acquisition of 100% of the ordinary shares of Rareco Historic Mineral Resource Estimates - Steenkampskraal Project Area NI Item 6 (c) A number of historic mineral resource and reserve estimations have been historically undertaken by the various owners of the project since the 1963 closure of the Steenkampskraal Mine, the majority of which were estimated prior to the introduction of NI While of significant historic interest, none of the historic sampling was correlated with a quality assurance and quality control (QA/QC) programme and therefore does not comply with current international reporting standards including those of NI Due to the lack of adequately validated historic data, it was not possible to classify the historical estimates as NI compliant mineral resources or mineral reserves and GWMG is not treating any historical estimate as current mineral resources or mineral reserves. The historic sampling and assay results have been presented for comparative purposes in Table 8 but it is important to note that neither Snowden nor Venmyn Deloitte has verified these estimates and therefore these historical estimates cannot be relied upon. The earliest historic Reserve figures were estimated in 1962 by the Anglo American Corporation subsidiary, Monazite and Mineral Ventures (Pty) Ltd. The data was presumably sourced from the operating the mine and was based on development and stope sampling and underground drilling. The estimates were made at the time of the Steenkampskraal Mine closure and comprised a total of 31,288t payable Reserves at 3% ThO 2. The use of the terms resources, orebody and ore reserves are not compliant with the current CIM definitions of these terms and cannot not be relied upon as implying the definitions used in NI Table 8 : Comparative Summary of Historical Resource and Reserve Estimates COMPANY Monazite and Mineral Ventures (Pty) Ltd Metorex (Pty) Ltd Anglo American Prospecting Services (Pty) Ltd Rare Earth Extraction Co. Limited DATE TONNAGE (t) , Unknown (1973?) GRADE (%) ThO ThO 2 REO 2 + REO 91, , , , , , , COMMENTS Earliest historic "reserve" figures which are affiliated to the Anglo American Corporation mine closure plans dated 31 December The estimate was an indication of total payable "Reserves" An obscurely dated "Reserve" estimate which must be considered of historic interest only. Estimated by Gardyne (1977) as an in situ figure, i.e. likely a "Resource" estimate. Historical "Reserve" figures were reported as 90,750t at 1.90% ThO 2 and 17.48% TREO Samples on which the resource update was based were taken without radiometric definition of the extent of the mineralisation with only occasional hanging wall and footwall check samples taken. Rareco considered that the Metorex sampling represented an under assessment of the "Reserve" tonnages available. Of this 106,230t resource, 48,950t were "Proven Reserves" Estimation undertaken by Palmer of in situ monazite material in the underground Steenkampskraal Mine area. Metric tonne resource with an estimated content of 18,400t ThO 2+REO concentrate. A 5% REO+ThO 2 cut-off grade was used Database of this revised estimate has not been located. Classified as 81,962t at 16.7% ThO 2+REO "Proven Reserves" and 26,046t "Indicated Resources) at 12.7% ThO 2+REO Mendelsohn re-estimated Metorex's reserve figures with the addition of several borehole values, some check sample values, and improved tonnage factors. The same comments apply to this "Reserve" estimate as to the Metorex estimates. Estimate split between "Proven" (35,800t), "Probably" (30,800t) and "Possible" (15,300t) The most recent historic estimate was again by Mendelsohn for Rareco in 1996, which categorised 84,000t at 18% REO as "Proved" and "Probable" and 33,500t as "Possible" Source : Snowden 2012 Note : the terms resources, orebody and ore reserves are not compliant with the current CIM definitions of these terms and cannot not be relied upon as implying the definitions used in NI

59 June The 1977 Metorex estimate divided the underground Reserves divided into Proved, Probable and Possible with all of the 1962 Monazite and Mineral Ventures (Pty) Ltd reserves accepted as Proved. Probable Reserves included all those resource blocks with at least one borehole intersection or which were completely surrounded by Proved blocks but which were not included in the Proven blocks. The following factors were applied to the Metorex 1977 estimation (Jones, 2012):- a specific gravity (SG) of 4.39 was applied to the entire mineralised monazite vein; a 15% geological loss factor was applied to allow for the negative impact of geological factors such as unforeseen faults, dykes and losses of ground; and a 12% allowance was made for dilution and the Probable and Possible Reserves were discounted by a further 50% and 70% respectively, due to the paucity of data. In 1986 Anglo American Prospecting Services (Pty) Ltd (Palmer 1986) estimated:- that 121,000t of in situ monazite material remained in the underground areas at an average grade of 15.2% REO+ThO 2 (at a cut-off grade of 5%); that a further 54,000t of low grade (5% to 8% REO+ThO 2) material was estimated to be present on the waste dumps and within the historic TSFs, quoted as diluted RoM based on a minimum stope width of 91cm (Jones, 2012); that the 1962 Monazite and Mineral Ventures Reserves were acceptable for inclusion in the 1986 Proven category; that the Indicated category included blocks that occurred within, or closely adjacent to, underground development and were discounted by 25% to total a 75% of the estimated tonnage; and that the Inferred blocks were those that occurred outside the developed areas which were based on the extrapolation of surface data, geological deduction and peripheral surface drilling. The Inferred tonnages were reduced to 50% of the value estimated. The Inferred category was subsequently removed from the estimates because the outer exploration drillholes proved barren. In 1995 Rareco tabulated five historic Reserve estimates all which were comparable as no mining had commenced at the Steenkampskraal Mine subsequent to their estimation. Rareco placed a strong reliance on the final Anglo American Corporation mine closure estimate as this estimate was undertaken by the mine personnel who had an intimate knowledge and understanding of the mineralised monazite vein. The most recent comprehensive historic estimate was undertaken by Mendelsohn for Rareco in 1996, the results of which are summarised as follows:- the mineralised monazite vein contained 84,000t of recoverable, diluted RoM material modified by 10% geological losses and 10% mining losses, containing 18% REO and small amounts of copper (0.8% Cu), gold (0.5g/t Au) and silver (6g/t Ag) in the Proved and Probable categories; an additional recoverable 33,500t at 13.60% REO in the Possible category; 17,000t of blasted monazite bearing material underground containing an undetermined amount of REO; patches of host rock immediately above and below the mineralised monazite vein which could contain 15,000t to 30,000t at a lower grade; 43,500t of historic TSF on surface containing 9.52% REO; and 41,500t in the waste rock dumps containing 5 to 7% REO. The Rareco Reserve estimate was based on 305 sample points for true thickness and 224 samples for ThO 2 and the mineralised monazite vein was divided into 20m x 20m blocks into which grade estimations were made based on Krigged algorithms. Rareco concluded that monazite mineralisation existed at depth beyond the limits of the 1996 estimate.

60 June Historic Production NI Item 6 (d) The Vanrhynsdorp mining syndicate was the first company to actively exploit the Steenkampskraal mineralised monazite vein between 1950 and Surface production occurred from three trenches, each approximately 5m deep, situated at the widest surface extent of the monazite vein outcrop and the location of the open cast areas is provided in Figure 4. The monazite was mined for its thorium content and exported to the United Kingdom. No production figures are preserved. Following the success of the Anglo American Corporation exploration in 1951, and the waning and ultimate closure of the Vanrhynsdorp mining syndicate surface mining efforts, Anglo American Corporation gained control of the property and opened the underground mine in 1952 (Section 5.1.7). The production was described as sporadic (Jones, 2013), mainly sourced above the 300 Level and reached its peak between 1954 and The monazite concentrate was sold for its thorium content to European and American clients who extracted the thorium for use in nuclear power plants. Annual production figures are unavailable however a total of 53,939t of monazite concentrate was documented as having been produced from 128,289t of RoM during the LoM. No further production has occurred at the Steenkampskraal Project since the closure in Historic Exploration on the Greater Steenkampskraal Project The current prospecting rights comprising the Greater Steenkampskraal Project are presented in Table 5 and illustrated in Figure 2. The historic exploration activities on the properties surrounding Steenkampskraal Project were identified through reviews of the historic datasets and reports and are broadly summarised as follows. Not all of the properties examined by GWMG have been included in the Greater Steenkampskraal Project portfolio:- following the discovery of radioactive thorium on the farm Steenkamps Kraal 70 (Ptn 1) in 1952, the surrounding farms were geologically mapped and traversed with a Geiger counter by Anglo American Prospecting Services (namely the farms Banken, Vlermuis Gat, Klein Banken, Brandewynskraal, Dorst Vlakte, Steenkampskraal, Nabeeb, Melkbosch Vlakte, Kruispad, Leeuw Kuil, Roode Wal and Uilklip). Occurrences of in situ radioactive material were identified at Roode Wal and Uilklip, as well as alluvial concentrations on Uilklip and Leeuw Kuil; in July 1954, four Anglo American drillholes were drilled to investigate the Roode Wal anomaly, all of which failed to intersect monazite. At least four pits and trenches were excavated on the Roode Wal occurrence, and three trenches on the Uilklip anomaly from which approximately 60t of material was dispatched for testing but no results are available from the testwork on this bulk sample. in August 1955, an airborne scintillometer survey was flown in the vicinity of historic Steenkampskraal Mine and seven anomalies were identified on the following farms with peak scintillometer readings over anomalies given in counts per second (cps): Steenkamps Kraal 70: 11,500cps; Bushmans Graaf Water 68: 2,200cps and 2,200cps Kruispad 72: 2,000cps and 2,600cps; Uilklip 65: 2,200cps Roode Wal 74: 3,800cps Anglo American Corporation flew an airborne geophysics survey in 1975 covering 4,056 line kilometres, 1,800km 2 at a line-spacing of 500m. None of the airborne data is available; however, but strong thorium responses were recorded over the mine and a possible extension of the mineralisation to the west on the farm Brandewynskraal was noted. The only other anomaly comparable to that over the mine area was recorded over the known monazite occurrences on the farms Uilklip and Roode Wal but they were considered to be of no economic significance. A moderate anomaly was identified on the farms Klein Banken and Banken, 7km west of the historic Steenkampskraal mine;

61 June grab samples from the Roode Wal and Uilklip anomalies were taken in 1975 and analysis confirmed the high REE and copper contents but the occurrences were still considered to be too small to be of economic interest; the Klein Banken anomaly was confirmed with assays of grab samples indicating the presence of a small copper, thorium and monazite vein too small to warrant further attention; and in May 1986 samples collected from monazite veins on Roode Wal and Uilklip were determined by X-ray fluorescence (XRF) to be particularly rich in monazite containing between 25% to 40% total Ce-La-Pr-Nd-Y-Th. 6. Geological Setting and Mineralisation NI Item 7 (a), (b) 6.1. Regional Geological and Structural Setting NI Item 7 (a) The geological history of Southern Africa is long and complex, dating from before 3.7(billion years) Ga. The complex history has resulted in a wide diversity of geological terranes and the preservation of a significant proportion of the Archaean, and older, sequences has contributed to the mineral wealth of the region. The Kaapvaal Craton, which occupies the northeastern sector of South Africa, is the oldest, most stable foundation upon which the younger geological formations have been developed. The Kaapvaal Craton is a crustal block composed mainly of gneisses and granitoids with lesser volumes of metamorphosed volcano-sedimentary suites known as greenstone belts. A lengthy period of extensional tectonics, sedimentation, igneous intrusion, lava extrusion and collisions between cratons ultimately resulted in crustal thickening and the formation of distinct regional orogenic belts within which specific tectono-metamorphic terranes developed in response to local conditions. A significant tectonometamorphic terrane flanking the south and west of the Kaapvaal Craton is the Namaqua-Natal Metamorphic Province, within which the Steenkampskraal Project is located (Figure 10) The Namaqua-Natal Metamorphic Province The Namaqua-Natal Metamorphic Province (Namaqua-Natal Province) forms an arcuate belt which bounds the western and southern margins of the Kaapvaal Craton. The province is considered to include the igneous and metamorphic sequences formed, or metamorphosed, during the Namaqua Orogeny (~1,200 million years (Ma) to ~1,000Ma) and outcrops extensively in the Northern Cape, Kwa-Zulu Natal and to a lesser extent in the Western Cape municipal provinces (Figure 1). The Namaqua-Natal Province comprises two apparently geographically separate sectors, namely the Namaqua Sector in the west and the Natal Sector in the east (Figure 10), which have nonetheless been shown to be genetically linked. The two sectors form part of a continuous 1,400km long and 400km wide arcuate orogenic belt extending beneath the Phanerozoic Karoo Supergroup (Figure 11). The orogenic belt includes a group of schistose and gneissic metasedimentary, metavolcanic and igneous intrusive lithologies which are exposed along the Orange River in the east and the Atlantic coastline in the west. The Namaqua-Natal Province can be subdivided into numerous tectono-stratigraphic subprovinces and terranes based on changes in the stratigraphy across structural discontinuities. The Namaqua Sector within the Namaqua-Natal Province comprises supracrustal units that have been intensely deformed and metamorphosed together with a wide variety of igneous intrusives which are predominantly granitic in character. The province is overlain to the north and south by younger, predominantly sedimentary sequences of the Vanrhynsdorp Group and Karoo Supergroup (Figure 10). The Namaqua Sector, which is flanked along its eastern margin by the Kheis Metamorphic Province (Figure 10), can be subdivided into five distinct geological domains which are summarised in Table 9 and the relative locations of which are illustrated in Figure 10. The sector is host to numerous vein-type monazite-apatite-chalcophyrite-magnetite bodies which cluster in a 30km² area, 160km south of the Okiep copper district (shown on Figure 1).

62 Steenkampskraal Project Figure 10 REGIONAL TECTONO-METAMORPHIC TERRANES OF SOUTHERN AFRICA Limpopo North West Gauteng Mpumalanga Free State Kwazulu- Natal GARIEP BELT Namibia Botswana Northern Cape Swaziland Eastern Cape O 28 S Western Cape NAMAQUA SECTOR KAAPVAALCRATON Lesotho Durban Amanzimtoti O 32 S LEGEND Williston GREATER STEENKAMPSKRAAL PROJECT Beattie Mbashe NATAL SECTOR LEGEND Thrust Transcurrent shear zone Magnetic anomaly Gravity-based northern boundary of Namaqua-Natal Metamorphic Province SALDANIA BELT 0 250km Scale Pan-African orogenic belts Namaquwa-Natal Metamorphic Province Keis Province (outcrop/suboutcrop) Kaapvaal Craton O 16 E O 20 E O 24 E O 28 E O 32 E BOTSWANA O 28 S Alexander Bay NAMIBIA 1 3 BoSZ 4 Upington TSZ 6 5 DT Namaqua Front Kheis Front Gariep Front HRT PSZ GT Pofadder O 30 S Springbok Buffels River Shear Zone 2 NSZ BSZ Prieska GREATER STEENKAMPSKRAAL PROJECT West Coast belt Garies Shear Zone LEGEND O 32 S Atlantic Ocean Pan-African Front 0 100km Scale Bitterfontein Namaqua-Natal Metamorphic Province (Namaqua Sector) Post-Gariep cover rocks GARIEP PROVINCE Koras Group Areachap Terrane Kakamas Terrane Bushmanland Terrane Kaaien Terrane Richtersveld Subprovince KHEIS PROVINCE Marydale Terrane KAAPVAAL CRATON Thrust fault Shear zone O 17 E O 19 E O 21 E O 23 E Source: Venmyn Deloitte 2014 VMD1445_GWMGSteenkampskraal_2014

63 REGIONAL GEOLOGY OF SOUTH AFRICA AND THE WESTERN CAPE PROVINCE O S STEENKAMPSKRAAL PROJECT O 30 S O 25 S O 35 S VMD1445_GWMGSteenkampskraal_2014 STEENKAMPSKRAAL PROJECT O 20 E O 25 E CENOZOIC Mostly alluvials and related sediments MESOZOIC-PALEOZOIC Basalts, rhyolites of the Drakensberg and Lebombo Groups; Karoo Supergroup Limnic continental sediments of the Stormberg Group (Clarens, Elliot and Molteno Formations); Karoo Supergroup Continental sediments of the Beaufort Group; Karoo Supergroup Shales, sandstones of the Ecca Group; Karoo Supergroup Glacial sediments of the Dwyka Group; Karoo Supergroup Karoo sediments undifferentiated Sandstones, quartzites, shales of the Cape Supergroup and the Natal Group O 30 E Recent-Neogene Lower Jurassic Upper Triassic LEGEND Lower Triassic- Upper Permian Lower Permian Upper Carboniferous 0 Lower Paleozoic Scale 150km 0 Scale 50km Atlantic Ocean PROTEROZOIC Granites, limestones of the Cape Granite Suite and the Malmesbury Group Metasediments, metavolcanics of the Namaqua-Natal belt Arkoses, conglomerates of the Waterberg Group Gabbros, granites, anorthosites of the Bushveld Complex Dolomites, limestones, iron formations, shales, quartzites of the Transvaal Supergroup ARCHEAN Basalts, andesites, porphyries of the Ventersdorp Supergroup Gneisses, granulites, schists of the Limpopo Belt Quartzites, conglomerates, lavas of the Witwatersrand and Pongola Supergroup Archean granitic crust (granites, tonalites, granitoids) Greenstones, sandstones, conglomerates, komatiites, pyroxenites of the Barberton, Murchinson, Pietersburg Groups O 20 00'E (Cambrian-) Neoproterozoic Mesoproterozoic Paleoproterozoic Neoarchean Mesoarchean Meso-Paleoarchean Steenkampskraal Project Figure 11

64 STRUCTURAL AND DEPOSITIONAL HISTORY OF THE BUSHMANLAND TERRANE REGIONAL OROGENY FORMATIONAL/DEPOSITIONAL EVENTS LITHOLOGY STRUCTURAL EVENTS METAMORPHISM MINERALISATION EVENT 480Ma Damara 580Ma Nama Group Sediments Vanrhynsdorp Group (Arondegas and Besonderheid Formations) Conglomerate, quartzite, shale, limestone D5 N-S trending, normal faults, sub-vertical Pan-African Overprint - lower greenschist facies Granite-Pegmatite Event Leuconorite, norite, glimmerite Erosion - 500my 850-1,030Ma 1,000Ma 1,100Ma Namaqua 1,210Ma 1,500Ma 1,700Ma Eburian 1,820Ma Koperberg Suite Spektakel Suite Rietberg Granite Little Namaqualand Suite - including Concordia and Kweekfontein Granites Nababeep and Modderfontein Granite Gneiss Khurisberg Supergroup Sediments Bushmanland Group Gladkop Suite Leuconorite, norite, glimmerite, granite, syenite Granite Granite gneiss Aluminous sediments and quartzites Suite of acid and Cu-bearing basic units Klondikean O Okiepian Orange River D4 Conjugate sets NE-NW trending myolite zones D3 D2 F3 Kilometre-scale open, upright folds S2 Steepening of structures Intrusion of Mafic to Ultramafic Suites F2 Large-scale isoclinal, recumbent folding S gneissosity L2 lineations no new regional foliation Sediment deposition D1 Intrafolial folds Regional amphibolite facies O Low T C granulite facies Regional granulite facies Caroulsberg-type ore due to high O T C oxidising metamorphism bornite-magnetite Narrap magmatic-type ore chalcopyrite-pyrite Steenkampskraal Project 2,050Ma Kheision Basement Granitic STEENKAMPSKRAAL MINERALISATION Source: Snowden ,010-1,078Ma (1994) Whole rock V-Pb 1,150Ma (1994) Monazite Age 1,180Ma (1965) VMD1445_GWMGSteenkampskraal_2014 Figure 12

65 June Table 9: Namaqua-Natal Metamorphic Province/Namaqua Sector Subdivisions DOMAIN AGE (Ma) DESCRIPTION Richtersveld Subprovince Bushmanland Terrane Kakamas Terrane Areachap Terrane Kaaien Terrane ~2,000 ~2,000 possibly ~2,000 ~1,300 Low to medium grade supracrustal rocks and intrusions in the northwestern Namaqua Sector, much less affected by the Namaqua orogeny than the other terranes No pervasive ~1,000Ma (Namaquan) fabric is developed in the west, but there are some ~1,000Ma granites. Although two terranes are distinguished within it, it is called a sub-province because it clearly represents a small remnant of an originally much larger Kheisian cratonic block, surrounded by and tectonically interleaved with the Namaquan high-grade Bushmanland and Kakamas Terranes, the boundary being the Groothoek Thrust and Wortel Belt Granitic gneisses, 1,600Ma to 1,200Ma in age, amphibolite to granulite metamorphic grade supracrustal rocks and 1,200Ma to 1,000Ma aged granitoids. A pervasive Namaquan fabric is developed. The Hartbees River Thrust forms the eastern boundary. The Steenkampskraal Project is situated within this geological domain of the Namaqua-Natal Metamorphic Province. Supracrustal metapelite, Namaquan granitoids and a Namaquan fabric. It is bounded in the east by the Boven Rugzeer Shear Zone. Juvenile arc-related supracrustal rocks and 1,000Ma granitoids, with a pervasive Namaquan fabric. The Areachap-Kakamas terrane boundary is rather uncertain and probably diverges from the Boven Rugzeer Shear Zone in the south. The eastern boundary is the Brakbosch-Trooilapspan Shear Zone. Kheisian metaquartzites, deformed early Namaquan volcano-sedimentary rocks and undeformed, but thermally metamorphosed, bimodal volcanic rocks. The Namaqua Front occupies most of the Kaaien Terrane. The Dapeb Thrust forms the eastern boundary Bushmanland Terrane and Mineral Sub-province The Bushmanland Terrane forms a part of the Proterozoic Type II mineral province of southern Africa, which includes mineral deposits aged between 1,600Ma and 900Ma (Figure 10). The Bushmanland Terrane is the largest crustal segment in the Namaqua Sector of the Namaqua-Natal Province, approximately 60,000km² in extent, and comprises litho-stratigraphic sequences of three distinct age ranges as listed below and summarised in Figure 12, namely:- a basement complex consisting of predominantly granitic rocks of Kheisian age (2,050Ma to 1,700Ma) (Figure 10 and Figure 12); a variety of supracrustal sequences of both sedimentary and volcanic origin, occurring within three broad age groups (~1,900Ma, 1,600Ma and 1,200Ma); and suites of syn- and late-tectonic Namaquan igneous intrusives, generally of granitic to charnockitic composition, which include the ~1,200Ma Little Namaqualand Suite, the ~1,060Ma Spektakel Suite and basic rocks of the 1,060Ma to 1,030Ma Koperberg and Wortel Suites and Nouzees Complex, as well as ~950Ma pegmatites (Figure 12). The Bushmanland Terrane is overlain in the north and south by younger sedimentary basin deposits namely the Vanrhynsdorp Group and Karoo Supergroup sediments (Figure 11). The Bushmanland Terrane is considered a metallogenic/mineral sub-province of the region, hosting both base metal and hydrothermally altered pegmatitic deposits. The supracrustal litho-stratigraphic units of the terrane host numerous stratabound base metal deposits such as the Aggenys-Gamsberg and Putsberg areas, as well as deposits associated with granitic intrusives. The granitic intrusions of the sub-province are considered the mineralising source for various smaller mineral deposits which are often hosted within the pegmatite fields of the region. The pegmatitic deposits consist of hydrothermal tin, tungsten, uranium and semi-precious stone bearing, pegmatites as well as the thorium and REE bearing monazite-apatite intrusion of the Steenkampskraal Project. The Steenkampskraal Project mineralised monazite vein is considered to form part of a larger Namaquan aged intrusive suite and in terms of major characteristics has been classified as similar to the Koperberg Suite.

66 June Structure of the Bushmanland Terrane The structural and metamorphic history of the Bushmanland Terrane is one of prolonged crustal accretion onto a pre-existing Archaean core as summarised in Figure 12. The accretion resulted in the formation of the Proto-Kalahari Craton, the margins of which underwent intense tectonism and culminated the craton being surrounded by Mesoproterozoic tectonised crust (Basson, 2013). The margins of the fully developed Kalahari Craton underwent intense tectonism and shearing during the Namaqua Orogeny, which resulted in the development of several sub-provinces or terranes, one of which is the Namaqua-Natal Metamorphic Province Local Greater Steenkampskraal and Steenkampskraal Project Geology NI Item 7 (a) The geology of the Steenkampskraal Project and Greater Steenkampskraal Project areas comprise four distinctive geological units of differing ages (Figure 13 and Figure 14), namely:- remnants of the oldest (1,200Ma) Namaqua-Natal Metamorphic Province granitic-gneiss basement which forms the resistant outcrop of Steenkampskraal Koppie. The granitegneiss suite is considered to have formed at the high temperatures and pressures (900ºC/5.5kbars) which exist in deep crustal conditions created by major continental collision. The structural features suggest formation under brittle-ductile to ductile deformation conditions in which the progenitor materials did not actually melt but which resulted in deformation fabrics and various gneissic textures. The suite of granitic gneisses is also called the Namaqualand Metamorphic Suite; the granite-gneisses are unconformably overlain by the 550Ma to 530Ma aged sediments of the Vanrhynsdorp Group, which comprise a lower sequence of sandstones/grits called the Arondegas Formation, followed by the Gannabos Formation phyllites/shales and terminated by an upper unit of sandstones and shale called the Besonderheid Formation; the Steenkampskraal Intrusive Suite which comprises discordant dykes of alkali-feldspar granite, granite, quartz syenite together with mafic members such as hypersthenite, anorthosite and leuconorite. Locally, charnockitic and enderbites are developed and the entire suite was classified by Andreoli (1994) as part of the Roodewal Suite; and Tertiary and recent deposits comprising Knersvlakte dorbank, calcrete, ferricrete and aeolian sands. The elevated topographic regions of the Greater Steenkampskraal Project often consist of a basement of the Namaqualand Metamorphic Suite unconformably overlain by sediments of the Vanrhynsdorp Group comprising quartzitic sandstones, siltstones and conglomerates. Geological mapping of the Greater Steenkampskraal Project has identified numerous upper-granulite metamorphic grade gneisses belonging to the Spektakel Suite, Little Namaqualand Suite and Kamiesberg Group (Section , Figure 13) which include granitic gneiss, charnockitic gneiss, mafic gneiss, quartz-feldspathic paragneiss, metaquartzite, as well as minor occurrences of calc-silicate gneiss and marble. In the immediate vicinity of the mineralised monazite vein of the Steenkampskraal Project (Figure 14) various groups of Namaquan aged gneisses have been identified which are colloquially referred to as the Steenkampskraal Granitic Gneisses. The Steenkampskraal Granitic Gneisses are the most common country rock of the mineralised monazite vein and consist of undifferentiated equigranular granitegneisses and megacrystic granite-gneisses. Quartz-feldspar segregations are locally developed in the megacrystic granite-gneiss and the segregations contain both garnet and biotite. Some of the granulite metamorphic facies units contain orthopyroxene and can be locally classified as charnockites and subordinate enderbites of the charnockite group of rocks.

67 Steenkampskraal Project Figure 13 STRUCTURAL INTERPRETATION AND GEOLOGY OF THE GREATER STEENKAMPSKRAAL PROJECT AREA 3,435,000N 3,427,500N 3,420,000N 3,412,500N 3,405,000N 45,000E 35,500E 30,000E 22,500E 0 Scale 5km LEGEND Tertiary to Recent Sediments Karoo Aged Intrusion Vanrynsdorp Group Spektakel Suite Little Namaqualand Suite Kamiesberg Group Gravel, sand, silt Sandy soil Calcareous and gypsiferous sand and silt Dolerite Shale/Siltstone/Sandstone/Conglomerate Various syn- to late- Namaquan intrusives (1060Ma) Charnokite, garnet granite, megacrystic granite and foliated granite Charnokitic/foliated gneiss (1,200Ma) Grey biotite gneiss and quartzites Fault (TECT Interpretation ) Fault (1:250,000 Geological Series) Mining Right Boundary (Steenkampskraal Project): Steenkamps Kraal Ptn1 Prospecting Right Boundary (Greater Steenkampskraal Project) Source: GWMG 2014 VMD1445_GWMGSteenkampskraal_2014

68 Steenkampskraal Project Figure 14 GEOLOGY OF THE STEENKAMPSKRAAL PROJECT Northern Cape Bitterfontein WESTERN CAPE LEGEND Vanrhynsdorp Group Quartzite and shale Arondegas and Besonderheid Formations of the Vanrhynsdorp Group Namaqua Province Intrusive suite (undifferentiated) Granitic gneiss Mafic gneiss Paragneiss (undifferentiated) Tafelberg 64 Uilklip 65 Roode Wal '0"S Bushmans Graaf Water 68 Kruispad 72 Rietkloof 459 Steenkamps Kraal 70 Mineralised monazite vein Vlermuis Gat 104 Brandewynsskraal '30"E Nabeep Melkbosch Vlakte 71 Scale 18 40'30"E 5km 31 0'0"S LEGEND Vanrhynsdorp Group Quartzite and shale of the Flaminkberg Formation UNCONFORMITY Steenkampskraal Intrusive Suite Intrusive rocks (dykes) of Qtz+Kfs+Pl+Bt+Grt+Opx often with feldspar megacrysts Mineralised monazite vein associated with Qtz+Kfs+Pl+Opx intrusive rocks Steenkampskraal Granitic Gneiss Leucocratic granite-gneiss with bands of megacrystic granite-gneiss Leucocratic granite-gneiss with bands of Bt+Pl+Kfs+Grt+Opx segregations Megacrystic granite-gneiss with bands of leucocratic granite-gneiss Megacrystic granite-gneiss with bands of Qtz+Kfs+Grt+Pl segregations Vendian Mesoproterozoic Mineralised monazite vein Qtz Quartz Bt Biotite Kfs Pl Potassium feldspar Plagioclase Grt Opx Garnet Orthpyroxene 0 150m Scale Source: GWMG VMD1445_GWMGSteenkampskraal_2014

69 June The Steenkampskraal Intrusive Suite is a group of discordant dykes that are transgressive granitic intrusions with respect to the main regional gneissic foliation. Geochemically and mineralogically, the suite has quartz contents and feldspar ratios that span a diverse range of felsic rocks from alkali-feldspar granite through granite to quartz syenite. The Steenkampskraal Intrusive Suite also includes mafic members such as hypersthenite, anorthosite and leuconorite (Basson, 2013) as well as the associated target mineralised monazite vein. In more detail the mineralogy of the members of the intrusive suite commonly contain alkali-feldspar+quartz with variable amounts of plagioclase, biotite, garnet and orthopyroxene. Apatite, zircon and monazite are common accessory minerals with fluorite rare in this regard Local Structure In 2013 GWMG commissioned TECT Geophysical Consultants to undertake an interpretation of the structural features of the prospecting right and mining right areas of the Greater Steenkampskraal Project and Steenkampskraal Project areas respectively. The structural features were interpreted from local aeromagnetic surveys, geological mapping, structural logging of drillhole core from the exploration programmes (Figure 13) and in the case of the Steenkampskraal Project area, interpretation of structural features in underground developments (Figure 15). The study also included information from both surface and underground structural mapping, as well as structural logging of the drillhole core. The results of the various studies were consolidated into a new 3D structural model for the mineral resource estimation. The tectonic setting of the Greater Steenkampskraal Project area is characterised by early compressional tectonics associated with continental collision, which has been overprinted by graben formation in a later extensional tectonic environment. The dominant structural feature of the region includes northsouth to north-northwest/south-southeast trending, right-lateral shear zones which were identified from the aeromagnetic data and which appear to have exploited older sub-basement structures. The Greater Steenkampskraal Project area is characterised by a complex network of faults producing a mosaic of fault bounded tectonic blocks as illustrated in Figure 13. The tectonic blocks have potentially been displaced both vertically and horizontally to varying degrees. The dominant northsouth fault trend relates to extensional tectonics which produced half graben structures affected by anastomosing splay faulting overprinting older eastwest faults and the ancient deformed fabric of the Namaqualand Metamorphic Complex gneisses. The topographic features and variable relief of the western Greater Steenkampskraal Project area are a surface expression of the underlying extensional graben formation. The flat eastern plain of the Greater Steenkampskraal Project is a region where fault bounded blocks ranging from 100s to 1,000s of metres in dimension have subsided during extensional tectonics with variable erosion of some graben blocks that removed the capping Vanrhynsdorp strata exposing the underlying granite gneisses to degradation. Weakly consolidated, clay-rich Tertiary and Quaternary sedimentary strata cover the subsided fault blocks in the east of the extensional basin, forming the low-lying Knersvlakte plain. Basson (2013) and Clifford et al (2012) identified five deformation events within the Greater Steenkampskraal Project area which were developed during the Namaquan Orogeny from ~1,220Ma to 1,030Ma (Figure 12):- D 1: is relatively poorly constrained and resulted from an Eburnian aged tectonic event in the region (the Orange River Event, see Figure 12) which produced intrafolial folds; D 2: involved the formation of large-scale F 2 isoclinal recumbent folds, S- verging thrusting and development of S 2 gneissosity and L 2 lineation. The event was accompanied by regional granulite-facies metamorphism; D 3: involved the creation of large F 3 open upright folds associated with local steepening of S 2.

70 STRUCTURAL INTERPRETATION OF THE CENTRAL HISTORIC MINE AREA Rietkloof 459 Bushmans Graaf Water 68 Steenkamps Kraal 70 Kruispad 72 Vlermuis Gat 104 Brandewynsskraal '30"E Nabeep 102 Melkbosch Vlakte '30"E 31 0'0"S LEGEND Licence boundary Namaqua aged faults D2 and D3 Local interpreted faults Landsat interpreted faults Relative movement Dip direction Historic Mine Workings 0 Scale 200m -36,000-35,800-35,600-35,400-35,200-35,000-34,800-34,600-3,429, ,880-3,428,600-3,428,400-3,428,200-3,428,000 VMD1445_GWMGSteenkampskraal_2014 Steenkampskraal Project Figure 15

71 June The formation of steep structures comprising locally intense monoclinal folding culminating in axial faults with associated disrupted fabric and brecciated shear zones, occurred during this event together with igneous intrusion resulting in the emplacement of irregular and discontinuous dykes, plugs and sheets. The emplacements generally occurred under low-t granulite-facies metamorphic conditions. The mineralised monazite vein of the Steenkampskraal Project may have been emplaced during this tectonic event (see Figure 12). Ages of the mineralised monazite vein of 1,010Ma to 1,078Ma and whole-rock U-Pb age of 1,150 ± 15Ma have been proposed by Basson (2013); D 4: a relatively poorly constrained event that comprised the formation of northeast and northwest trending mylonite zones with minor displacements; and D 5: which occurred 500Ma after D 4 and reflects the Damaran or Pan-African tectonic event. The D 5 tectonism resulted in the formation of northsouth trending, sub-vertical, normal faults which reactivated older structures. Movement along these structures created intense brecciation of the country rock gneisses. In summary, the Steenkampskraal Project area was affected by an initial Namaqua aged regional granulite facies metamorphism associated with ductile to ductile-brittle tectonic conditions; followed by a lower temperature granulite facies metamorphic event during which the mineralised monazite vein was emplaced, and finally a later Pan African aged brittle deformation, which produced faulting at all scales. The Namaqua aged regional D 2 and D 3 structural events coincide with, or at least overlapped with, the formation of the mineralised monazite vein (Basson, 2013) and it is postulated that, the vein intruded at the end of the D 2/F 2 O kiepien Episode prior to, or just overlapping, with the D 3/F 3 Klondikean Episode (Figure 12). The structural evidence suggests that the formation of the mineralised monazite vein did not necessarily coincide with the formation of the steep D 3 structures but may have predated these, or at best, overlapped with them (Basson, 2013). The observed pinching and swelling, or apparent absence of the mineralised monazite vein is a result of both ductile to ductile-brittle deformation at the time of emplacement and the younger eastwest extensional tectonics and. The mineralised monazite vein is interpreted as an intrusive layer which exploited both the existing S 2 gneissic fabric, the thinning of which is observed to be weakly coincident with an increase in the dip and a substantial shear zone. Post emplacement of the mineralised monazite vein, Pan African aged brittle deformation resulted in the development of two first-order oblique-slip faults striking west-northwest to east-southeast within the project area. The two major faults within the Steenkampskraal Project area are referred to as the 2 level fault and the 3 level fault which are considered to be sinistral-normal faults (Snowden, 2012). Both faults dip steeply to the north at angles of between 60 and 80. Evidence for normal displacement of up 10m is based on offsets of the mineralised monazite vein in underground exposures. Evidence for sinistral strike-slip displacement of up to 60m on these faults is based on the offset of the Nama Group metaquartzite on surface and interpreted off-set of major morphological trends such as areas of thickening of the vein. Two other first-order sinistral-normal faults are present within the Steenkampskraal Project area, the 3.5 level fault and another situated north of where the mineralised monazite vein outcrops at surface Hydrogeological Studies Hydrogeological studies for the underground mine design and Steenkampskraal Project water supply were undertaken by independent ground water consultants KLM Consulting Services (Pty) Limited and reported in various documents between 2012 and April 2014 (see Section 27). The Steenkampskraal Project is located in an arid region of Namaqualand which receives less than 130mm of rain per annum and no surface water is available for use in the project.

72 June The water supply to the Steenkampskraal Project will comprise ground water from a series of boreholes and, if required, well points located in the alluvial channels for peak season use. The characterisation of the potential underground water supply has been based on studies from approximately 10 farm production boreholes, 14 mine monitoring boreholes and two mine production boreholes located on the farms Steenkampskraal, Brandewynskraal and Nabeeb. A summary of the borehole testing, yields and location is provided in Section 17.5 and Figure 40. The lithologies relevant to the ground water supply comprise:- the Namaqua Province granitic gneisses; quartzitic sandstone and grit layers of the Arondegas Formation of the Knersvlakte Sub- Group both belonging to the Vanrhynsdorp Group; shale and subordinate sandstone layers of the Gannabos and Besonderheid formations; and unconsolidated sediments of the Knersvlakte Dorbank soils, sand, calcrete and ferricrete forming the topsoil. KLM Consulting Services (Pty) Limited concluded from the monitoring studies that three interconnected aquifers occur within the study area all with potential to supply the mine with underground water namely;- an upper weathered zone aquifer; vertical and sub-vertical northsouth tensional faults/fractures; and a primary and secondary permeable zone associated with the Arondegas quartzite/sandstone and its contact with adjacent formations. Hydraulic parameters of the aquifers were initially determined (2011) from the monitoring of two production boreholes (SKL-W1 and SKL-W2) (see Figure 40) which are sited on northsouth structures and tap into the fractured and permeable zone in the Arondegas quartzite/sandstone. The data suggested that the groundwater flow in the region follows the topography and flows in a southwesterly direction from the higher lying areas to the lower lying areas. Additional borehole drilling has been undertaken for the Steenkampskraal Feasibility Study and test pumping is currently in progress so as to provide the long term sustainable yields and confirm the storage and transmissivity characteristics of the aquifers for aquifer yield modelling. Pump test results currently available for borehole WBH07 (Figure 40) indicated that the safe yield ranges between 8 litres per second (L/s) to 43L/s with no negative response on the yields of neighbouring boreholes. The data from the new hydrogeological studies supersedes the previous groundwater storage volume estimates and confirms that a deep seated 32m thick aquifer in the faulted Arondegas formation exists with the first strike is within the porous and sheared Arondegas formations at 66mbgl up until the Arondegas quartzite/granite contact at 98mbgl. This aquifer has a hydraulic conductivity of 2m/d based on an interpreted transmissivity of 3.5m²/d and a capacity of 51Mm³. Water level monitoring at two monitoring boreholes during the 48 hour pumptests indicated no drawdone in one and a drawdown of 0.14m in the other. Groundwater extraction for the Steenkampskraal Mine will more than adequately supply the requirements of the mine and infrastructure with no significant impact on the entire catchment (see Section Mineralisation NI Item 7 (b) The mineralised monazite vein strikes eastwest across the Steenkampskraal Project through the Steenkampskraal Koppie where it is spatially associated with other granitoid members of the Steenkampskraal Intrusive Suite. The deposit has been divided into various sections in the historic exploration and Mineral Resource estimates and these divisions have been rationalised for the Steenkampskraal Feasibility Study into the areas as shown in the insets of Figure 5 and Figure 7 which are defined in Section 1.4 as the Western Extension, the Central Historic Mine Area and the Eastern Extension. The mineralised monazite vein is a narrow lenticular shaped body, with an average thickness of 0.6m, a strike length of ~400m at surface, a total known strike length of approximately 1,200m (Snowden 2013) and a known dip extension of approximately~160m below surface.

73 June The mineralised monazite vein undulates and boudinages both along strike and in the down dip direction resulting in variable true thicknesses which range from 0.02m to >10m. Dips vary from almost flat to 70 S as the mineralised monazite vein steps downwards to the south. The contacts of the mineralised monazite vein with the host Namaqua aged Steenkampskraal Granitic Gneisses are typically very sharp and distinct. Generally, there is minimal monazite mineralisation within the hangingwall and footwall (<1%) which, given the sheared, ductile to ductile-brittle, high temperature and pressure emplacement conditions, suggests that very limited fracturing of the host took place on intrusion which could permit encroachment by the mineralising fluids into the country rock. Furthermore, the emplacement tectonics apparently limited the formation of gradational contacts, as well as the alteration or metasomatism of the host rock commonly observed in such intrusive environments. The instances of suspected monazite invasion of the contact host rocks were identified in assay results and are both limited and sporadic. Such instances are ascribed to the presence of micro-veinlets of monazite enriched fluids which are not readily observed at hand specimen scale. The contact zones within the mineralised monazite vein display variable morphological and geochemical variations due to the presence, assimilation and alteration of host rock xenoliths of varying degrees and sizes. The morphology of the mineralised monazite vein is fundamentally structurally controlled and the deposit is bounded both in the west and the east by major faults which effectively close-off the mineralisation along strike. However, detailed interpretation of the structural and geological framework supports the potential for the presence of displaced mineralisation beyond the east and west bounding faults, a possibility which has been the focus of GWMG exploration efforts. The deposit exhibits moderately consistent lateral and vertical continuity within the fault bounded block, but the vein has been disrupted by fault structures of varying orientation and displacements up to 10 s of metres, which have been integral to the structural domaining of the 3 dimensional (3D) structural model compiled for the mineral resource estimation (see Section 13). Geochemically, the deposit is LREE enriched and broad petrographic classification of this unique intrusion is difficult. The mineralised vein consists of an unusual combination of minerals namely, 40% monazite together with a gangue of quartz, ferruginous chlorite, magnetic iron oxide minerals, ilmenite and sulphides such as chalcopyrite, pyrite and galena. The geochemical and petrographic characteristics of the deposit are variable and the mineralised monazite vein can be classified in two different ways, namely:- classification based on hand specimen mineralogy combined with petrographic studies, which takes into account the modal abundances and relative distribution of primarily monazite, apatite and chalcopyrite. The resultant mineralisation types were recognised in the exploration programme but were not quantified to a sufficient level of detail to permit the determination of a distribution pattern or an assessment of the metallurgical impact of the mineralogical variation; and observation of the gross characteristics of the mineralised monazite vein in underground exposure, which categorises the intrusion into three distinct types which appear to have gradational relationships:- thick mineralised monazite vein which attains thicknesses >2m and is internally continuous; common mineralised monazite vein which has an average thickness of 0.6m and is locally continuous over distances of up to 10m; and banded mineralised monazite vein which occurs as distinctive monazite bands and stringers within zones up to 2m thick. Mineralogical investigations indicate that the monazite mineralised vein is composed of approximately 40% monazite which accounts for >91% of the contained total REEs with lesser amounts of REE-bearing allanite, REE-bearing xenotime, REE barren apatite and thorite. The mineralised monazite vein material is predominantly cerium and lanthanum rich but contains all the REEs and yttrium. The TREO grades are typically dependant on the quantity of diluting minerals within the mineralised monazite vein such as apatite, quartz, feldspar, magnetite and various sulphides, with grades which vary from 0.4% to 46% TREO+Y 2O 3.

74 June The mineralised monazite vein material can occur as undifferentiated material or as differentiated mineralisation types which were documented by Read et al in 2002 (and recently reported in Jones, 2013) and which appear to have gradational relationships between the various phases (Figure 16):- phosphate rich (Type 1): accounts for the majority of the mineralised monazite vein material with a combined content of phosphate minerals (primarily monazite and apatite) of 80% by mass. Sulphides, oxides and silicates account for the remainder in decreasing order of abundance; oxide rich (Type 2): occurs as monazite-bearing hercynite-magnetite rich bands in or adjacent to, the Type 1 phosphate rich mineralisation. Type 2 mineralisation is relatively uncommon but the mineral assemblage resembles that of certain bands of magnetitespinel-zircon units found interlayered with grey biotite gneisses in other parts of the Namaqua-Natal Metamorphic Province; feldspathic rich (Type 3): contains a broad range of silicate and phosphate minerals, usually as stringers of magnetite and monazite in a plagioclase-quartz matrix. Chlorite, zoisite and minor allanite replace plagioclase, biotite and monazite; and siliceous (Type 4): occurs with and is banded with, massive monazite. In many places Type 4 grades into lenticular masses of dark quartz rich material (up to 0.50m thick) that are frequently developed at the contacts between the country rock gneisses/tonalities and phosphate rich mineralisation. Type 4 mineralisation comprises monazite, minor apatite, oxides and sulphides with small (2mm to 3mm) disseminated nodules of quartz, monazite, apatite, zircon and skeletal biotite/chlorite pseudomorphs after garnet. Mineralogical investigations undertaken Read et al 2002 showed that the mineralised monazite vein is locally altered and oxidised. Quantitative Evaluation of Minerals by Scanning Electron Microscope (QEMSCAN) studies were conducted by SGS South Africa on five samples with a view to determining mineral composition, grain size and alteration, as such information is critical to the accuracy of the metallurgical testwork. The results of the QEMSCAN evaluation indicated that:- the mineralised monazite vein has undergone multiple alteration episodes that resulted in complex alteration overprinting of the original mineralogy; the REE deportment and the liberation potential of the monazite grains indicates that a recoverable REE concentrate is achievable; and the clay and chloride contents may negatively affect the flotation efficacy, but which is a beneficiation methodology excluded from the process plant based on metallurgical testwork; Enhanced Geochemical Characterisation The Steenkampskraal Feasibility Study included an investigation of the vertical and lateral variation of the geochemistry of the mineralised monazite vein in order to assess and map the degree and likelihood of negative metallurgical response to the any potential variation. The geometallurgical mapping exercise has provided a complete 3D model of potential coproducts and deleterious elements that will assist in future mine planning, co-product assessments and management of metallurgical performance. The study was a spatial and geostatistical analysis within the current geological and Mineral Resource block model based on additional assay data over and above that used in the Steenkampskraal Feasibility Study Mineral Resource estimate by Snowden in The GWMG exploration database comprises assay analysis for 59 elements and 13 oxides, of which only a subset was utilised in the Mineral Resource estimate. The additional analyses used in the geochemical characterisation included the following:- scandium (Sc); sulphur (S); gallium (Ga); germanium (Ge); niobium (Nb);

75 June Deposit Type arsenic (As); cadmium (Cd); barium (Ba); beryllium (Be); bismuth (Bi); molybdenum (Mo); lead (Pb); potassium oxide (K 2O); and iron (Fe). Sound Mining incorporated these elements into an enhanced block model and in order to maintain consistency between the Snowden estimate and that conducted by Sound Mining, the search ellipse for the block model interpolation was kept unchanged and assay intervals were composited to 0.5m intervals. Downhole variograms were first considered in order to determine the nugget value and thereafter, two structure variogram models were created along three ellipse directions emulating the Snowden variography. The resultant elemental 3D characterisation (Figure 17) has highlighted various geochemical signatures within the mineralised monazite vein, some of which were hitherto unsuspected:- historically the deposit has been considered spatially homogeneous with regard to the REE content but distinct thorium high grade zones have been identified which as expected proved to coincide with the high REE grade areas; the scandium distribution in the mineral resource occurs as distinct zones, the highest grade of which occurs in the extreme east of the Eastern Extension; gallium is most concentrated in the northern portion of the deposit and germanium is evenly distributed except for the extreme Eastern Extension which displays lower grades; and niobium is concentrated in the Eastern Extension with localised high grade zones in the extreme south east of the mineral resource area. The results of the geochemical characterisation indicate that high concentrations of scandium, barium, niobium and iron occur in the southeast of Eastern Extension which may indicate some unusual primary or secondary activities which affected the overall chemistry signature of the deposit in this area. NI Item 8 No clear consensus has been reached as to the genesis and mode of emplacement of the unusual mineralised monazite vein, which has been previously classified as part of the Namaqualand suite of pegmatites. Currently three theories of genesis and emplacement have been postulated:- a hydrothermal emplacement origin which was originally proposed by D.R. Pike in 1957 and to some extent confirmed by mineralogical studies in 2002; a magmatic origin proposed in 1994 by Andreoli and in again in 2012 by C. Jackson. The envisaged process is the formation of an immiscible phosphate+sulphide+oxide liquid through magmatic differentiation and crystallisation of an unknown magmatic source, a process analogous to the formation of nelsonite. The emplacement of the immiscible liquid is associated with steep structures, similar to those of the O Kiep copper district. Jackson further suggests that the igneous characteristics of the vein were subsequently modified under high-grade metamorphic conditions with some potential for metasomatism (Jones, 2013); and an unpublished report suggesting formation of the vein from brine activity under high temperature and high pressure conditions.

76 Steenkampskraal Project Figure 16 CHARACTERISTICS AND RELATIONSHIPS BETWEEN THE MINERALISATION TYPES OF THE MINERALISED MONAZITE VEIN Steenkampskraal Koppie LEGEND Mineralised Monazite Vein (undifferentiated) Phosphate-rich (Type-1) Oxide-rich (Type-2) Feldspathic (Type-3) Siliceous (Type-4) Intrusive rocks (Mesoproterozoic) Steenkampskraal Intrusive Suite Namaquan/Steenkampskraal granitic gneiss (Mesoproterozoic) 100 Level 200 Level 3-inter Level Water table 300 Level 3.5 Level 0 Scale 100m PINCH AND SWELL NATURE OF THE MINERALISED MONAZITE VEIN CURRENT DECLINE SHAFT MONAZITE MINERALISATION OF THE STEENKAMPSKRAAL PROJECT HANGINGWALL EXPOSURE OF MINERALISED MONAZITE VEIN WITH SULPHIDES Source: GWMG VMD1445_GWMGSteenkampskraal_2014

77 Steenkampskraal Project Figure 17 GEOCHEMICAL SPATIAL DISTRIBUTION AND CHARACTERISATION Thorium -3,428,500mN ThO 2 (%) > < Scale 100m -35,500mE -35,000mE REOs -3,428,500mN UO 2 (%) > < Scale 100m -35,500mE Historic Lower TSF -35,000mE Scandium Sc (ppm) -3,428,500mN >= <1.0 0 Scale 100m -35,500mE -35,000mE Germanium Ge (ppm) -3,428,500mN >= < Scale 100m -35,500mE -35,000mE Source: Sound Mining 2014 VMD1445_GWMGSteenkampskraal_2014

78 June Pegmatites are igneous intrusions of molten magma that required the partial melting of a progenitor or resulted from fractional crystallisation of magma to produce a concentration of incompatible elements in a late stage liquid. Classic classification of pegmatites has been based on depth of formation, temperature and pressure regimes in the genesis and emplacement and chemistry of the magma. More recently, REE bearing pegmatites have been sub-divided into LCT (lanthanum-caesium-tantalum) and NYF (niobium-yttrium-fluorine) pegmatites. Generally the LCT pegmatites of western Namaqualand formed in a compressional environment in association with peraluminous granites, while the eastern Namaqualand NYF pegmatites formed under extensional tectonic conditions in association with A-granites. In addition, a unique suite of monazite-apatite-chalcopyrite-magnetite pegmatites/veins occurs 160km south of the Okiep copper district, the largest of which is the Steenkampskraal mineralised monazite vein. Andreoli et al (1994) postulated that the Steenkampskraal monazite district formed under granulite facies conditions which would be inconsistent with the previously proposed hydrothermal model. The monazite-apatite vein may have been formed by H 2O deficient, mineralising fluids of crustal (metamorphic) or mantle origin. Protracted fractionation of such a REE-enriched magma, resulted in removal of anorthositic cumulates from the magma and generation of a phosphate-rich immiscible liquid, similar to the some occurrences in the Okiep copper district. Andreoli et al suggest that the Steenkampskraal mineralised monazite vein type intrusions in Namaqualand may represent a separate class of polymetallic, REE mineralisation with possible equivalents in other high-grade metamorphic terranes, such as in Madagascar, in Mozambique, and in the southeastern United States. In summary therefore, the combined petrology and mineralogical studies of the mineralised monazite vein suggest that the primary fluid was generated from regional magmatic processes that culminated in the formation of an immiscible liquid (magma or brine) enriched in incompatible phosphate, REEs and other elements, which was emplaced/intruded under ductile-brittle granulite facies metamorphic conditions of high temperatures and pressure. The vein was affected by syn- and post emplacement metamorphic events and multiple hydrothermal events which either introduced or re-mobilised magnetite and sulphides, and other alteration assemblages. The mineralised monazite vein is hosted within foliated granites, granite-gneisses and/or granulite-facies orthoand paragneisses which on average display uranium and thorium enrichment (Basson, 2013, Andreoli et al 2006)) that could have acted as a source of the radionucliides. The vein appears to be a unique intrusive body with a fundamental structural control to its dip, plunge and thickness. The thinning, pinching and swelling of the mineralised monazite vein is a primary feature associated with the development and emplacement of the vein and a later ductile shearing of the mineralised monazite vein parallel to its orientation. The vein displays a unique geochemical imprint including the association with gold, silver and copper (Jones, 2013). The physical and geochemical characteristics of the mineral deposit are well defined from the exploration programmes (see Section 8). The geological model and genetic interpretation are considered consistent with the information available and have been appropriately applied in the exploration programme development. 8. Exploration NI Item 9 (a), (b), (c), (d) The NI Item 9 Exploration Section requires descriptions of all the exploration programmes conducted on the project, excluding the drilling programmes, which are required to be presented in a separate NI Item 10. However, the sampling methodologies employed for both the exploration and drilling programmes are presented together under NI Item 9. The description of the drilling protocols and results are presented in Section 9 and the sampling methodologies for the metallurgical testwork are provided in Section 12. The geophysical interpretations were undertaken by TECT Geophysical Consultants and Xcalibur Airborne Geophysical Services. The recent exploration undertaken by Rareco and GWMG has been logically split between the exploration activities conducted on the advanced brownfields Steenkampskraal Project within the New Order Mining Right and the earlier stage greenfields exploration activities conducted on the encompassing Greater Steenkampskraal Project within the prospecting rights area (Figure 2). While the exploration properties do not comprise an essential element of the Steenkampskraal Feasibility Study or contribute to the economic analysis, the results of the exploration provide a critically important context from which the Steenkampskraal Project can be assessed in terms of geology, structure and the potential for additional mineral resources that can supply the Steenkampskraal Processing Plant and extend the LoM of the project.

79 June The exploration programmes and techniques utilised for each of the two project areas are provided below as sourced from Jones 2013 and the GWMG geological department. The GWMG exploration and evaluation activities have focused on:- historic data compilation and re-evaluation of such data, as well as validation of previous underground sampling programmes by twinning and expansion of the underground sampling points by a new channel sampling programme; sampling of the historic surface rock dumps and TSF material; mineralogical test work including the metallurgical characterisation of the TSFs and rock dumps; evaluation HQ (diameter of 63.5mm) size core drilling in the immediate area of the Central Historic Mine Area (Figure 18); and exploration HQ and NQ (diameter of 47.6 mm) size core drilling in the area surrounding the Western and Eastern Extensions within the New Order Mining Right Steenkampskraal Project Exploration All non-drillhole exploration samples collected by GWMG were submitted for REE analysis to SGS Canada Incorporated (SGS Canada) in Toronto or SGS South Africa in Johannesburg. The total number of phased sample collection exercises, both underground and on surface from the Historic Main Rock Dump and the Upper and Lower Historic TSFs (Figure 4) is summarised in Table 10. No recent soil sampling has been undertaken across the Steenkampskraal Project as it is regarded as ineffectual due to the thick Tertiary and Recent cover, as well as the masking effect of the large REE dispersal halo emanating from the elevated outcrop (Caracle Creek, 2012). Table 10 : Summary of all Non-Drillhole Sampling at the Steenkampskraal Project PHASE DATE SAMPLE TYPE UNDERGROUND CHANNEL TSF ROCK DUMP TOTAL Samples May - Nov QA/QC Samples Sub-total Samples QA/QC Samples Sub-total Samples Mid QA/QC Samples Sub-total Sub-total (All Phases) Samples QA/QC Samples TOTAL Source : Snowden 2013, GWMG Geological Mapping Regional and local geological mapping campaigns have been undertaken during historic studies in the 1970s and 1980s. As an adjunct to the historic mapping data, a structural and geological mapping programme of the accessible parts of the historic underground mine was undertaken by M Knoper in 2012, which interrogated the provisional structural model and provided additional data on the distribution of the thickness and geometry of the mineralised monazite vein. Subsequently, a surface and underground mapping campaign was undertaken by Dr. I Basson in 2013, which concluded that the mineralised monazite vein has been affected and modified by the superposition of weak, predominantly monoclinal structures of the type found in the O kiep copper belt (see Figure 1 for location).

80 HISTORIC AND GWMG EXPLORATION DRILLING PROGRAMMES ON STEENKAMPSKRAAL PROJECT Tafelberg 64 Bushmans Graaf Water 68 Steenkamps Kraal 70 Kruispad 72 O 30 56S O 30 57S -3,428,250N STEENKAMPSKRAAL PROJECT DEPOSIT AREAS Historic Mine Workings Extent of 2013 Mineral Resource Estimate Vlermuis Gat 104 O 18 33'E Brandewynskraal 69 O 18 34'E O 18 35'E Steenkampskraal Koppie O 18 36'E O 18 37'E Nabeep 102 O 18 38'E O 18 39'E 0 O 18 40'E Melkbosch Vlakte 71 Scale 2km O 30 58S O 30 59S O 31 00S O 18 41'E -3,428,500N West Extension** Source: Snowden 2013 Central Historic Mine Area** -35,500E East Extension** 0-35,000E Scale 200m 3,428,800S 3,428,600S 3,428,400S Source: Snowden 2013 Farm boundary Historic Mine Workings Anglo American Drillhole Collars, 1951 Anglo American Drillhole Collars, 1986 GWMG Drillhole Collars - Phase 1 (Metallurgical and Estimation), Sep 2011-Jan 2012 GWMG Drillhole Collars - Phase 2 (EXP2), Jan 2012-May 2012 Brandewynskraal Steenkamps Kraal GWMG Drillhole Collars - Phase 3 (EXP3), May 2012-Sep 2012 GWMG Drillhole Collars - Phase 4 (EXP4), Sep 2012-Dec ,800W 35,600W GWMG Drillhole 35,400W Collars - Phase 5 (EXP5), Jan 2013-Mar 35,200W ,000W 34,800W LEGEND VMD1445_GWMGSteenkampskraal_2014 Steenkampskraal Project Figure 18

81 June Geophysical Survey In March 2013, GWMG undertook regional, high resolution aeromagnetic and radiometric surveys across the Greater Steenkampskraal Project and the Steenkampskraal Project area included within the former. Line spacings at 100m intervals and tie lines of 1,000m intervals were flown across the Greater Steenkampskraal Project while a more detailed coverage of 50m flight line and 500m tie line spacing was conducted over the Steenkampskraal Project area to produce a higher resolution study. The results of this airborne geophysical survey, which were used to assist in the remodelling of the geology of the Steenkampskraal Project, are discussed in more detail in Section and presented in Figure Topographic Survey In December 2010 Rareco completed a topographical survey to produce rectified colour images and a digital terrain model (DTM) for the Steenkampskraal Project and surrounding areas. The DTM survey data was used in the geological modelling and Mineral Resource estimations. The survey, which was carried out using a light aircraft mounted with a light and radar (LiDAR) detecting system, was flown at a height of 1,000m above ground level while scanning the ground surface with a 100kHz laser gathering an image pixel size of 15cm. Digital colour images were also taken from the aircraft and rectified to produce colour orthophotos of the Steenkampskraal Project Rock Dump Sampling Programme Background In September 2011 a representative sampling campaign of the 1952 to 1963 Anglo American Corporation Historic Main Rock Dump (Figure 4) was undertaken by Rareco. The aim of the sampling campaign was the estimation of a Mineral Resource estimate by SRK South Africa. The Historic Main Rock Dump was composed of heterogeneous material consisting of a mixture of REE-enriched monazite material and granitoid country rock varying in size from clay grain size fractions through to boulders >1m in size. The Historic Main Rock Dump was wedge-shaped and draped over the south-eastern slope of the Steenkampskraal Koppie east of the existing inclined shaft (Figure 4). The Historic Small Rock Dump located near the top of the Steenkampskraal Koppie, was not tested during this campaign (Figure 4). The dump was created during the 1950 to 1951 surface exploitation of the mineralised monazite vein by the Vanrhynsdorp Mining Syndicate and was composed predominantly of monazite mineralisation Volume Calculations Prior to sampling, the Historic Main Rock Dump volume was estimated by surveying its perimeter using a differential Global Positioning System (GPS) with the thickness determined through a Reverse Circulation (RC) drilling campaign. No samples were collected during this RC drilling campaign due to the poor consolidation of the material and the complete loss of drillhole cuttings into the porous material during drilling. Bulk density measurements were attempted at several surface locations from the 0m to 1m depth interval. However these measurements varied widely due to the difficulty in excavating uniform pits into the loosely consolidated and uncompacted near surface dump material. As such these density results are unlikely to be representative of the deeper, more compacted, dump material.

82 Steenkampskraal Project Figure 19 RESULTS OF VARIOUS GEOPHYSICAL SURVEYS GDTM Uranium Outside PRA Outside PRA -3,420,000-3,410,000 Outside PRA Outside PRA -3,420,000-3,410,000 Outside PRA Outside PRA GDTM (m) AMF (?) -3,430,000 Outside PRA Outside PRA -50,000-40,000-30,000-20,000 0 Scale km -3,430,000 Outside PRA Outside PRA -50,000-40,000-30,000-20,000 0 Scale km Total Channel Thorium Outside PRA Outside PRA -3,420,000-3,410,000 Outside PRA Outside PRA -3,420,000-3,410,000 Outside PRA Outside PRA? (cps)? (cps) -3,430,000 2,289 5,523 6,193 7,105 8,354 10,763-3,430, Outside PRA Outside PRA -50,000-40,000-30,000-20,000 0 Scale 5km Outside PRA Outside PRA -50,000-40,000-30,000-20,000 0 Scale 5km Source: GWMG VMD1445_GWMGSteenkampskraal_2014

83 June Sampling Methodology The Historic Main Rock Dump was sampled to test both its areal and vertical extent on a pre-orientated 10m x 10m grid with two samples from differing depth intervals (1m to 2m and 2m to 3m) collected from 30 different grid stations, i.e. a total of 60 samples (Table 6). The material excavated from the 0m to 1m interval was not sampled as there were concerns that this material had been weathered and was not geochemically representative of the Historic Main Rock Dump as a whole. No material was collected from deeper than 3m due to the practical limitations of excavating to this depth through unconsolidated material. Large samples were collected in 50 litre drums in order to provide sufficient material to undergo both metallurgical and assay testwork. By November 2011 the sampling campaign had resulted in the collection of 699.4kg of material for assay and metallurgical testing. Each sample was randomly split into 10kg sub-samples split which were sent for assaying to SGS South Africa. The remaining material from each sample was planned for dispatch to Mintek South Africa (Mintek) for metallurgical testwork. However the lack of an on-site crusher and unsuitable site equipment rendered preparation of a representative ~600kg bulk sample impossible and the bulk sample was never submitted. The split 10kg sub-samples were however dispatched for assaying and each batch was subject to the same QA/QC procedures as the drillhole core (Section 9.5), with 27 QA/QC samples submitted within each sample batch. GWMG has now recognised that the rock dump sampling programme was flawed in that rock fragments >15cm in size were significantly under-sampled and underassessed. Ideally, much larger samples from each excavated pit could have been collected, subjected to size classification and estimation of rock type proportion, bulk crushing, and finally application of proper sample splitting techniques, all in order to properly characterise the dump contents and assay results Summary of Rock Dump Exploration Results Subsequent to the Historic Main Rock Dump sampling campaign, the Steenkampskraal Project site was subjected to an extensive environmental rehabilitation campaign which resulted in a significant amount of contaminated soils, rock and demolished historical plant foundation material being dumped on the Historic Main Rock Dump resulting in the creation of the New Rock Dump (Figure 4). During this campaign much of the Historic Smaller Rock Dump located near the top of the Steenkampskraal Koppie was used to backfill the historic surface pits for safety reasons, with the remaining material dumped on the New Rock Dump. The material change to the rock dumps as a consequence of the rehabilitation efforts, resulted in the abandonment of the planned Mineral Resource estimate and therefore no compliant Mineral Resource exists for the New Rock Dump. Nevertheless, the New Rock Dump material must, as a requirement of the New Order Mining Right, be processed by GWMG and the New Rock Dump material has been scheduled into LoM production schedule but with no affiliated revenue as no Mineral Resource exists. Any revenue from the New Rock Dump will form part of the upside potential of the project. The 2011 drilling and pit sampling campaign indicated that the Historic Main Rock Dump contained approximately 41,500t mineralised material at an approximate mean grade of 4.81% TREO+Y 2O 3 and summary of the Historic Main Rock Dump assay results is presented in Table 11:-

84 June Table 11 : Summary of the 2011 Historic Main Rock Dump Assay Results DUMP No. SAMPLES GRADE (%) CATEGORY MINIMUM MAXIMUM MEAN Historic Main 60 Historic Small Source : SRK 2011 Y 2O LREO HREO TREO TREO+Y 2O Not Sampled Tailings Dam Sampling Programme Background The Anglo American Corporation mining activities from 1952 to 1963 resulted in the development of two separate TSF s within the Steenkampskraal Project area (Figure 4), variously named the Upper, SD1 or Tailings Dump 1 and the Lower, SD2 or Tailings Dump 2. The two facilities contain REE bearing material composed of partially processed, oxidised fines from the historic Anglo American Corporation plant. In May 2011 representative sampling of the Historic Upper and Historic Lower TSF s was undertaken, with SRK appointed to compile the optimal sampling procedures and affiliated QA/QC in order to maximise the representivity of the sampled material. A Mineral Resource estimate of the TSF s was completed by Snowden in Subsequent to this Mineral Resource estimate, these two historic TSF s were moved as part of the environmental rehabilitation campaign in mid-2013, to a new location and structured into a single New Combined TSF located to the southeast of the existing inclined shaft Shelby Tube Sampling Methodology The TSF sample sites were positioned on a pre-orientated 10m x10m grid on both the Historic Upper and Historic Lower TSF s with samples collected on a per metre basis using an aluminium Shelby tube (Figure 20). The Shelby tube was manually driven into the tailings material until the base of the TSF was reached, before retracting the Shelby tube. The tailings material was retrieved from the Shelby tube and decanted into 1m long plastic sausage bags on a metre by metre basis. The samples were split twice on a three tier riffle splitter before creating smaller and more manageable representative sub-samples which were dispatched separately for assay analysis to SGS Canada and to Mintek for metallurgical testwork in South Africa. The split sub-samples dispatched for assay were subjected to the same QA/QC procedures as the drillhole core with 125 QA/QC samples submitted within the dispatched sample stream. The Shelby Tube sampling campaign indicated that the larger Historic Lower TSF attained a maximum thickness of 2m and the smaller Historic Upper TSF, a maximum thickness of 4m Summary TSF Exploration Results The 2011 Phase 1 sampling programme for the TSFs (as summarised in Table 10) comprised a total of 270 samples collected from both the Historic Upper and Historic Lower TSFs, the results of which are summarised in Table 12:-

85 -3,428,250 SAMPLING PROGRAMMES ON THE HISTORIC TSFS New Combined Rock Dump Steenkampskraal Project -3,428,500 Rock Dump Historic Upper TSF -3,428,750 Area cleared of radioactive waste and TSF Historic Lower TSF 0 Scale 250m WGS 84/ *South Africa Survey Grid (N,E) Zone 19 Source: GWMG ,500-35,250-35,000 VMD1445_GWMGSteenkampskraal_2014 Figure 20 TREO (%) Absent >10 New Combined TSF

86 June Table 12 : Summary of TSF Assay Results TSF Historic Upper Historic Lower No. SAMPLES Source : Snowden GRADE (%) CATEGORY MINIMUM MAXIMUM MEAN Y 2O LREO HREO TREO TREO+Y 2O Y 2O LREO HREO TREO TREO+Y 2O In mid-2013 the Historic Upper and Historic Lower TSF s were moved as part of the environmental rehabilitation campaign and a single New Combined TSF was created close to the anticipated Steenkampskraal Process Plant site (see Section The total tonnage of the respective historic TSFs was moved but intermixed, surrounded by a berm, diluted by underlying contaminated soil and the New Combined TSF was capped with a layer of inert soil to minimise wind born dust contamination of the site New Combined TSF Grab Sampling Following the relocation of the tailings material, GWMG undertook a Phase 3 surface grab sampling campaign to confirm the grades of the updated Mineral Resource estimate for the New Combined TSF(Section 13.8). While grab samples are considered an unreliable sample methodology, such samples do provide a comparative basis for confirmation. The grab samples dispatched for assaying were subjected to the same QA/QC procedures as the drillhole core with four QA/QC samples submitted within the dispatched sample stream. The assay results are presented in Table 13 and appear consistent with the expected grade of the New Combined TSF, mixed soils and tailings berm. Table 13 : Grab Sample Results from the New Combined TSF SAMPLE No. GRADE (%) TREO+Y 2O 3 DESCRIPTION OP OP OP OP OP OP OP OP OP OP OP OP OP OP OP Average 6.53 NSD NSD NSD NSD NSD Average 7.74 OVERALL AVERAGE 6.83 Source : Snowden 2013 Contaminated Soil and Tailings Samples North Central Tailings Samples

87 June Underground Channel Samples Background Extensive underground channel sampling has been undertaken by both Rareco and GWMG over three different sampling phases (Table 11, Figure 21). Underground channel sampling positions were predetermined following the examination of the 3D geological model. The total phased programme resulted in the collection of 261 underground channel samples from 98 channel locations on all five historic mining levels along a strike length of 300m. The majority of the channel samples were taken vertically across an average sample length averaging 50cm except where geological features required sample width adjustment. Samples of less than 0.4m in length across mineralisation included host rock to maintain sample length continuity resulting in inherent dilution. Notably, Snowden considered that vein-proximal host rock occasionally contained small stringers or veinlets of mineralized material (<10% of samples) resulting in sporadic grades of 1% to 5% TREO in the hanging and footwall samples Underground Channel Sampling Procedures and Protocols At each of the predetermined sampling positions, the mineralised monazite vein was sampled with sample lengths determined by discrete geological contacts (both lithological and structural). The Phase 1 samples were collected as close to the historical 1986 Anglo American Corporation locations (Figure 21) as possible with the responsible Rareco geologist selecting a reasonable location in terms of proximity to the historic sample, site safety with respect to rock conditions, amenability to cutting with a rock saw and optimal representation of a complete section of hanging wall plus mineralised monazite vein plus footwall. The upper and lower contacts of the mineralised monazite vein were located and the Phase 1 target sample width was 50cm, except where the mineralised monazite vein was >80cm in which case, the sample was split into multiple samples ranging from 35cm to 60cm with many of the samples incorporating a portion of only the footwall or hanging wall. Several vertical cuts, 5cm to 7cm deep were made and the sample chiselled into a collection tray. The GWMG geological team used a Terraplus RS-230 Multi-channel Spectrometer on the samples in an initial attempt to obtain scintillometer readings on surface. The scintillometer reading were taken in an area of low background readings and the radioactivity of the sample was measured in counts per second (cps). Before collecting measurements, the background radiation was checked to ensure that a maximum background value of 1,100cps was not exceeded. However due to the short channel cut and small sample size the spectrometer measurements were not recorded and used Channel Sample Results A summary of the assay results received from the underground channel sampling campaign is presented in Table 14. In total, of the 261 samples collected 257 were utilised in the Mineral Resource estimate (Section 13) with the remaining four excluded by Snowden due to uncertainties in their location. Table 14 : Summary of the Channel Sample Assay Results No. SAMPLES GRADE (%) CATEGORY MINIMUM MAXIMUM MEAN Y 2O LREO * HREO TREO TREO + Y 2O *Excludes the 4 samples which were not included in the Mineral Resource estimation by Snowden as their localities could not be verified.

88 CENTRAL HISTORIC MINE AREA LAYOUT AND UNDERGROUND CHANNEL SAMPLING CAMPAIGN -3,428,400N -3,428,300N -3,428,500N Level 2 Level 3 Level 2.5 Level 3.5 No. 1 Shaft Level 2 Level 1 Level 2 (200 Level) Level 3 (300 Level) Mined-out Areas GWMG 2012 Channels GWMG 2013 Channels Rareco Grab Samples 2011/12 - Assay & Met Rareco Channel Samples 2011/12 - Assay & Met Rareco Channel Samples 2011/12 - Assay Only Historic Anglo Sampling Faults Relative movement 0 Dip direction -35,700E -35,600E -35,500E -35,400E Surface outcrop of mineralised unit Underground Development Source: GWMG 2014 LEGEND 3.5 Fault Main Decline Level 1 (100 Level) Level 3.5 Scale Level Fault 1 Fault 2 Fault 50m VMD1445_GWMGSteenkampskraal_2014 Steenkampskraal Project Figure 21

89 June Summary of GWMG Sampling Campaign A summary of the results of the Steenkampskraal Project sampling programme is presented in Table 15, which comprised submission of 1,665 assay samples of material sourced as follows; in situ diamond drillhole core (65%), underground channel samples (15%), historic rock dump material (4%) and historic TSF material (16%). Table 15 : Statistical Summary of the Assay Sample Results SOURCE STATISTICS Y 2O 3 (%) LREO (%) HREO (%) TREO (%) TREO+Y 2O 3 (%) Underground historic mine and deposit extension Historic rock dump Minimum Maximum Mean No. of Samples 1,078 1,078 1,078 1,078 1,078 Minimum Maximum Mean No. of Samples Historic TSF Minimum Maximum Mean No. of Samples Underground channel samples Source : Snowden 2013 Minimum Maximum Mean No. of Samples Sampling Methodology for the Diamond Drilling Programme GWMG requested SRK Consulting to compile best practice drillhole sampling protocols in 2011, which were modified for use in channel sampling. The sampling protocols were then reviewed and reported in two technical reports by independent consultants Snowden and Caracle Creek International Consulting Proprietary Limited (Caracle Creek International) in The implementation of the protocols and applied sampling methodologies were independently reviewed again by Snowden in October 2013 as part of the technical evaluation of the project in the preparation of the 2013 Mineral Resource estimation. Snowden reviewed at a high level, the logging, sampling, chain of custody of the samples, sampling procedures and QAQC procedures undertaken by GWMG, and concluded that the theoretical protocols and practical implementation were adequate in terms of international reporting standards, appropriate to the nature of the mineralisation, and compatible with industry best practice standards. The sampling of the diamond drillhole core was undertaken by full-time employees of GWMG and supervised by qualified exploration geologists in a covered core shed on site. The drillhole core was scanned with a hand-held differential gamma spectrometer to locate areas of higher radiation for sampling. Thereafter, the core was logged, for core quality, followed by geological logging, part of which included identification of the contacts of the mineralised monazite vein. The core was sampled according to the following guidelines:- mineralised monazite vein >50cm and <100cm: a single sample of the entire width taken; mineralised monazite vein >100cm: two (or more) equal sized samples were taken typically within a 50cm to 70cm sample size range where possible to increase precision and capture the variance of both assay and specific gravity variations within the mineralised monazite vein; and mineralised monazite vein <50cm: the sample was diluted by equal intervals of hanging wall and footwall material up to the required 50cm sample length minimum.

90 June The lithological contacts were respected in the sampling procedure and a minimum of two bracket samples of host rock, which include hanging wall and footwall on either side of the vein, were marked, typically at 50cm sample lengths. Additional samples were taken when adjacent lithologies were deemed to be potentially REE bearing due to higher than background spectrometer readings, and/or due to their specific lithological character. The background radiation levels in the core shed are higher than typical ambient background levels due to the concentrated presence of core containing mineralisation and the proximity to historic surface plant debris, contaminated rock dumps and TSF material. Core intervals of interest without a visible mineralised intersection or higher than background spectrometer readings were removed from the core shed to be re-scanned in an area of lower background radiation. The diamond drillhole core was sawn in half length-wise with one half retained in the core trays. The second half core was split into quarter core slabs and one of the quarters sampled at the appropriate intervals. In instances were a field duplicate was required, the second quarter was selected as a duplicate sample. The mineralised interval was photographed both dry and wet with the sample plastic markers, yellow depth markers, metre scale and colour chart all visible in the photographic record. After splitting, a final spectrometer reading recorded to the nearest 100cps and a bulk density measurement was undertaken for each core sample including the field duplicates. The quarter core samples were immediately sealed and stored for shipment Field Quality Control and Quality Assurance In order to ensure that the final assay results were suitable for mineral resource estimation, several field QA/QC measures were implemented by GWMG to monitor the accuracy and precision of the analytical laboratory as well as any possible contamination of the samples during the sample preparation and analytical process. The QA/QC field procedures included the random but regular insertion of the following reference material samples so that:- between 6% and 10% of the samples submitted were certified reference materials (CRMs), which prior to June 2012 were OKA-2 and Benjamin and post this date comprised several certified African Mineral Standards (see Table 19). The latter CRM provides better control than those previously used as it is certified for five REEs (with the remaining REEs reported as provisional and informational), comprises a chemical matrix similar to the major lithologies at the project and the analytical method used to certify AMIS0185 matches the analytical method used to analyse the project s samples; 6% to 10% of each sample batch comprised blank material initially comprising river sand but latterly substituted with pool filter sand; and a further 6% to 10% of the samples submitted for analysis were field duplicate samples. The methodology of submitting a second quarter of the drillhole core is flawed in that data scatter is mostly related to the heterogeneity of the samples rather than poor sample analysis. Submission of duplicate samples of a single sample pulp to an umpire laboratory would be a preferable methodology for determining accuracy and precision. The results of such a duplicate analysis would be expected to fall within 5% to 10% of the primary analysis, and data scatter especially at high concentrations, would then be related to differences in laboratory performance.

91 June The blank, CRM and duplicate insertion rate of 10% each is considered sufficient for accuracy, contamination and precision determinations, with the exception of thorium (Th) and uranium (U) which may require a specific CRM. Following the change of blank material and CRMs, all samples analysed were reliably validated and all blank and CRM results were shown to fall within acceptable limits, resulting in a high confidence level in the new assay data. Snowden reviewed the procedures for scintillometer measurements of diamond drillhole core and concluded that the procedures are adequate for the purposes of defining the position and intensity of mineralisation Bulk Density Determinations The immersion buoyancy method was used in the field to estimate the density of core samples. Prior to bagging the split quarter core to be dispatched for analysis, the core was dried and all core pieces accounting for the sample width were placed on a scale to determine the total dry mass. The same pieces of sample were then placed in a basket suspended in water to determine the total wet mass. The density, or specific gravity (SG), was calculated as the mass of the sample in air divided by the difference between the mass of the sample in air and the mass of the sample in water, i.e. the SG (g/cm 3 ) = (WeightDry / WeightDry WeightWet). As a QA/QC procedure to verify the density results, whole core marked for sampling was submitted for density measurement before splitting, and measured again after splitting into the quarter core. A total of 95 samples were measured both before and after splitting resulting in a small standard deviation in the results of , ascribed to the in homogenous nature of the mineralised monazite vein and the course grained nature of the country rock. The consistently low standard deviation provided comfort that the measurement of the split core was representative and as a consequence measurement of the whole core density was suspended and only quarter core sample measurements were collected thereafter. Individual relative density measurements for the total density dataset varied from 2.39 to 4.53 with an average of Conclusions to Steenkampskraal Project Exploration The review of the GWMG exploration programme has shown that the exploration techniques selected have been appropriate, suitable for the deposit and have successfully identified extensions to the previously known mineralisation. The exploration techniques, protocols and sampling methodologies employed by GWMG are considered to be appropriate to the style of mineralisation and sufficiently representative to provide confidence for the definition of a Mineral Resource estimate compliant with the requirements of NI No factors have been identified that could potentially result in sample bias Greater Steenkampskraal Project Exploration Following the granting of Prospecting Right WC30/5/2/2/441PR in September 2012, GWMG undertook an exploration programme across the 52,294ha Greater Steenkampskraal Project area which included the following (Table 5):- desktop assessment and historic data acquisition; reconnaissance and confirmation of known historic radiometric anomalies and mapping of the monazite occurrences on farms Uilklip 65 and Roode Wal 74; location of historic excavations and drillhole collars; the compilation of geological base maps; local geological mapping; execution of a local scintillometer survey; channel sampling on previously disturbed ground; completion of a regional airborne radiometric and geophysical survey; and

92 June radiometric and geophysical survey interpretation and future exploration target generation Reconnaissance Investigation During the historic regional geological assessment of the Greater Steenkampskraal Project by Anglo American Corporation and New Wellington in the 1970 s and 1980 s (see Section 5) monazite occurrences were recorded on the farms Uilklip 65 and Roode Wal 74 to the north and northeast of the Steenkampskraal Mine (Figure 2), which formed the logical starting target point for initial exploration in the Greater Steenkampskraal Project by GWMG. A series of initial reconnaissance site visits were undertaken to confirm the historic exploration, as well to assess the general topography and identification of any existing infrastructure which may aid in undertaking future exploration work. No infrastructure was noted during these visits other than disused access tracks and farm roads Confirmation of Monazite Occurrences As part of GWMG s initial reconnaissance exploration, each site was surveyed with a Terraplus RS-230 Multi-channel Spectrometer to obtain scintillometer readings. The material that produced the anomalous readings was identified as a monazitemagnetite intrusive which occurs as discrete units at several localities. All localities where the monazite-magnetite lithologies were mapped were surveyed with a handheld GPS, as well as those regions which produced a positive radiometric response to the spectrometer Historical Trenching and Collar Confirmation Geological Mapping Within the historical dataset of the Greater Steenkampskraal Project, reference was made to diamond drilling and bulk sampling programmes having been conducted on Uilklip 65 and Roode Wal 74. Locating these historic drillhole collars, as well as the extent of exploration, bulk sample trench excavations and monazite surface stockpiles, formed the second objective of the initial reconnaissance work. During the desktop assessment, two historic excavation sites were identified, one on Uilklip 65 and the other on Roode Wal 74 (Figure 22). Furthermore satellite imagery indicated the presence of a disused access road network to four potential drillhole sites, all on Roode Wal 74. The subsequent reconnaissance visit confirmed the presence of both the Uilklip 65 and Roode Wal 74 bulk sample trench sites which were surveyed with a handheld GPS. In addition, the potential drillhole sites were confirmed as drill pads with a total of seven drillhole positions located and surveyed (Figure 22). Following the successful reconnaissance geological programme confirming the Uilklip 65 and Roode Wal 74 monazite occurrences, a geological mapping campaign was launched covering these broader regions. The geology of the area is dominated by strongly foliated granitic gneisses related to the Neo-Proterozoic Bushmanland sub-province of the Namaqualand Metamorphic Belt with sediments belonging to the Nama Supergroup unconformably overlying the gneissic basement. Recent scree and/or colluvium complete the geology and is present in over much of the area in variable thickness Roode Wal Monazite Occurrence Historically, the Roode Wal monazite deposit was investigated by removal of the scree and limited topsoil, in an irregular zone some 100m long by 1m to 12m wide. Recent mapping revealed a zone of monazite mineralisation characterised by two wide boudinaging, pinch and swell vein systems with minor fault offsets (Figure 22). Mapping of the southern lozenge indicated a near vertically dipping vein approximately 8m in thickness with the northerly lozenge attaining a

93 June maximum thickness of 4m, both <10m in length. The vein width of the remainder of the Roode Wal monazite occurrence averages <1m away from thicker vein occurrences. The Roode Wal monazite occurrence appears to terminate abruptly to the south where the historical excavations end, but is considered likely to extend beneath the Recent scree cover Uilklip Monazite Occurrence Various historical trenches dug in 1954 by the University of Cape Town (UCT), formed the focal mapping point on Uilklip 65 (Figure 22). The shallow 1m deep trenches host sparse or thin vein stringers of monazite, which appear to be emplaced between the foliation planes of the hosting granite granulite, or as thin veins which crosscut the granite granulite Ground Scintillometer Survey Following the mapping results of the Roode Wal and Uilklip monazite occurrences a gridded ground scintillometer survey was completed which covered the full extent of both the monazite occurrences using the Terraplus RS-230 Multi-channel Spectrometer (Figure 22). The survey was undertaken to assess the radiation levels of each of the mapped monazite occurrences as well as to ascertain whether any anomalous radiation levels exist adjacent to the mapped monazite occurrences Survey Parameters The following parameters, procedures and protocols were adopted and adhered to during the scintillometer survey:- a 25m virtual grid covered both the Roode Wal and Uilklip monazite occurrences; location of the sample stations was determined by handheld GPS. The waypoint averaging function was used to optimise GPS precision, the coordinates of which were saved on the GPS and captured on the sample sheet; where necessary a 20cm hole was excavated at each sample station to determine if bedrock was near surface, as well as to test the radiation levels of the soil horizon. Care was taken to avoid disturbance of the vegetation in the excavation process; measurement of the ambient radiation levels at each gridded sample station was undertaken using Terraplus RS-230 Multichannel Spectrometer; scintillometer readings were captured on the sampling log sheet using a best estimate stabilised value as viewed on the digital screen of the scintillometer. These values were rounded to the nearest 50cps due to the variation of values at sampling stations; bedrock and cover features were noted on the sampling log sheet for each sample station indicating rock type (where applicable) and approximate depth to bedrock; and duplicate QA/QC readings were collected at a minimum of 5% of the sample stations to test for instrument accuracy and calibration. A total of 394 gridded scintillometer readings were collected which highlighted two strong anomalous areas relating to both the Roode Wal and Uilklip monazite occurrences (Figure 22). The intensity of the Roode Wal 74 scintillometer readings is ascribed to natural monazite scree monazite, the monazite released from the Anglo American trenching exercise, as well as surface monazite material which is possibly the remnant excavated monazite material collected during the 1950s Anglo American 60t bulk sample.

94 Steenkampskraal Project Figure 22 GREATER STEENKAMPSKRAAL PROJECT EXPLORATION UILKLIP MONAZITE OCCURRENCE GEOLOGICAL MAP ROODE WAL MONAZITE OCCURRENCE GEOLOGICAL MAP 3,418,650N Uilklip Roode Wal 3,418,460N 3,418,700N RDU-C0011 3,418,480N RDU-C006 RDU-C005 Farm Boundary 3,418,750N RDU-C0010 3,418,500N RDU-C003 RDU-C004 RDU-C009 3,418,800N 3,418,850N Historical trench outlines Tafelberg 64 Vlermuis Gat 104 RDU-C008 RDU-C007 0 Scale 29,750E 29,700E 29,650E 29,600E Rietkloof 459 LEGEND De Put 66 Monazite Outcrop Monazite Interpreted Drainage Contours Farm Boundary Channel Samples Uilklip 65 Bushmans Graaf Water 68 Steenkamps Kraal 70 RE Brandewynskraal 69 Nabeep 102 Roode Wal 74 Kruispad 72 Melkbosch Vlakte 71 Warm Viool 20 Samuel Vlakte 81 Survey Area Uilklip Monazite Occurrence 50m 3,418,520N 3,418,540N 3,418,560N Granite gneisses Leuco tonalite/enderbite Charnockite Pegmatite Knersvlakte sediments RDU-C001 RDU-C002 0 Scale 29,400E 29,380E 29,360E 29,340E 29,320E 29,300E LEGEND RDU-C0011 Historical trench outlines SCINTILLOMETER SURVEY GRIDDED RESULTS Uilklip Roode Wal Farm boundary Faults Massive monazite Magnetite-rich monazite Altered/oxidised Monazite-bearing rock Quartzite (arkosic) Roode Wal Monazite Occurrence RDU-C002 RDU-C001 25m Quartz vein 1986 Anglo Drillhole GWMG Channel collar GWMG Channel trace RDU-C006 RDU-C005 RDU-C004 RDU-C003-3,418,500mN Source: GWMG Scint Grid 9,000 4,000 3, RDU-C0010 RDU-C009 RDU-C008 RDU-C m Scale -30,000mE -29,750mE -29,500mE Scintillometer Reading (cps) 13,300 to 6,800 to 2,900 to 900 to 400 to 300 to 0 to 16,200 13,300 6,800 2, (2) (5) (7) (19) (79) (89) (195) -3,418,750mN VMD1445_GWMGSteenkampskraal_2014

95 June Channel Sampling The broader and less intense anomaly on Uilklip 65 is likely the result of erosion and redistribution of the monazite which was exposed and removed from the scattered historical 1950s UCT workings. A channel sampling campaign was subsequently undertaken to evaluate the grade of the Roode Wal and Uilklip monazite occurrences within the historically disturbed areas. The following procedures and protocols were adopted and adhered to:- surface outcrop channel sample target areas were determined from the mapping campaign and scintillometer survey results; channel positions were demarcated using spray paint before being cleaned of all organic debris, loose rocks and dust using shovels, hoes and brooms and then hosed down with water; the channel position was remarked with spray paint and sample crosscut lines sprayed to demarcate the desired sampling intervals for each channel; two parallel lines were cut 7cm apart representing the channel position to a depth of 5cm; each channel was chisel sampled within the crosscut sample lines, bagged as individual assay samples, sealed and marked before transporting to the Steenkampskraal Mine site; and the dip, azimuth and EOH of each channel was recorded by the geologist with the collar coordinates surveyed. A total of 11 channels were cut from the monazite occurrences from which 126 samples were collected (Table 16) and submitted to SGS South Africa for high grade REE assay using sodium peroxide fusion with ICP-MS finish, the summarised results of which are presented in Table 16:- Table 16 : Summary of the Roode Wal 74 and Uilklip 65 Channel Sample Assay Results CHANNEL No. FARM EOH (m) No. SAMPLES MONAZITE VEIN WIDTH (m) GRADE (% TREO+Y) MAXIMUM MINIMUM AVG. RDU-C RDU-C RDU-C Roode Wal 74 RDU-C RDU-C RDU-C RDU-C RDU-C RDU-C009 Uilklip RDU-C RDU-C TOTAL Source : Snowden Airborne Geophysical Survey In March 2013 GWMG appointed Xcalibur Airborne Geophysics to complete a high resolution aeromagnetic and radiometric regional airborne survey across the Greater Steenkampskraal Project. The survey took two weeks to complete and was flown with Xcalibur s XtractTM geophysical system, mounted on an Airtractor crop duster. During the survey, elevation data was collected in addition to magnetic and radiometric data. Survey lines across the Greater Steenkampskraal Project were spaced 100m apart while the Steenkampskraal Project received a more detailed coverage with 50m flight line spacings.

96 June Survey lines were flown in a northsouth direction, roughly perpendicular to the strike of the mineralised monazite vein of the Steenkampskraal Project. Flying was conducted at a ground clearance of 35m (hazard dependant) with tie lines flown every 1,000m. The survey in total comprised 6,261 line km s which produced a series of high resolution magnetic and radiometric maps (Figure 19) All data was recorded, processed and delivered in the UTM 34S projection system using the WGS84 datum with the survey parameters tabulated in Table 17:- Table 17 : Airborne Geophysical Survey Parameters for Greater Steenkampskraal Project PARAMETER DESCRIPTION Line Direction 0 to 180 with respect to the UTM 34S coordinate system. Tie Line Direction 90 to 270 with respect to the UTM 34S coordinate system. Ground Clearance 35m (hazard dependent) Line Spacing 100m Tie Line Spacing 1,000m Sample Magnetics 4m Spacing Radiometrics 35m Data collected during the survey yielded a range of basic survey products, the signature results of which were gridded (Figure 19) and plotted on maps showing among interalia potassium, thorium and uranium radiometric signatures; ternary fission gamma radiation signatures; terrain elevation and vertical gradient Survey Interpretation Following the completion of the survey, data acquisition and data synthesis, a litho-structural interpretation was completed by Xcalibur Airborne Geophysics to identify prospective areas with host rocks similar to that of the Steenkampskraal Project at shallow depths. The interpretation involved the following investigations and the results of the interpretation are depicted in Figure 23:- definition of areas with similar magnetic and radiometric signatures compared to those at the Steenkampskraal Project; definition of the structural setting that controls the preservation of the Nama Group (normal faults, transfer faults and halfgrabens); interpretation of pre-nama faulting and magnetic form-lines; definition of areas for exclusion where recent sediments reach substantial thicknesses; and interpretation of potential reconnaissance/exploration targets based on Th counts data, local geology, ground morphology and magnetics. The ternary fission gamma radiation, a fundamental dataset for interpreting litho-structure, represented outcrop and recent sediments and not sub-surface geology. The darker areas represent outcrops that contain relatively high concentration of K, Th and U and depict areas of higher importance for exploration such as in areas of outcropping granite-gneiss. The Nama sequences show up as bright areas indicating relatively low concentration of all three radioactive elements. The total magnetic field intensity provided valuable interpretative data on structure and lithology. The results highlight the young post-nama northsouth normal faults which control the location of the Nama Group grabens and half-grabens. In the up-thrown blocks, where the Nama Group is either thin or absent, the magnetic signature is very complex due to the intensely deformed Namaqualand Metamorphic Complex.

97 June Drilling Exploration Target Generation Based primarily on the ternary radiometric data in conjunction with the GWMG Greater Steenkampskraal Project geology map, and the magnetic data, the survey interpretation identified target Namaqualand Metamorphic Complex sequences. The target sequences or areas are considered to represent near surface basement that has similar compositions to that present at the Steenkampskraal Project (Figure 23). The targets identified on Klein Banken 59 differ to those elsewhere in that the ferruginous metaquartzites have high thorium, some uranium and low potassium content. A total of 46 targets were selected using relative Th content for units interpreted to be outcropping and the targets were then ranked on a priority basis for followup exploration. Additional attributes were assigned to each target area using the geology, the DTM and Total Magnetic Intensity (TMI) data. NI Item 10 Upon the GWMG acquisition of Rareco in July 2011, a first phase (Phase 1) mineral resource evaluation drilling campaign was planned, comprising an initial diamond drilling programme of 18, NQ diameter (47.6mm) surface drillholes. The planned programme was subsequently modified to consist of 40, HQ diameter (63.5mm) drillholes in order to collect larger and more representative samples for both mineralogical and metallurgical testwork (Table 18, Figure 18). Independent drilling contractor, Drillcorp Africa (Pty) Ltd (Drillcorp), was appointed by GWMG to undertake the drilling programme which commenced on 22 September All drillholes were positioned to avoid intersection of the Central Historic Mine Area underground developments and to maximise the intersections of the target mineralised monazite vein. The drilling programme was completed in January 2012 and comprised a total of 20 mineral resource evaluation drillholes and 20 metallurgical sample drillholes (Table 18) which provided information on the geological continuity, variation and thickness of the mineralised monazite vein. Subsequent to the completion of the Phase 1 drilling campaign, four additional drilling campaigns were completed (Table 18) which aimed at the definition of the extensions of the mineralised monazite vein both along strike and down dip from the Central Historic Mine Area. These drilling campaigns were initially undertaken at an HQ core diameter but in order to reduce drilling costs per metre, were later undertaken at an NQ core diameter, thereby allowing for additional drillhole intersections of the mineralised monazite vein to be undertaken. A nominal drillhole spacing of 25m guided the location of each drillhole with drillhole fence lines orientated along down-dip lines perpendicular to the strike on nominal 25m to 50m line spacings (Figure 18). Drilling information, lithological thicknesses, lithological descriptions, density measurements, scintillometer readings and assay results were collected from each drillhole. Table 18 : Summary of GWMG Drilling Campaigns for the Steenkampskraal Project (2011 to 2013) PHASE FROM PERIOD TO PURPOSE TYPE DRILLHOLE DIAMETER NQ (47.6mm) HQ (63.5mm) TOTAL No. DRLLHOLES TOTAL METRES (m) Mineral Resource Sep 2011 Jan Evaluation Diamond Core , Oct 2011 Nov 2011 Metallurgical Test Work , May Jan 2012 (EXP2) , May Orientated Sep 2012 (EXP3) 2012 Mineral Resource Diamond Core , Evaluation Sep 2012 Dec 2012 (EXP4) , (EXP5) Jan 2013 Mar 2013 Diamond Core , TOTAL , Source : GWMG 2013

98 Steenkampskraal Project Figure 23 GEOPHYSICAL SURVEY INTERPRETED EXPLORATION TARGET AREAS 3,435,000N 3,427,500N 3,420,000N 3,412,500N 3,405,000N STEENKAMPSKRAAL MINE SITE 0 Scale 5km 45,000E 35,500E 30,000E 22,500E Source: GWMG 2014 LEGEND Recent sediments of substantial thickness Karoo dykes Listric/Normal fault Transfer fault Nama Group Exploration targets (thorium anomalies) Namaqualand Metamorphic Complex - Target sequences Namaqualand Metamorphic Complex magnetic stratigraphy and formlines Major pre-nama faults Namaqualand Metamorphic Complex Prospecting Right Boundary (Greater Steenkampskraal Project) Mining Right Boundary (Steenkampskraal Project): Steenkamps Kraal 70 Ptn1 VMD1445_GWMGSteenkampskraal_2014

99 June Diamond Drillhole Procedures NI Item 10 (a), (b) Drillcorp utilised standard wireline diamond drilling techniques using a suitable NQ and HQ industrial diamond studded drill bits which were mounted upon a drill stem connected to a rotary drill. Water was continually injected at the high friction drilling point to cool the drill bit and to wash out the cutting fines. Core was extracted every 6m, as dictated by the length of the core barrels, using the standard wireline extraction technique. Drillhole core was extracted, washed and placed into 1m long aluminium core trays capable of holding 7m of core. The drillhole recoveries obtained across the deposit were recorded for all diamond drillholes and ranged from 75% to 100%. Orientated drilling was attempted during the various drilling campaign phases, however the success rate of the core orientation tool was only approximately 12% and examination of the structural measurements obtained indicated that the technique was limited in value. The use of orientated core for structural measurements was subsequently abandoned by GWMG. Both Caracle Creek International and Snowden undertook detailed assessments of the drilling techniques, recorded recoveries and the chain of custody of the core and found no factors that could materially impact the accuracy and reliability of the drilling results (Snowden October 2013 Section 11.9). Drillholes were surveyed down-hole by a gyroscopic tool. On all vertical or near vertical drillholes, an Azimuth Positioning System (APS) was utilised to orient the tool. GWMG successfully used the APS to align the drill rigs when differential GPS post markers were not available or when ambient magnetic signature was variable. GWMG used a core orientation tool that proved unsuccessful, only successfully orientating the core in only two full drillholes out of 140 drillholes and 17 partial drillholes. Use of orientated core for structural measurements was abandoned by GWMG after a full investigation of the results Topographic Control The December 2010 Rareco topographical survey was used in the geological modelling and mineral resource estimations Downhole Survey All drillholes were surveyed downhole utilising a gyroscopic tool as supplied by Reflex Africa with an azimuth positioning system (APS) utilised to orientate the tool. A total of 19 of the 232 holes drilled were not downhole surveyed due to the downhole survey tool being unavailable at the time of drillhole completion due to necessary repairs Geological Logging Methodology All geological logging was undertaken in a dedicated, covered core shed at the Steenkampskraal Mine site by the appointed GWMG exploration geologists. The initial GWMG logging protocols were based on a 2011 technical report by independent consultants SRK Consulting. Logging protocols were then modified as required throughout the programme to accommodate refinement of the logging objectives. Prior to geological logging, drillhole core was scanned with a hand-held differential gamma spectrometer to locate areas of higher radiation for sampling. Thereafter, the core was logged, the contacts of the mineralised monazite vein identified and the core sampling horizons identified according to the SRK protocols. Core intervals of interest without a visible mineralised intersection, or higher than background spectrometer readings, were removed from the core shed to be re-scanned in an area of lower background radiation. Any readings above the lower background were marked to be sampled in the same procedure as per the mineralised monazite vein sample intersections. In the event that there were no anomalous spectrometer readings in the core, the responsible geologist may have marked samples based on lithology, features of interest and the predicted mineralised interval for any particular drillhole Drillhole Sampling Methodology and Density Measurement The drillhole core sampling methodologies and QA/QC protocols are described in detail in Section

100 RESULTS OF THE STEENKAMPSKRAAL DRILLING PROGRAMME AND MINERALISATION DEFINITIONSTEENKAMPSKRAAL PROJECT DRILLING Elev (Z) 3D DRILLHOLE INTERSECTIONS OF THE MINERALISED MONAZITE VEIN (LOOKING NORTHWEST) Steenkampskraal Koppie Surface DTM Drillhole Mineralised Monazite Vein Drillhole Intersection 3D Model of Mineralised Monazite Vein 3D Model of Mineralised Monazite Vein 3D DRILLHOLE INTERSECTIONS OF THE MINERALISED MONAZITE VEIN (LOOKING NORTHEAST) Elev (Z) Steenkampskraal Koppie Drillhole 0 Scale Surface DTM Plunge -02 Azimuth m Steenkampskraal Project Mineralised Monazite Vein Drillhole Intersection 0 Scale Source: GWMG m Plunge -02 Azimuth 056 VMD1445_GWMGSteenkampskraal_2014 Figure 24

101 June Drillhole Database All drillhole data was entered and stored into a dedicated downhole drillhole Microsoft Access database which allowed for collar, lithological, downhole survey, sampling and assay information to be entered and stored into separate interlinked data sets. All data was entered into the database and verified by qualified geologists in the full-time employ of GWMG. The front end interface of the database allows for the export of the data sets into *.csv formats which could be independently validated Results of the Drilling Programmes NI Item10 (c) The geological and assay information provided from the five phases of drilling on the Steenkampskraal Project confirmed historic drilling results, defined strike and down-dip extensions of the target horizon as well as provided information of sufficient accuracy for the definition of Measured and Indicated Mineral Resources. The exploration programmes were conducted according to international best practise guidelines and within the scope of NI requirements. The drilling programmes were in Venmyn Deloitte s opinion, and that of several additional independent consultancies/qualified Persons to be appropriate for the nature and style of mineralisation. The morphology and extent of the deposit were defined in detail by the drilling campaign as shown in Figure 24. The relationship between sample length and mineralisation thickness is well understood from the underground sampling programme and the dip and orientation of the deposit is well defined. The geochemical characterisation exercise (Section 6.4.1) has highlighted the areas of higher grade which have been targeted in the mine design. 10. Sample Preparation, Analyses and Security Sample Preparation and Security NI Item 11(a), (b) The field QA/QC protocols undertaken by GWMG throughout the sampling campaign are summarised in Section The core samples were initially stored on site in a facility protected by security fencing and manned by security guards. The GWMG sampling protocols required that the selected samples be stored within closed bags and transported to the sample preparation laboratory in sealed plastic or steel drums, after which the analytical facility assumed responsibility for the sample security. The on-site sample submission procedures were supervised by qualified GWMG staff with minimal opportunity for sample tampering. At all stages of the sample preparation and analysis, the samples were in secure laboratory facilities Equally, given the regular blind submission of international standards, any misleading analytical data would be readily recognised and investigated. The preparation of the 100g pulverised sample pulps was carried out in Johannesburg by ISO accredited SGS South Africa and the homogenised sample pulps were then shipped to SGS Canada for REE analysis at SGS Don Mills, and to SGS Lakefield for gold (Au), silver (Ag) and copper (Cu) assay using appropriate, standard industry analytical methods. No relationship exists between the laboratories and the issuer, and the laboratories were paid for the sample preparation and analyses on a commercial basis. Independent consultants, Caracle Creek International, visited SGS Don Mills on 6 March 2012 as part of a technical review and reported that the laboratory was exemplary with very competent staff and satisfactory internal QA/QC measures. SGS Don Mills is accredited to the ISO9001 standard and operates according to SGS Group standards consistent with ISO17025 methods at other laboratories. Strict internal quality control procedures are implemented using randomly inserted blanks, duplicates, and CRMs. The Caracle Creek International independent review satisfied Snowden that for the purposes of the October 2013 Mineral Resource estimate, industry standard methodologies were being implemented in all aspects of sample collection, preparation, shipment, and chain of custody. Some QAQC issues in terms of the blanks and CRMs used were identified and acceptable remedial action was taken by GWMG resulting in high confidence analytical data.

102 June SGS South Africa provided the following process flow for geochemical sample preparation of the material from the Steenkampskraal Project:- core samples were received in plastic or steel drums labelled Hazardous Radioactive and the Safety, Health and Environment co-ordinator at SGS South Africa took radiological readings to ensure that the samples received were within the legal radiological limits; passed samples were correlated with the GWMG sample control list to identify any discrepancies; samples were then logged into the SGS laboratory information management system with a unique laboratory batch number. Labels with work order numbers were printed and placed with relevant batches; sample batches were weighed, dried at 105 C and pulverised with an LM2 pulveriser for approximately one hour; inter-sample cleaning was undertaken using a silica waste rock in between every milling of a sample. Screen checks were conducted as one in every twentieth randomly selected sample to check the SGS specification of 85% passing a 75 µm sieve. Any failures to this specification would trigger rescreening five samples above and five samples below the affected sample. Failure of any three samples on either side (above or below) would result in the entire batch being re-milled. None of the GWMG material screened failed this check; and a 50g to 100g aliquot was taken using a riffle splitter, and the split shipped to SGS Canada for analysis. Rejects were retained by SGS South Africa until the results were received by GWMG and evaluated Analytical Methodology NI Item 11 (b), (c) Four main analytical methods were used in the assay of the Steenkampskraal Project samples, namely:- a peroxide fusion and inductively coupled plasma-mass spectrometry (ICP-MS) for U, Th, REE (La to Lu inclusive, excluding Pm) using the SGS high REE concentration IMS91B procedure. Instrument calibration was performed for each sample batch and calibration checks were analysed with each analytical run; inductively coupled plasma-optical emission spectrometry (ICP-OES) for phosphorous (P); lead fusion fire assay and ICP-OES for Au using SGS analytical procedure MEFA1313; and four acid digest and atomic absorption spectrometry (AAS) for Cu and Ag. The Standards Council of Canada has accredited all three of the above mentioned tests and these tests are in conformance with the requirements of INO/IEC (see for a full scope of accreditation). SGS Don Mills operates an internal QC programme which includes selected repeat analyses and the introduction of in-house CRMs and control blanks with each batch. The results of the analysis of the control samples were reported with each batch assay certificate. The pulverised samples were retained at the analytical laboratory for at least 60 days in case of repeat analysis requirement, after which they were shipped to South Africa for storage on-site Metallurgical Testwork Sample Preparation and Analysis The metallurgical samples collected from the underground mineralised material and variability sampling campaign (see Section 12.1), were screened, crushed and milled. The critical issue in the sample preparation was the minimisation of fines/slimes generation, particularly for the testwork on physical separation processes such as spirals and flotation. Consequently, the sample preparation screened out any undersize material in the comminution stages and crushed or milled only the screen oversize material.

103 June All chemical analysis conducted during the Steenkampskraal Project metallurgical testwork programmes since 2011 (Section12) was outsourced to De Bruyn Spectroscopic Solutions in South Africa. The analytical method employed is based on ICP-OES and utilises three sample preparation steps for solid samples to ensure total dissolution of all REE elements is achieved. The CRM used was OKA-2 Rare Earth (Table 19). Laboratory QA/QC measures applied during the sampling campaign are in line with ISO17025/34 standard Quality Control and Quality Assurance Data Analysis NI Item 11 (c) In order to ensure that the final assay results were suitable for mineral resource estimation, several field QA/QC measures were implemented by GWMG to monitor the accuracy and precision of the analytical laboratory as well as any possible contamination of the samples during the sample preparation and analytical process (Section ). The QA/QC field procedures included the random but regular insertion of blanks to check for contamination, CRMs to check for accuracy and duplicate samples to monitor precision. In addition, the analytical laboratories included their own in-house QA/QC blanks, duplicates and CRMs so that the entire sampling campaign had a resultant reference material insertion rate of 6% for field duplicates, 2% for laboratory duplicates, 14% for CRMs and 7% for blanks. Caracle Creek International undertook an independent review of both the field and laboratory QA/QC data on behalf of GWMG. The review focused primarily on analysis of the REEs, Y, Th, and U as received from SGS Canada. The quality checks were undertaken within 24 hours of receiving the analytical results when possible, and any errors were immediately referred to the laboratory. The analysis of the blank sample data for potential inter-sample contamination showed sporadic REE contamination which was associated with the monazite bearing river sand used as blanks, up until the end of March Subsequent to 2012, certified clean silica was used for the blank samples and the results proved acceptable, indicating that contamination from the sample preparation process is not a risk to the analysis quality. The CRMs utilised in the GWMG sampling campaign are summarised in Table 19. Snowden (2013) concluded that good spatial representivity of the deposit was achieved with the CRM programme. Most of the CRMs demonstrated the acceptable accuracy of the analyses, except for the pre-2102 OKA-2 and Ben standards, and AMIS 0222 which showed poor accuracy for Ag, Au and Cu. The three CRMs that were submitted with the tailings samples (i.e. OKA-2, and BENR), showed relatively poor results, which indicates relatively poor confidence in the tailings sample results. In Snowden s opinion the accuracy of the sample assays is moderate. Table 19 : Summary of Certified Reference Materials and QA/QC REFERENCE MATERIAL CERTIFIED ELEMENT CONCENTRATION COMMENT OKA-2 REE, Th, U High REE Benjamin REE, Th, U Low to medium REE grades AMIS0185 La, Ce, Pr, Nd, Sm, U, Th La (2.9%), Nd (0.9%), Eu (0.0094%), AMIS028 Au Low grade 1.08ppb AMIS0231 Au Medium grade 680ppb AMIS0229 Au High grade 2,020ppb Used for in situ TSF samples. Not the same analytical method as GWMG samples and considered outdated and inappropriate. Discontinued June 2012 Used for TSF and in situ samples. Provisional not certified. Discontinued end June Negative bias for U and positive bias for REE in the database for both BENR and BENRS Used for in situ samples. Good results all within one standard deviation of provided value, with slightly negative bias. All samples plot within two standard deviations. Good accuracy and precision Used for in situ mineralisation only. All within two standard deviations. Good accuracy and precision Used for in situ mineralisation only. All within two standard deviations. Good accuracy and precision AMIS0036 Cu and Au Au 140ppb Slightly negative bias. AMIS0222 Ag, Cu, Ag Ag (7.4ppm), Cu (6,832ppm) Only 43% plotted within three times standard deviation. Poor precision and low confidence in results Source : Snowden 2013

104 June Both field and laboratory duplicates were inserted into the sample batches to monitor precision of analysis at the laboratory. Snowden considered that the duplicate samples were spatially representative of the in situ and tailings sample batches. The selection of the duplicates samples seems to have biased towards higher grade samples, particularly in the field duplicates with under-sampling of the low grade materials. Generally the duplicates showed good linear correlation and minimal bias between the original and duplicate sample results. The precision for field duplicates was slightly below the acceptable limits of 20% and 10% half absolute relative difference (HARD) but this is considered to be a function of the sampling methodology rather than inherent analytical issues. The laboratory duplicate precision was greater than the field duplicates excepting for Eu, Lu, Tm, Yb, Au and Ag. Snowden concluded (Snowden 2013) that the precision for the laboratory is moderate Quality Control and Assurance Conclusions 11. Data Verification NI Item 11 (d) In general the rate of insertion of reference material, including blanks, CRMs and both field and laboratory duplicates is acceptable and sufficient for the type and style of mineralisation. A change of CRMs and blank material in June 2012 resulted in improved QA/QC data which provides sufficient comfort for a high level of confidence to be placed in the post 2012 analyses (Snowden 2013). The methodology employed to generate duplicate samples should be re-assessed as the current methodology provides results that do not accurately reflect the reproducibility of the analyses but inherent sample inhomogeneity. Furthermore, Venmyn Deloitte recommends the submission of duplicate samples to an umpire laboratory for additional accuracy and precision monitoring. Venmyn Deloitte considers the sample preparation and security to have been acceptable. The analytical routes are appropriate for the Steenkampskraal Project samples and the results of the QA/QC monitoring, while highlighting some corrected deficiencies, has indicated that laboratory precision and accuracy can be demonstrated. The conclusion is that sufficient confidence can be placed in the assay results to support estimation of a Mineral Resource. NI Item 12 (a), (b), (c) The Steenkampskraal Project exploration database has undergone several independent reviews and the following verification exercises have been undertaken by GWMG, independent consultants and the QPs responsible for the data presented in this ITR:- Caracle Creek International 2012 database checks: prior to 2012 Caracle Creek International independently managed the exploration database which comprised an Excel spreadsheet containing drillhole collar co-ordinates, drillhole collar survey orientation and an interval table that recorded the depths at which the mineralisation was intersected. Caracle Creek International ensured that no data gaps or overlaps were present, assay results were matched with sample types, and end of hole depths were compared with collar data and lithologies; following completion of the above validation exercise, Snowden undertook additional database validation checks in 2012 using Datamine Studio 3. Subsequent to this validation exercise, the database has been managed by GWMG; GWMG undertook a complete core-logging review, rationalisation with re-logging where necessary. The review included lithology codes, logging consistency, from-to of the mineralisation, and EoH depths during the second quarter of Revisions were made to the database and resulted in refinements to the drillhole core records and minor changes to the total drilling metreage; as part of the 2013 resource estimate, Snowden again reviewed the GWMG exploration database by extracting data in.csv format and checking using SQL Server software. Drillhole collar coordinates and sections were reviewed, assay results investigated for overlaps, duplication, appropriateness of element content ranges and sample length considered, lithological data checked and visual checks in DataMine undertaken on the survey data. All discrepancies were corrected prior to use in the modelling for modelling;

105 June drillhole collar coordinates were initially recorded in the field by GWMG staff using a handheld GPS and on completion of the drilling, the collar was surveyed using a differential GPS. Snowden compared the drillhole collar coordinates against the topographic surface model and concluded that the drillhole collar data is reasonable and acceptable for use in estimation of the Mineral Resource; downhole surveys were assessed for both dip and azimuth rates of deviation and although no major deviation were noted, 10 shallow drillholes (typically 120m) were not downhole surveyed but were considered by Snowden to be suitable for inclusion in the mineral resource database; sample lengths were statistically reviewed with over 65% of samples being 50cm in length. Snowden considered that the sample length data is valid and acceptable for use in the mineral resource estimation; the relative density measurements vary between 1.96g/cm 3 to 5.51g/cm 3 which is a large range attributable to the presence or absence of sulphides and monazite. Histograms of the density measurements peak (43%) at approximately 2.6g/cm 3 and Snowden stated that it has no reason to doubt the validity of the data; core recovery data was reviewed to assess if any correlation existed between recovery and mineralisation. The core recovery average is 97% and no spatial relationship between interpreted mineralisation position and recover could be detected; the historic drillhole collars were relocated by GWMG and their positions verified but no sampling or assay verification was undertaken; the QA/QC procedures both for the field protocols and the analytical laboratories have been independently checked. The results of the reference material provide confidence that laboratory precision is acceptable and that contamination is not an issue. External verification of the accuracy of the laboratories through testing at an umpire facility would be beneficial but the results of the CRMs included in the sample batches are acceptable; and Venmyn Deloitte undertook high level spot checks of the core logging, reviewed the exploration database and re-plotted all the drillhole collars to verify the drillhole locations. In the opinion of the Caracle Creek International (2012), Snowden (2012 and 2013) and Venmyn Deloitte (2014) technical teams and QPs, the exploration data for the project has been collected in a manner consistent with international reporting standards for mineral assets. The analytical data has been verified by acceptable QA/QC monitoring and the resultant database has been scrutinised for accuracy. The sampling is considered to be representative of the mineralisation and to be suitable for use in the estimation of a mineral resource estimate. 12. Mineral Processing and Metallurgical Testwork NI Item 13 (a) The generic process flow for typical REE deposits is described in Section 1.2 and essentially requires multi-stage physical beneficiation and hydrometallurgical ore processing which can be generally described as physical upgrading of the RoM material, followed by chemical beneficiation (acid or alkaline cracking/leaching), removal of impurities and final separation of the individual REEs or compounds through selective oxidation/reduction, fractional precipitation, solvent extraction and/or ion exchange. The testwork undertaken for the Steenkampskraal Project focused on data collection for the design of three of the above listed processes, namely the physical upgrading, the chemical cracking/leaching and removal of impurities. The final separation into individual REOs will be undertaken in an independent toll-treatment facility. The GWMG metallurgical testwork programme has been independently monitored and reviewed by Qualified Person Mr R Heins and the results of the review were presented to GWMG in a document entitled Steenkampskraal Monazite Mine: Preliminary Design Review (April 2014). Venmyn Deloitte has also reviewed the testwork results as part of the required NI review process in the preparation of the ITR. The results of the metallurgical testwork reported in this section are often quoted as TREE or REE concentration in a precipitate or solution and this must be borne in mind when comparing the data to concentrations of TREO or REO in the process plant design.

106 June Metallurgical testwork has been undertaken on the Steenkampskraal Project mineralised monazite vein material by various owners since its first evaluation by Anglo American Corporation in the mid-1950s, and the results of these historic investigations are summarised below:- Anglo American Corporation in 1953; o o o physical concentration by jigging which produced a high grade concentrate but low REE recovery; shaking tables which resulted in unacceptable REE losses; and flotation which produced both copper and monazite grades and recoveries that were acceptable at that time. Metorex testwork undertaken at the National Institute of Metallurgy in 1959:- o o bond testwork index of 14 kilowatt hours per tonne (KWh/t); and magnetic and spiral separation as well as flotation tests which showed that attempts to increase concentrate grade resulted in sharp declines in recovery. Rareco testwork undertaken at GMRS Krugersdorp in 1995:- o o o o o comminution testwork resulting in a bond work index determination of 10.7KWh/t; physical separation using spirals which showed limited mass reduction and high TREO losses; magnetic separation was tested ahead of flotation; copper flotation produced a grade of 13% Cu in the concentrate; and monazite rougher flotation showed a 30% mass reduction with high TREO losses. The metallurgical testwork undertaken by GWMG since 2011 has focused on evaluating two basic processing components, namely:- beneficiation, which is generally the physical upgrading of the RoM to a mineral concentrate, through crushing, milling, and concentration methodologies such as gravity and magnetic separation, as well as flotation techniques. Beneficiation of the Steenkampskraal Project RoM will be undertaken in the Metallurgical Plant (see Section 1.4); and cracking and purification, which extracts the REEs from the concentrated host minerals and converts the concentrate into a mixed rare earth carbonate product. The acid cracking and purification will be undertaken in the Steenkampskraal Project Hydrometallurgical Plant. The post 2011 metallurgical testwork has been undertaken at two levels or scales of testing, namely at bench scale and on a mini-pilot plant scale. The bench scale testwork was conducted both at Mintek in Johannesburg and Saskatchewan Research Council (SRC) in Canada and consisted of a wide spectrum of tests to select or reject unit processes for the process flowsheet. The mini-pilot plant testwork was conducted both at SRC in Canada and Mintek. The SRC mini-pilot plant testwork consisted only of DMS and magnetic separation, while at Mintek the entire process was imitated Metallurgical Testwork Samples The samples submitted for both the bench scale and mini-pilot plant testwork were taken from the Central Historic Mine Area as indicated in Figure 18. In addition, variability testwork samples were sourced from the all mineralisation types in the Eastern and Western Extensions, and the resultant spread of sample location provides comfort that the testwork sampling campaign has been representative. The samples collected for metallurgical testwork were sourced in several campaigns as summarised in Table 20. A description of the sample preparation and analysis has been provided in Section 10 and a summary of the testwork samples collected and submitted for testwork since 2011 is presented in Table 20:-

107 June Table 20 : Metallurgical Samples for both Bench Scale and Mini-Pilot Plant Testwork SAMPLE SOURCE TYPE OF MATERIAL DATE Samples from Historic Upper and Lower TSFs and Historic Main Rock Dump Fine grained tailing material and coarser rock dump material WEIGHT (kg) 28-Oct Metallurgical drillhole samples Mineralised monazite vein 09-Nov Underground channel samples Phase 1 Mineralised monazite vein 01-Feb Underground vein material and Historic Main Rock Dump Underground hanging and footwall and mineralised samples from historic, exposed stopes Underground mini-bulk sample Mineralised monazite vein and waste unmixed Mineralised monazite vein diluted to 40% (RoM) Mineralised monazite vein and waste unmixed Mineralised monazite vein and hangingwall and TESTWORK Initial samples for flowsheet development tests Initial samples for flowsheet development tests Drillhole core plus underground channel samples - '2012' sample 01-Feb Initial XRF tests 05-Dec ' bulk sample sort and flotation optimisation. 500 kg dispatched to SRC for tests 27-Mar-13 1,500 Bulk flotation test feed Underground hangingwall and footwall + variability samples footwall 04-Sep-13 1,020 Mineralised monazite vein Various core samples for DMS 23-Oct Sorter and HLS TOTAL 5,462 Source : Snowden 2013 and GWMG 2014 Pilot plant sample and variability samples Bench Scale Beneficiation Testwork NI Item 13(b) The nature and results of the extensive beneficiation testwork undertaken for the design of the Steenkampskraal Process Plant, in particular the Metallurgical Plant, are presented in Table 21. The testwork showed that the mineralised monazite vein material has a low abrasion index. Furthermore, testwork also showed that the material is not amenable to physical upgrading through simple gravity separation techniques or flotation. Various magnetic separation processes were tested and proved effective, namely dry low intensity magnetic separation (LIMS) and wet and dry high intensity magnetic separation (WHIMS and HIMS respectively). A combination of dry LIMS and HIMS, wet WHIMS and dense medium separation (DMS) proved the most effective means of reducing the mass to be sent through the hydrometallurgical phase, without significant TREO+Y 2O 3 losses Bench Scale Cracking Testwork NI Item 13(b) The purpose of the hydrometallurgical section of the process plant is to produce purified REE compounds by conversion of the REE minerals in the physically concentrated mineralised monazite vein material into REE compounds through REE cracking which can be undertaken in two possible routes either caustic or acid cracking, both of which were tested as possible methodologies. Thereafter the REE compounds are purified by various techniques Caustic Cracking The caustic cracking route aims to convert the REE minerals into REE hydroxides amenable to hydrochloric acid leaching, with water soluble tri-sodium phosphate forming a by-product. The efficiency of the caustic cracking was estimated by measuring the leach efficiency of phosphate in the caustic crack step. Subsequent to the caustic cracking, a hot water wash will be undertaken aimed at comprehensive removal of entrained sodium hydroxide (NaOH) and phosphates which might result in increased acid consumption in the subsequent hydrochloric acid leach step. Most of the caustic crack tests were done at 75µm grind size which provided a maximum of 84% TREE recovery/deportment into solution. The 75µm material proved too coarse as the interior of coarse grains remained unaffected by the chemical cracking. At a 45µm grind size in combination with high shear mixer, the TREE recovery increased to 90% indicating that the optimal grind size for the caustic crack route was 45µm, as the efficiency of TREE recovery decreased thereafter at grind sizes between 50µm and 212µm.

108 June Testwork showed that the optimal caustic soda dosage for the cracking process was 2t of 100% sodium hydroxide (NaOH) per ton of monazite concentrate. The Historic Upper and Lower TSF material showed low TREE recovery of 56% probably due to the high allanite content of the material which deported to the tailings in the original flotation plant, and which appears to be unamenable to caustic cracking Acid Cracking The acid cracking route was tested on both underground mineralised vein material and historic TSF material. Acid addition optimisation tests were undertaken to test the influence of the rate of acid addition to feed tonnes (kg/t). Seven tests were performed between 1,000kg/t to 2,500kg/t. The recovery of TREE improved to >95% as the acid to feed ratio increased to over 1,500kg/t. The TREE recovery for the Upper and Lower TSF material was 99% achieved at an acid to feed ratio of 1:1. The relationship between pulp density and the TREE recovery tests showed TREE recovery at 20% and 40% pulp density to be 98% and 99%, respectively. The conclusion was that increasing pulp density up to 40% did not have significant influence on the recovery of TREE. Testwork undertaken to determine the influence of moisture content of the concentrate indicated that a moisture content of 15% did not have significant influence on the recovery of TREE at an acid addition of 1,800kg/t. The TREE recovery when feeding wet and dry feed at an acid addition of 1,800kg/t feed was 99% and 98%, respectively. However, the TREE recovery is significantly affected by moisture content at a low acid dosage, for example TREE recovery at 1,600 kg/t was only 80% whereas the recovery was 99% when feeding dry feed at the same acid dosage. Initial testwork on the influence of grind size showed a slight increase in TREE recoveries at a 45µm grind size, though the dependence is not as marked as compared to the caustic crack route. The influence of the residence time in the acid baking step was investigated at three residence times of namely 2.5 hours (hr), 3hr and 4hrs. The results indicated that the optimal residence time is 3hrs. The acid cracking route provides far more efficient TREE recovery than the caustic cracking process for both underground and historic tailings material and was therefore selected as the preferred option for the hydrometallurgical plant design.

109 June Table 21 : Summary and Results of the Beneficiation Metallurgical Testwork TYPE OF TESTWORK TESTWORK SCOPE AND SAMPLES COMMENTS RESULTS Bench Scale Beneficiation testwork Particle size distribution in the mineral deposit Particle size distribution tests in Historic Main Rock Dump, Historic Upper and Lower TSFs and underground ore samples Bond ball work index (BBWI) The results do not necessarily represent the particle size distribution used in the RoM distribution estimate Test provides information for the design of grinding circuits. Estimates the energy requirements for closed circuit ball milling. Limiting screens used were 212µm and 150µm. In reality the ore will be milled to 95% passing through 45µm so BBWI will be 14.5kWh/t Results shown on Figure 25 Only the underground mineralised monazite vein material was tested as this represents the worst case scenario. The material exhibits medium hardness with BBWI between 12.29kWh/t and 11,91kWh/t. Comminution testwork Mineral Sorting Gravity Separation Heavy Liquid Separation (HLS) and Dense Media Separation (DMS) Abrasion index (AI) Grindmill test (-16mm and -6.7mm feed) Testing to ascertain the potential of presorting to upgrade mineralised RoM. Provides an indication of the relative abrasiveness of the mineralised material on a standard sample. Can also be used to estimate the relative steel ball, mill liner, and crusher liner consumption Grind mill test combined with simulations provides information used in the design (BWI, residence time, indication of the final particle size distribution at given energy levels) when compared to the previous bond ball mill work index results An independent set of samples for sorting testwork was selected by a qualified geologist and sent to Mintek for XRF and XRT sorting testwork 15 samples selected as representative of the variability in the RoM. Each sample passed through the sorter 5 times The mineralised monazite vein material has a low average abrasion index (0,12AI and a life factor varying from 2.86 to 3.11) Figure 25 shows simulations for 10kWh/t (95% passing 212µm), 15kWh/t (95% passing 150µm) and 21kWh/t (95% passing 106µm) Not applied to the Steenkampskraal Process Plant flowsheet X-ray fluorescence (XRF) sorting - initial testwork Good response for Ce and La - progression to larger scale testwork XRF larger scale sorting trial Technology limited sorting of material >30mm in size 20.8% of feed discarded to tailings with only 1.3% loss of La and Ce Hand specimens of high, medium and low grade selected. Large X-ray transmission sorting (XRT) - initial difference in atomic density between gangue and monazite rich testwork material proved useful Excellent sort down to 8mm to 10mm particle size XRT Phase 1 XRT Phase 2 Gravity Separation Shaking table evaluation Falcon gravity concentrator Spiral evaluation HLS testwork at SRC Canada and Mintek bench scale and mini-pilot plant testwork Despite good results for XRF and XRT sorting testwork, the technology was not applied to the Steenkampskraal Processing Plant flowsheet as the project requires sorting of size fractions below the sorter's bottom cut-off screen size and the DMS was found to be more commonly used and more effective. The results do not necessarily represent the particle size distribution used in the RoM distribution estimate To test the amenability of the underground and surface mineralised monazite vein material to sorting by bulk density Historic Main Rock Dump material was tested at a grind size of 95% passing 150µm and underground material was tested at 95% passing both 212µm as well as 150µm. Both mineralised material types were evaluated with and without de-sliming at 15µm. Enhanced gravity testwork, using a laboratory Falcon concentrator on the cyclone overflow of a sample to test if the REEs lost during desliming can be recovered. Batch rougher, cleaner and scavenging spiral tests on the underground material (95% passing 212µm, de-slimed at 15µm) Samples were crushed and screened Mass reduction of 28% with a TREO grade of 1.78% in the tailings TREO recovery of -68mm+50mm fraction of 100%; -50mm+25mm recovery of 98.86% and -25mm+12mm recovery of 92.5% Poor recoveries of TREO In both cases recoveries were poor ranging from 58% to 72% reporting to the concentrate. The majority of the losses occurred in the -75µmm screened fraction Preliminary results showed very little mass pull to the concentrate streams; the recoveries were low. Only 56% - 73% of La+Ce values recovered across the spiral circuit, with an associated product grade of between 14%-20% La+Ce content HLS testwork on the mm fraction showed 99.1% TREO concentrated in 58.6% of total mass heavier than SG 3.0 with a concentrate grade of 32.3% TREO. The rejected mass was 41.4% of the total mass. The HLS results of the 5.6mm-12.5 mm fraction show

110 June TYPE OF TESTWORK TESTWORK SCOPE AND SAMPLES COMMENTS RESULTS Magnetic Separation Flotation Heavy Liquid Separation (HLS) and Dense Media Separation (DMS) The HLS testwork was repeated at Mintek Testing amenability to magnetic separation Low intensity magnetic separation (LIMS) High intensity magnetic separation (HIMS) Flotation Flotation at both Mintek DMS unit process is ideally suited as a mass bulk rejection unit process Tested two potential scenarios, namely Low magnetic intensity unit and High intensity magnetic separation unit process Laboratory scale on the -212µm fraction Laboratory scale on the -45µm fraction Samples of underground mineralised material were crushed and screened into the 4 size classes between 12mm and 212µm, which were upgraded using a dry permanent roll magnet (Nd-B-Fe) Extensive testwork 100 flotation tests undertaken at Mintek first on Historic Main Rock Dump material to determine basic recipe and later extensive testwork on underground samples. Two stage flotation approach with an initial sulphide removal flotation circuit followed by a monazite flotation circuit that 99.4% TREO was concentrated in 64.5% of total mass heavier than SG 3.0. The concentrate grade was 30.4% TREO. The rejected mass accounted for 35.5% of the total mass The TREO recovery was consistent with results obtained at SRC Canada and conclusively indicate that the TREO recovery was in excess of 99% HIMS magnetic separation an option to reject waste above 212 µm size fraction and LIMS magnetic separation an option in waste rejection in the -45µm size fraction 5% to 10% mass reduction over the unit process to magnetics with losses of TREO of 1-3.5%. The majority of the TREO reported to the non-magnetic fraction as the combined non-magnetics accounted for 98.3% of the TREO value 6.8% reduction over the unit process to the magnetic fraction with losses of TREO of 1% to this fraction Excellent results were obtained on the +212µm material. The results show mass reductions of approximately 30% with TREO losses of 1% and lower HIMS on the -212µm fraction all resulted in substantial TREO losses (>20%) Flotation was not included in the final flowsheet since small grade improvement occurs with a large REO loss, flotation is too susceptible to fluctuations in material mineralogy with particular emphasis on allanite and the flotation plant would expose concentrated radioactive material in open vessels Best result 47% TREO with mass pull of 37% and a combined LIMS+flotation recovery of 71% TREO Locked cycle tests for grade and recovery improvement Overall 47% TREO was the highest grade that could be obtained at 89% recovery and 45% mass pull Flotation at SRC Canada Changing operating conditions yielded results that were along the same grade-recovery curve Same results as at Mintek Variability See Section 12.7 See section 12.6 Mini-pilot Plant Scale Beneficiation Testwork 43%-46% of gangue material can be rejected while the TREO loss can Mini-DMS pilot plant at SRC Canada HLS results showed the dense media should have a separation SG of be maintained at less than 1.8% by controlling the dense media density 2.9 to 3.0 at between 2.9 and 3.0 Source : GWMG 2014 Mini-DMS pilot plant at SRC Mintek TREO recovery was consistent with results obtained at SRC Canada and conclusively indicate that the TREO recovery was in excess of 99% with a mass reduction of 54%

111 Steenkampskraal Project Figure 25 RESULTS OF TESTWORK FOR THE METALLURGICAL PLANT 100 PARTICLE SIZE DISTRIBUTION IN STEENKAMPSKRAAL PROCESS PLANT FEED 90 Cumulative Mass passing (%) ,000 Size Passing (mm) Surface Rock PSD-ROM Surface Tailings PSD-ROM Underground PSD-ROM 100 GRINDMILL TESTWORK RESULTS FOR ROM FEED Passing (%) Particle Size (micron) Sample MAGNETIC SEPARATION TESTWORK RESULTS Recovery (%) REO Grade (%) ,000 10,000 15,000 20,000 Gauss Mass Pull Cumulative REO Recovery Cumulative REO Grade Source: GWMG, 2014 VMD1445_GWMGSteenkampskraal_2014

112 June Bench Scale Hydrometallurgical Purification Testwork NI Item 13 (d) The acid cracking process comprises an acid bake followed by a water leach which provides a mixed TREE sulphate filtrate solution. The recovery of the REEs from the leach filtrate was investigated in two options which differed in their recovery sequence:- Option 1: the TREE was recovered after rejection of most of the impurities. A ph vs. leaching S-curve was created and showed that there was no potential benefit from rejection of the impurities from the TREE sulphates via hydroxide precipitation in high concentration of phosphorus. Furthermore, there was no potential benefit in pursuing with this route as the TREEs were precipitating as phosphates rather than hydroxides; and Option 2: the TREE was recovered in the presence of impurities and the process route was devised to selectively recover TREE from crude sulphate solution by double salt precipitation. The double salt precipitate was then converted into hydroxide Double Salt Precipitation The double salt precipitation (a double REE sodium sulphate salt NaREE(SO 4) 2) is the first step in the purification of the TREE water leach solution filtrate for Option 2. Initial tests involved sodium chloride and sodium sulphate solutions as precipitants. The test work showed that above a stoichiometric excess of two times, the TREE recovery did not improve markedly from the 89% achieved and further testwork on sodium chloride was terminated when it became apparent that chlorine gas was generated in the process. Further testwork was then conducted using dry sodium sulphate with a high temperature for optimal recovery. The residence time was tested for 1hr to 12hrs to produce the double salt (NaREE(SO 4) 2). The testwork provided the information required to select and specify the operating parameters for the double salt precipitation unit process Caustic Conversion The caustic conversion circuit was aimed at the conversion of the rare earth double salt to a rare earth hydroxide by the treatment of the double salt with a stoichiometric excess of NaOH at 90 C which results in the precipitation of REE(OH) 3 together with sodium hydroxide (Na 2SO 4) and water. The testwork provided the information required to select the optimal conditions for the caustic conversion Removal of Cerium by Drying Cerium can be selectively removed from the mixed TREE hydroxide precipitate by converting the Ce 3+ in the hydroxide precipitate to Ce 4+ by drying the precipitate. Since the Ce 4+ is less soluble in dilute acid than the other REEs, the latter can be selectively leached from the TREE precipitate HCL Leach to Remove Cerium and Thorium The HCl leach process constitutes a further purification step to selectively leach TREE and exclude cerium and thorium, amongst other impurities, from the hydroxide precipitate. The main objective of S-curve was to determine the optimum ph for maximising the recovery of TREE. The deportment of impurities at different ph values could also be established. The initial tests focused on retaining the cerium in solution while the later tests focused on the retention of cerium as a solid. Both S-curves showed similar behaviour in terms of metal extraction efficiencies and the leaching S-curves indicated greater than 99% of the TREE excluding cerium could be leached at optimal ph. The leach efficiency of cerium in the presence of a reductant was 25% and 12% in the absence of a reductant. The leach efficiency of thorium, iron and copper was below 1% while that of aluminium was 8%.

113 June Radium Removal The HCl leach solution was used to conduct the radium removal testwork. The radium was removed from the chloride solution by adding BaCl 2 and H2SO 4. The efficiency of the radium removal process was measured by recording the radioactivity levels of the precipitates and it was found that 50% of the thorium in the feed was precipitated during this step. Based on further mini-pilot testwork, the results show that the radium removal process removed in excess of 98% of radium with the limited residence time used in the test. However, samples of the carbonate product that were submitted to the Nuclear Energy Corporation of South Africa (NECSA) and the Australian Nuclear Science and Technology Organisation (ANSTO) for radiological analysis indicated elevated levels of radium. The elevated levels of radium were attributed to the testwork procedure followed in which the radium bearing stream was contacted with barium sulphate for a period of only 60 minutes. The Hydrometallurgical Plant design is based on residence time of 24hrs. The material that was out of specification was re-dissolved in acid and then processed in to different ways; contacted with barium sulphate for a period of 24hrs and processed through a barium sulphate impregnated resin. The results to date indicate that with these changes to the process flow, the radium removal will result in a product within specifications Ion Exchange Polishing Testwork was undertaken to select the optimal resin for use in the two ion exchange (IX) polishing steps. lx achieved a >99% copper and uranium rejection from the feed. The results showed that IX can be used successfully for copper and uranium removal from the REE solution Actinium and Lanthanum Removal Samples of the carbonate product were submitted to NECSA and ANSTO for radiological analysis and the results indicated elevated levels of actinium. Actinium (Ac) has chemistry very similar to lanthanum which means that the process employed to concentrate the lanthanum will also concentrate the actinium. Based on the results from NECSA and the reported high concentration of Ac in the product, it was decided to evaluate process options for rejecting Ac and La from the TREE. A number of methods of rejecting La/Ac from the TREE are available such as, solvent extraction (SX), IX and precipitation techniques. Hydroxide precipitation method was tested together with the IX systems, the latter of which did not prove successful in the La/Ac removal. The SX system is a proven technique. The TREE carbonate produced during the mini-pilot plant campaign was re-dissolved in hydrochloric acid and an S-curve created to determine the optimum ph for rejecting La from the other REEs. The S-curve showed that at a certain ph it is possible to separate 87% of the lanthanum/actinium from the REEs. In order to maximise the recovery of remaining REEs, staged precipitation will be utilised whereby La-reduced REE hydroxide is precipitated followed by solid liquid separation. The residual REE in the barren solution of the first step will be recovered by increasing the test ph. About 28% of the La reports into the second step precipitate with the 12% of the remaining REEs. The precipitate will be recycled in the leaching circuit a third time to produce a La barren solution and a La precipitate REE Carbonate Precipitation The carbonate precipitation step for the caustic crack route was based on a rare earth chloride solution from the impurity removal steps, which was used as the feed for the TREE carbonate precipitation process. The testwork provided an optimal ph and the grade of the precipitate was 62.5% TREE with Al and S being the major impurities.

114 June The carbonate precipitation step for the acid crack route was tested in the mini-pilot plant testwork and the results were similar to those obtained for the caustic crack route, although the remaining impurities were at lower concentrations in the acid derived concentrate Impurity Removal from Double Salt Precipitate Mother Liquor The purpose of the testwork was to reject base metals and thorium from the HREEs solution by using precipitation. Two impurity rejection flow sheets were tested with the objective of determining the optimum ph range for rejecting impurities from the HREE sulphate solution at minimal TREE loss. Thirteen individual tests were conducted and over 85% of the Al, Th, Fe and S were effectively precipitated from the solution with minimal loss of HREEs (<6%) at optimal ph. Specifically, 99% iron and thorium and 100% phosphorus were rejected while 84% of the copper remained in solution. The TREO loss was 24%. Copper sulphide was precipitated from the impurity reject stage solution described above by the addition of dry sodium hydrogen sulphide (NaHS). The copper sulphide precipitate was produced at a recovery rate of 92% for a 49,7% Cu grade and a TREE loss of 2% Bench Scale Filtration and Solid/Liquid Testwork The filtration and solid/liquid testwork was undertaken for both the beneficiation and hydrometallurgical streams. The fines thickener feed slurry, generated from the historic TSF material and tap water, was classified as naturally coagulated and in a receptive state for flocculation. No further slurry conditioning was required. The results of the static sedimentation tests showed that the material flocculated and settled well with good overflow clarity and good mud bed compaction under static raked conditions. The results of the dynamic thickening tests showed that the thickening behaviour of the material is sensitive to high rise rate conditions. The overflow clarity and underflow solids concentration are negatively affected when the rise rate exceeds 4m/h. Good mud bed compaction in the order of 60%m was achieved at optimum solids flux rate conditions. The settling and filtration testwork was conducted on the mineralised monazite vein material before milling, as a pre-leach feed; and on the caustic crack product. The testwork indicated that the optimal pre-hydrometallurgical equipment is thickeners, while post the hydrometallurgical section, centrifuges and pressure filters are preferable as the solid/liquid separation equipment Mini-Pilot Plant Testwork Mini-pilot plant testwork was undertaken both at Mintek, South Africa and SRC in Canada. The process flow design for the mini-pilot plant is presented in Figure 26 and the results of the testwork are summarised in Table 22.

115 June Table 22 : Summary of the Mini-Pilot Plant Testwork (Source : GWMG 2014) TYPE OF TESTWORK TESTWORK SCOPE AND SAMPLES COMMENTS RESULTS Beneficiation Section of the Mini-pilot Plant 500kg sample of mineralised monazite vein material and a 500kg sample of waste delivered Crushing and screening to Mintek resulting in a 50% dilution and a head grade of 13.2% TREO Approximately 80% by mass reports to the DMS DMS cyclone Screening and magnetic separation (waste rejection from -1mm size fraction) Addition of a screen and a magnetic separation phase Sample crushed to -12mm using jaw crusher and wet 1mm screen. -1mm fines fraction bypassed the DMS 360mm DMS cyclone used High intensity magnetic separation (HIMS) was able to produce a discardable non-magnetic fraction in the size range of 1mm to 212µm. DMS sinks and product from the HIMS individually milled to 90% passing 45µm. Both feeds were slurried in water Milling and magnetite rejection to 28% solids and were fed to the mini-pilot LIMS to remove magnetite Overall mass recovery after physical separation of 50.8% RoM, containing 25.5% TREE with overall TREE recovery of 98.4% Hydrometallurgical Section of the Mini-pilot Plant Acid bake and water leach - acid cracking TREE double salt precipitation LREE recovery stream HREE recovery stream Samples comprised homogenised DMS concentrate and fine fractions Two mini-pilot plant test runs undertaken Comprises the following : conversion from double sulphate to REE hydroxide Drying of the TREE hydroxide residue Selective TREE leaching in HCl Radium removal Ion exchange polishing - thorium and base metals removal REE carbonate precipitation Actinium and lanthanum removal Impurity rejection (Al, Th, Fe, Cu) from the HREE stream Pilot plant feed 25.5% TREE (approximately 30% TREO) with 3% Th grade Optimum conditions selected from the bench scale testwork. Both LREE and HREE streams developed as summarised below REENa(SO 4) 2 double salt from the previous stage converted to REE hydroxides by the addition of sodium hydroxide (NaOH) with sodium sulphate as a by-product Drying converts Ce 3+ to Ce 4+ which is less soluble in HCl compared to the other REEs TREE hydroxides converted to a REO chloride solution without Ce BaCl 2 and H 2SO 4 additions to the leach liquor causes radium precipitation Uranium, thorium and base metals removal from the above filtrate REE carbonate excluding Ce Actinium is a radioactive element with very similar chemical properties to lanthanum. Actinium is deleterious from a toll-treatment perspective and must be removed Two flow sheets fully tested. Flowsheet 1 - in which all impurities precipitated in one step and Flowsheet 2 was a two stage precipitation process. Third flowsheet partially tested Flowsheet 3 - low P tenor solution 20% by mass of both mineralised material and waste report to -1mm and by-passed the DMS cyclone. 54% waste rejection with 0.56% TREE loss. Very high rejection of Si (82%), Al (77%) and K (87%) were achieved 35% of the -1mm +212µm fraction was rejected with an overall loss of TREE of 1.1%. The inclusion of this magnetic separation circuit on the fines fraction has demonstrated a capacity to supplement the DMS as a method of waste rejection Magnetic separation tests showed a final magnetic fraction of 6.8% of the LIMS feed which contained 3.8% TREE and 52.6% Fe. The TREE loss to this fraction, based on LIMS feed was 1.1%. Two acid additions at 1.6kg/t and 1.8kg/t were used at bake temperature of 280 C for 3 hours. The baked solids were then water leached in order to dissolve the TREE sulphates. The optimum pulp density was 40% (m/m). TREE recovery was 99%, with 95% Th recovery Recovery for TREE into the precipitate averaged 95.8%. Recovery of HREE into precipitate 32.6% for Run 1 and 44.5% for Run 2. Between 45% and 56% of the Th reported to the precipitate TREE content of the concentrate upgraded to 59% with a mass loss of 48% TREE hydroxide concentrate can be selectively leached excluding Ce and Th. TREE leach efficiency 94% (excluding Ce) with only 6% Ce reporting to the leach liquor Radium, some Th and P are precipitated in this step. 98% efficiency of radium removal Two different resins used for impurity removal, one for U and Th removal and another for base metals. Th extraction was >99% REE recovery to precipitate was >99% with 16% Ca and 77% Al in the precipitate The potential to remove La by hydroxide precipitation was tested. TREE carbonate was dissolved in HCl and at a specific ph by the addition of lime, a La-reduced TREE hydroxide precipitate is obtained Flowsheet 1-99% of the Al, Th and Fe rejected but 95% of the Cu and Y was also precipitated. Flowsheet 2 - Th and P rejected at low ph and the remainder of the impurities rejected in a separate stage. Flowsheet 3 - Reduction of temperature and dilution of P tenor in the concentrate solution will improve impurity rejection Cu precipitation Aim was to precipitate Cu sulphide from the TREE conc Cu content in the precipitate 50% by mass TREE carbonate precipitation TREE precipitated by addition of sodium carbonate

116 MINI-PILOT PLANT PROCESS FLOW Metallurgical Section RoM Feed Hydrometallurgical Section - Acid Bake from Metallurgical Section Hydrometallurgical Section - Light REE * ** Hydrometallurgical Section - Heavy REE Crushing <12mm <12mm Screening 1mm <12mm >1mm DMS s.g. =2.90 Acid Bake Double Salt Conversion NaOH Th, Fe and Al Precipitation Lime Non Magnetics To Hydrometallurgical Plant (Acid Bake) Low Intensity Magnetic Separation <1mm Screening 212micron <1mm >212micron Low Intensity Magnetic Separation Non Magnetics High Intensity Magnetic Separation <212micron Magnetics Magnetics Magnetics to Waste Milling <45micron Sinks and Generated Fines Crushing -1.7mm Floats To Heavy REE Circuit ** H2O Leach L REE Double Salt Precipitation L S S To Light REE Circuit * Acid Residue Na2SO4 Storage Drying L Ra Removal L S Th and U Rejection by IX Base Metal Rejection by IX L S L Selective HCl Leach S REE Carbonate Precipitation S Th and Ce Storage Radioactive Precipitate Elution Elution Storage Drums Light REE Carbonate Product L S Cu and Base Metal Precipitation L S Heavy REE Carbonate Precipitation Heavy REE Carbonate Product Solid Waste Cu and Base Metal Solid Waste Steenkampskraal Project Source: ULS Mineral Resource Projects 2014 VMD1445_GWMGSteenkampskraal_2014 Figure 26

117 June Mini-Pilot Plant Testwork Conclusions Variability Testwork The consolidated results for the metallurgical section of the mini-pilot plant process flow show that:- the head grade of the RoM sample (including 50% waste dilution) is 13.2% TREE; crushing to -12mm using a jaw crusher produced close to 20% -1mm fines that by-passed the DMS cyclone; the DMS cyclone rejected 42.1% of RoM as a discardable waste containing 0.1% TREE and 27.9% Si. The TREE loss to the DMS floats was 0.4%; the HIMS rejected 3.4% of RoM material as a discardable waste containing 0.6% TREE and 34.0% Si. The TREE loss to HIMS non-magnetic fraction was 0.2%; after milling, the magnetite removal stage rejected 3.7% of RoM material as a discardable waste containing 3.8% TREE and 52.6% Fe. The TREE loss to magnetics was 1.1%; and the overall mass recovery after the physical separation processes was 50.8% of RoM containing 25.5% TREE. The overall recovery of TREE was 98.4%. The hydrometallurgical testwork provided the information required to select the optimum conditions for the acid bake and the hydrometallurgical flowsheet is sub-divided into two streams, namely a LREE and a HREE stream. The split between the two streams occurs after the double salt precipitation unit operation. Greater than 99% of the LREE report into this stream together with 30% of the HREE. The remainder of the HREE deports into the HREE stream. The thorium deports equally into both streams and the majority of the impurities (Al, Si, P, Fe) deport into the HREE stream. Appropriate removal circuits have been designed to cater for the impurity removal on the HREE and a specific actinium removal circuit has been included in the LREE stream. The total TREE recovery over the carbonate precipitate step was greater than 99.5% and the grade of TREE in the precipitate was 55%. The major impurities in the REE precipitate in relation to the specifications of the toll-treatment facility were Ca (5,413mg/kg), S (1,592mg/kg) and Al (894mg/kg). The Th and U grades in the precipitate were below the analytical detection limit of 4mg/kg each. The content of P and Cl in the residues was also below the detection limit; less than 29mg/kg and 25mg/kg, respectively. The carbonate grade in the precipitate was 27% which accords with a loss-on-ignition of 33% when assuming that the balance is waters of hydration. NI Item (c) Two sets of variability samples, totalling 15 individual samples, were processed through a heavy liquid separation (HLS) unit as part of the testwork programme. The high density concentrate was subsequently subjected to acid cracking. The first sample set aimed at capturing the various sub-sets of mineralised material and the second set aimed at demonstrating the geographical spread of the mineralised material. The geographic spread samples which underwent heavy liquid separation ranged from high head grade (49.6 %TREO) to low head grade (1.8 %TREO) grades and the TREO recoveries were all above 98.1 %TREO except for a single low grade sample which returned a recovery of 57 %TREO. The results indicated that:- DMS is an extremely reliable method of upgrading all the mineralised material to higher grade with minimal TREO loss. Only two problematic issues could be encountered:- o o areas with high magnetite result in a lower grade in the DMS concentrate; and areas with a high allanite content should be run at a slightly lower DMS cut-point;

118 June the acid crack TREO% recoveries are sensitive to the following two issues: o o the higher the TREO grade the more acid required; and the anticipated acid consumers in the RoM will have to be considered when deciding on the acid dosage to the Hydrometallurgical Plant at any particular time. The variability testwork indicated that the process flowsheet selected is robust enough to cater for the RoM derived from the entire deposit and provides confidence in the selected flowsheet Process Plant Recovery Estimate NI Item 13 (b) The recoveries estimated for the various unit processes are presented in Table 23:- Table 23 : Process Flow Unit Recovery Estimates PROCESS STAGE PROCESS STAGE RECOVERIES COMMENTS AND SOURCE OF RECOVERY NUMBERS DMS and Magnetic Separation Acid Cracking (baking) and cold water leach Double Salt Precipitation Double salt Conversion Selective REE HCL dissolution with Ce rejection Laboratory testwork Mini-Pilot Plant testwork Mass Balance used for process design 99.2% 98.4% 98.4% 99% 99% 95.6% 95% 97% 96.9% 100% 100% 99.5% 68%(TREO including Ce) and 99.7% (Excluding Ce) 52% (TREO including Ce) and 94% (Excluding Ce) 50.4% (TREO including Ce) and 93.6% (TREO Excluding Ce) Radium Removal 100% 100% 99.3% IX BM and Th polishing Stage 100% 100% 99.5% LRE carbonate Precipitation 100% 100% 99.5% Ce and Th HCl leach 100% 99.0% Th selective precipitation LREE carbonate precipitation HREE stream Th, Fe, Al and Si precipitation HREE Stream Sulphide precipitation HREE Carbonate Precipitation 96% 93% 94% (TREO including Ce) 99.0% 76% 76.2% Front End in the Mintek Pilot plant run with 1,000 kg throughput gave an overall recovery to hydromet of 98.4%. At SRC in Canada, a similar pilot plant configuration gave an overall REE recovery of 99.2%. The Mintek pilot figure of 98.4% was found acceptable during mass balance normalisation Pilot plant run 2 and other lab testwork have consistently given a recovery of 99% at an acid dosage of 1.6ton/ton dry ore feed. 95.6% has been used for plant design because some recoveries on some variability samples have been lower due to higher than normal RE content and other acid consumers such as Th, P, Fe and Cu at the same acid dosage Laboratory tests gave recoveries of 95% on solutions generated during water dissolution at 20% solids. The last two mini pilot runs gave recoveries of 97% and 95% on solutions generated from water dissolutions at 40% solids Lab tests and Two mini pilot tests gave 100% recovery. 99.5% was found acceptable during mass balance normalisation One lab test gave 68 % (TREO recovery including Ce) and 99.7% recovery (excluding Ce). Another lab test gave 57% (TREO recovery including Ce and 99.5% recovery (excluding Ce with 8% Ce co-dissolution. From the mini pilot plant test a recovery of 52% TREO (including Ce) and 94% TREO (excl. Ce) with deliberate Ce rejection. Almost 100% Ce remained unleached in the solids together with Th for pilot work. The lab TREE recovery was higher because of 30% Ce co-dissolution. For mass balance normalisation, 50.4 % TREO and 93.6% TREO (without Ce) are the recoveries found acceptable. Two mini pilot plant tests both incurred zero REE loss. A loss of 0.7% has been used in the plant design so as to normalize the mass balance. Both lab and mini pilot IX gave no RE loss. 99.5% has been used for mass balance normalisation Lab and Mini pilot test incurred no RE loss. A conservative 99.5% has been used to normalise the mass balance. A mini pilot leach run gave no RE loss. Further, after the leach, Th selective precipitation starts without S/L separation. 99% was used during process design mass balance normalisation Lab test gave 96.2% TREO recovery while a mini pilot leach run gave 7%TREO loss, a major component of this being Ce. 94% recovery was acceptable during Process design mass balance normalisation. For lab test, 5% TREE loss was incurred for 100% Th rejection. Mini pilot LRE carbonate precipitation has given no loss. 99% was found to be acceptable during the mass balance normalisation for this process step Lab test gave a loss of 24% TREO at a ph of 4.7, a major component being yttrium. A recovery of 76.2% was seen to be acceptable during the mass balance normalisation 98% 98.0% Lab test incurred a stage loss of 2% TREO. Same loss was arrived at during mass balance normalisation Mini pilot LRE RE carbonate precipitation has given no loss. 99% was 99.0% found to be acceptable during the mass balance normalisation for this process step The overall plant recovery as determined by the various testwork campaigns is provided in Table 45 and summarised below:- saleable REO recovery (excluding La and Ce) prior to toll-treatment is 85%;

119 June saleable REO recovery after toll treatment is 83%; and overall combined recovery of process and toll treatment is 83% Conclusions for Mineral Processing and Metallurgical Testwork NI Item 13 (c), (d) The various metallurgical testwork programmes provided the information required to define a process flow sheet and the required design parameters for the plant engineering design. The testwork results provided crucial data from which the engineering required for the capital and operational cost estimates could be undertaken at a 15% or better accuracy level for all of the proposed Steenkampskraal Process Plant circuits, except for the actinium/lanthanum removal circuit which was estimated as a stand-alone circuit with a cost accuracy of approximately 25%. The testwork and resultant data further provided comfort that the objective of the process plant to produce a REO concentrate can be achieved and that impurities could be satisfactorily removed so that a final product can be produced within the toll-treater s specifications. The metallurgical testwork campaigns have been conducted on samples, that are to the extent known, representative of the styles of mineralisation and the mineral deposit as a whole (see Section 12.1 and Section 12.7). Additional process optimisation testwork could be conducted with regards the double salt precipitation process. 13. Mineral Resource Estimates NI Item 14 Several previous Mineral Resource estimates have been independently undertaken and reported by Snowden for the project as follows:- Snowden report titled Resource Estimate and Technical Report on the Steenkampskraal Monazite Property in the Western Cape Province, South Africa, dated effective 18 May 2012 and filed by GWMG on the System for Electronic Document Analysis and Retrieval (SEDAR) on 31 May 2012; a further Mineral Resource estimate was completed dated effective 15 December 2012 titled Technical Report and Mineral Resource Estimate: Steenkampskraal Rare Earth Element Project, South Africa and filed by GWMG on SEDAR dated 7 March 2013; and a PEA report was completed dated effective 15 December 2012 titled Great Western Minerals Group Ltd. and Rare Earth Extraction Co. Limited: Preliminary Economic Assessment - Steenkampskraal Project and filed by GWMG on SEDAR on 1 May The previous Mineral Resource estimates for the Steenkampskraal Project have been superseded by a Mineral Resource estimate completed by Snowden in October The Mineral Resource was reported in a Technical Report published by Snowden dated effective 31 October 2013, entitled Technical Report and Mineral Resource Estimate (Project No 4224_J2170) and filed on SEDAR in December The Mineral Resource estimate from this report is referred to in this ITR as the October 2013 Mineral Resource estimate and forms the basis of the Steenkampskraal Feasibility Study. The Mineral Resource estimate was undertaken by Qualified Person Mr I Jones, a signatory to this ITR and author of this section of the ITR Issues that Materially Affect the Mineral Resource Statement NI Item 14 (d) The author of this section, Mr Ivor Jones is unaware of any issues that materially affect the Mineral Resource in a detrimental sense.

120 June Database and Data Preparation The database used for the geological modelling was derived from the August 2013 exploration database (GWMG.accdb) supplied by GWMG. The database included drilling information, thickness measurements, lithological descriptions, density measurements, scintillometer readings, and assay results where available for all exploration data as summarised below:- the assay results of the 100 underground channel samples; 192 exploration drillholes (STKEXP-001 to STKEXP-192) from exploration phases 2 to 5 (see Table 18) which included 87 additional drillholes completed subsequent to the previously published 2012 Mineral Resource estimate; and data from the 2011 evaluation drilling campaign which included 40 diamond and metallurgical drillholes. The 31 historic Anglo American drillholes were excluded from the database used for the modelling. A number of the drillholes (73) failed to intersect the mineralised monazite vein either as a consequence of step-out drilling aimed at expansion of the mineralisation boundaries or as a result of local pinch-andswell characteristics of the vein. The location of the negative intersections was used to constrain the distribution of the mineralised monazite vein in the three dimensional (3D) geological model. The exploration database was checked and verified by Snowden as summarised in Section 11. Data preparation prior to geological modelling and resource estimation was undertaken in Microsoft Excel and Datamine Studio 3 and included:- appending various columns from one table to another for example appending the drillhole type field to the assay table for constraining purposes; creating the column STRAT in the sampling table to code intervals based on their location in the lithological sequence; removing all assay data columns which are at lower or upper detection limits; amalgamation of the Cu and Ag assay fields into a single assay field so that the most appropriate assay was recorded in the single field. No instances of multiple analytical methods for a single sample occurred; conversion of REEs to REOs using the conversion factors in Table 2. Note that P 2O 5 was also converted to P in this process; and creation of LREO and HREO columns and summation of the appropriate elements for each column Geological and Mineralisation Domains NI Item 14 (a) The target mineralised monazite vein strikes eastwest across the Steenkampskraal Project and is spatially associated with other granitoid members of the Steenkampskraal intrusive suite. The vein outcrops on the northern exposure of the Steenkampskraal Koppie and morphologically is a thin lenticular body, with an average thickness of 0.6m, a surface strike length of approximately 400m and a total known sub-surface strike length of 1,200m. In vertical section, the vein appears as a step-like intrusion with dips varying from almost horizontal to 70 as the horizon steps downwards in a southerly direction. The vein undulates and boudinages resulting in variable true thicknesses which range from 0.02m to in excess of 10m. The mineralised monazite vein intrusion is both laterally and vertically continuous however it has been disrupted by fault structures of varying orientation with displacements of up to 20m. The structural geological framework is such that potential mineralisation could exist beyond the known east and west bounding faults, having been displaced by tectonic events. The TREO+Y 2O 3 grades vary from 0.40% to 46% and are typically dependant on the quantity of diluting minerals within the mineralised monazite vein and while differing mineralisation styles are recognised, they were not differentiated for the purposes of the geological model.

121 June The structural interpretation was based on a detailed structural study of Steenkampskraal Project by Dr I Basson of TECT Consulting. The structural model was a synthesis of information including regional tectonic history, regional geological and geophysical surveys, satellite image interpretation of lineaments, project specific airborne magnetic and radiometric data, surface foliation measurements and underground structural measurements. A total of 12 individual fault 3D wireframes were provided to Snowden and incorporated into the geological model as shown in Figure 27. The fault designations, chronology and structural characteristics of these structural domains are summarised in Table 24. Table 24 : Major Faulting and Fault Chronology in Geological Model CHRONOLGY FAULT NAME IN MODEL INTERSECTION TYPE INTERSECTING FAULT MODELLED SENSE DISPLACE- MENT (m) COMMENT 1 TECT TECT03 3 TECT33 4 TECT07 5 TECT08 6 TECT29 7 TECT18_3LEVEL 8 TECT09 9 TECT16_35 10 TECT17 11 TECT19 12 FAULT2_EXT1 Source : Snowden 2013 Terminates against Terminates against Crosses over.. Crosses over.. Terminates against Terminates against Terminates against Terminates against Terminates against Terminates against Crosses over.. Crosses over.. Crosses over.. Terminates against Terminates against Crosses over.. Terminates against Terminates against Terminates against Crosses over.. Terminates against Terminates against Crosses over.. Terminates against Terminates against TECT32 TECT32 TECT03 TECT33 TECT32 TECT32 TECT33 TECT32 TECT03 TECT08 TECT03 TECT07 TECT33 TECT32 TECT18_3LEVEL TECT33 TECT09 TECT09 TECT03 TECT33 TECT03 TECT18_3LEVEL FAULT TECT33 TECT09 TECT16_35 Downthrown to the southeast Downthrown to the east Downthrown to the east Downthrown to the southwest Downthrown to the east Downthrown to the southwest Minor >20 <20 Minor Minor <20 Minor <20 Possibly late-kinematic (or latedeformation event) Riedel shears synthetic to NS trending shears and/or splays off these; minor normal displacement with a component of dextral movement inferred during Nama extension Originally NS trending dextral shear; reactivated during Nama extension with a probable downthrow to the east Original fabric parallel to NS trending dextral shear; reactivated during Nama extension with a probable downthrow to the East; does not appear to be laterally extensive along-strike Possibly late-kinematic (or latedeformation event) Riedel shears synthetic to NS trending shears and/or splays off these; minor normal displacement with a component of dextral movement inferred during Nama extension Original fabric parallel to NS trending dextral shear; reactivated during Nama extension with a probable downthrow to the East; does not appear to be laterally extensive along-strike Possibly late-kinematic (or latedeformation event) Riedel shears synthetic to NS trending shears and/or splays off these; minor normal displacement with a component of dextral movement inferred during Nama extension

122 Steenkampskraal Project Figure 27 STRUCTURAL FAULT MODEL AND LITHO-STRUCTURAL DOMAINS FOR THE STEENKAMPSKRAAL PROJECT GEOLOGICAL AND STRUCTURAL DOMAINS IN THE STEENKAMPSKRAAL PROJECT MODEL Hangingwall Mineralisation (MZ13 and MZ14) STRUCTURAL FAULT MODEL FOR THE STEENKAMPSKRAAL PROJECT GEOLOGICAL AND STRUCTURAL DOMAINS IN THE STEENKAMPSKRAAL PROJECT MODEL Domain 1 Domain 2 Domain 3 Domain 4 Domain 5 Domain 6 Source: Snowden 2014 VMD1445_GWMGSteenkampskraal_2014

123 June In order to create the wireframe geological model all the valid channel and diamond drillhole samples and thickness measurements logged as Lode were given the following codes:- a code of 1 applied to all valid channel samples and drillhole data; the Eastern Extension mineralised monazite vein hanging wall mineralisation was given a code 2; the drillholes that could not be modelled due to their discontinuous nature were given a code of 3; the remainder of the data was given a code of 0; and drillholes that failed to intersect mineralisation were given a false entry of 1cm for the mineralisation width in order to ensure the wireframe model pinched out where there was no mineralisation. The prepared data was imported into Leapfrog Geo software and its proprietary process of Vein Modelling was utilised. A 3-D wireframe was then created around the sample points coded as Lode using a nominal triangle size of 5m. Litho-structural domains were defined as illustrated in Figure 27 and imported into Datamine for validation and further modelling Assumptions and Parameters NI Item 14 (a) Compositing of Sample Intervals A comparison between a composite of the total mineralised intersection grade and thickness showed no significant correlation between the grade and thickness. Estimation using the accumulation technique was therefore not considered appropriate. Snowden opted to composite data to the most common sample length, which is 0.5m (50 cm) using the Datamine compositing function COMPDH. The MODE parameter in the Datamine compositing procedure was set to 1 which forced all samples to be included in one of the composites by adjusting the composite length, while keeping the length as close as possible to the desired 0.5m sample length, permitting all of the sample length to be used in the composite and subsequently in the estimation Statistical Analysis of the Composited Data The assay data used in the resource estimation comprised the individual REOs, which consisted of LREO and HREO compounds which were combined to form TREO. In addition, Y 2O 3, ThO 2, UO 2, Au, Ag, Cu and P were also included in the data for estimation. The LREOs, HREOs, and TREOs were recorded as percentage mass while individual LREO analyses and HREO analyses were recorded in parts per million (ppm). The composite sample statistics as summarised in Table 25, indicate that the coefficient of variation (CV) is very similar for the individual REOs and is below CV=1. Table 25 : Statistical Summary of Composited Data within the Mineralised Monazite Vein ANALYSED ELEMENT CONVERTED TO OXIDE NUMBER OF SAMPLES MINIUMUM (ppm) MAXIMUM (ppm) MEAN (ppm) VARIANCE FROM THE MEAN STANDARD DEVIATION COEFFICIENT OF VARIATION La 2O ,201 35, E+08 24, CeO ,426 76, E+09 53, Pr 6O ,255 8, E+07 5, Nd 2O ,217 30, E+08 21, Sm 2O ,876 4, E+07 3, Eu 2O , Gd 2O ,913 3, E+04 2, Tb 4O , , Dy 2O ,523 1, E+04 1, Ho 2O , Er 2O , ,

124 June ANALYSED ELEMENT CONVERTED TO OXIDE NUMBER OF SAMPLES MINIUMUM (ppm) MAXIMUM (ppm) MEAN (ppm) VARIANCE FROM THE MEAN STANDARD DEVIATION COEFFICIENT OF VARIATION Tm 2O Yb 2O , Lu 2O Y 2O ,289 6, E+08 4, ThO ,187 23, E+08 16, UO , , TREO% LREO% HREO% Au ppb , , Ag ppm Cu % P % Source : Snowden Density Measurement Distribution Density data for the modelling exercise was available from 125 drillholes and as illustrated in Figure 28, the dataset provides reasonable coverage across the model. A histogram of density values shows that density ranges from 2.54g/cm 3 to 5.51g/cm 3 which is primarily a function of the relative proportions of monazite to gangue material and sulphides. The relationship is further emphasised by the strong correlation between TREO% and density, which appears to be a function of the purity of the monazite mineralisation in any given sample Declustering and Treatment of Extreme Values Variography Cell weighted declustering analysis was performed on the composited samples to investigate if any bias of the mean TREO% exists as a result of high grade clustering. The analysis examined cell sizes ranging from 5mX (5m in the X direction) by 5mY (5m in the Y direction) to a maximum cell size of 100mX by 100mY with the Z direction size a constant 5m for consistency, where, where X is the eastern direction, Y is the northern direction and Z is the vertical. The declustering analysis showed that the mean appears to be affected by high grade clustering, with an un-clustered mean of %TREO compared to de-clustered mean of %TREO. A cell block size of 65mX by 55mY was considered optimal for declustering. Histograms of the REO assay data showed the presence of some higher values for Ce, Nd, Dy and Y (Table 25) but Snowden did not consider these grades as outliers or extreme values that would create a significant issue during grade estimation such as smearing of the higher grade values. Higher grade samples with grades of >35 %TREO are sufficiently supported by surrounding samples to limit grade smoothing effects. A bivariate statistical analysis was performed prior to variogram analysis to assess if any statistical relationship exists between key variables. The expected strong correlation of LREO and HREO with TREO was clearly demonstrated. A strong correlation exists between P and relative density with TREO+Y 2O 3. A slight correlation exists between Cu and Ag and essentially no correlation exists between Cu and Au or Au and Ag. Variograms were generated for each of the REOs, as well as Y 2O 3, ThO 2, UO 2 and relative density, in the mineralised unit using the composite assay data. The variograms were prepared in order to assess grade continuity and as inputs for the ordinary kriging grade estimation process. Two structured directional variograms were modelled using an exponential variogram model for Structure 1 and a spherical model for Structure 2, as summarised in Table 26. Down-hole variograms were calculated and modelled to determine the nugget variance. All variograms were modelled on normal scores transformed data and back-transformed prior to use in grade estimation (Table 26).

125 Steenkampskraal Project Figure 28 DENSITY MEASUREMENT AND GRADE DISTRIBUTION DISTRIBUTION OF DENSITY MEASUREMENTS IN THE LITHOSTRUCTURAL DOMAINS -3,428,500N Absent >3.0 0 Scale 200m -35,500E -35,000E HISTOGRAM OF DENSITY VALUES Frequency (% of 423 points) Points: Mean: Std Dev: Variance: CV: Skewness: Kurtosis: Geom Mean: Long-Est Mean: Maximum: 75%: 50% (median): 25%: Minimum: Density (g/cm ) HISTOGRAM OF TREO% DISTRIBUTION IN COMPOSITED SAMPLES Weighted Frequency (% of 589.0) Points: Weights: Mean: Std Dev: Variance: CV: Skewness: Kurtosis: Geom Mean: Long-Est Mean: Maximum: 75%: 50% (median): 25%: Minimum: (TREO_PCT_DeclWght) TREO_PCT Source: Snowden 2013 VMD1445_GWMGSteenkampskraal_2014

126 June Table 26 : Back Transformed Variogram Models GRADE ORIENTATION NUGGET STRUCTURE 1 STRUCTURE 2 SILL RANGE SILL RANGE La 2O CeO Pr 6O Nd 2O Sm 2O Eu 2O Gd 2O Tb 4O Dy 2O Ho 2O Er 2O Tm 2O Yb 2O Lu 2O Y 2O ThO UO Au Ag Cu P Density

127 June GRADE ORIENTATION NUGGET STRUCTURE 1 STRUCTURE 2 SILL RANGE SILL RANGE TREO% Source : Snowden 2013 The data occurring within the mineralised monazite vein wireframes was combined for the 14 lithostructural domains to generate variograms that could be modelled. The nugget effect, determined from the down-hole variogram, was 8% to 9% of the total variance of the data for all the REOs. All the variograms were generated in the same orientations to maintain the good correlation observed between the various oxides. The variograms for all REOs showed well developed structure and long ranges of 200m along strike (Figure 29) Estimation Methodology Kriging Neighbourhood Analysis A kriging neighbourhood analysis was performed using proprietary Snowden Supervisor (version 8) software to assess kriging efficiencies and the slope of regression at various block sizes, numbers of informing samples and search ellipse sizes. The analysis interrogated a well-informed sample location, a reasonably informed sample location, and a poorly informed sample location and confirmed that a block size of 10mX x 10mY x 0.5mZ is appropriate for the estimation. Based on the kriging efficiency and slope of regression values, minimum and maximum samples of 10 and 25 respectively and a maximum search ellipse of 150mX x 150mY x 50mZ were considered appropriate search parameters Block Model, Grade Interpolation and Boundary Conditions The interior of the mineralised wireframe was filled with blocks with parent cell dimensions of 10mX x 10mY x 0.5mZ using Datamine Studio Version 3 software. Sub-celling was used where required for more detailed volume determination and the smallest dimension for subcells was 1.25mX x1.25y x 0.1mZ. No rotation was applied to the cells as the strike and dip of the monazite was satisfactorily represented through the small dimensions of the sub-cells. The major structural domains were used as estimation boundaries to honour observed fault displacement and to restrict estimation of grades across the major faults. While 14 lithostructural domains were interpreted from the combined structural model and geological interpretation, only six domains were used in the grade estimation as a result of data paucity, negligible displacement over the fault or consistency of data across minor boundaries. The REO, Y 2O 3, UO 2, ThO 2, TREO+Y 2O 3, density and %TREO values were estimated into each cell using the variogram models detailed in Table 26, the estimation parameters detailed in Table 27 and ordinary kriging:- Table 27 : Estimation Search Parameters SEARCH PASS NUMBER OF INFORMING SAMPLES SEARCH DIMENSION Minimum Maximum X Y Z Source : Snowden 2013

128 Steenkampskraal Project Figure 29 VARIOGRAMS FOR TREO% DOWNHOLE DIRECTION 1: -02-->090 Gamma (1.000) Gamma (1.000) Sample Separation (m) Sample Separation (m) DIRECTION 1: -02-->090 DIRECTION 1: -02-->090 Gamma (1.000) Pair Counts Gamma (1.000) Pair Counts Pair Counts Pair Counts Sample Separation (m) Sample Separation (m) Source: Snowden 2013 VMD1445_GWMGSteenkampskraal_2014

129 June Block Model Validation Snowden validated the Steenkampskraal Project mineral resource block model both statistically and visually. The final block model grade estimates were statistically compared with the grades of the input sample composites on a global scale which involved the entire estimate versus all input sample composites. They were also compared on the local scale grade which entailed examination of the grades in a specific area of the block model in the light of the input composites using moving window statistics. The statistical comparison showed that the grade estimates in the six estimation domains compared reasonably well to the drillhole data with percentage differences ranging between 0% and 15%. In instances where there was a 10% difference, a review of the clustering of the composites showed that the differences could be attributed to inadequacies of the declustering algorithms on the statistics of the composite data. It was Snowden s opinion that the statistical validation showed a good comparison between drillhole data and block model grades. An acceptable visual correspondence between the input composited sample grades and the estimated grades was evident for individual REO data. The visual validation shows a good comparison between drillhole data and block model grades TSF Mineral Resource Estimate In 2012, Snowden completed a Mineral Resource estimate of the historic surface TSFs which was reported with the 2012 Mineral Resource. Table 28 : Current Steenkmpskraal Project TSF Mineral Resource Estimates PERIOD TSF RESOURCE CATEGORY VOLUME (m 3 ) TONNES (t) GRADE (% TREO + Y 2O 3) Mid-2013 Postrelocation New Combined Indicated 31,269 46, TOTAL 31,269 46, Source : Snowden 2013 In mid-2013 the historic TSFs (total volume of 25,340m 3 ) were moved as part of the environmental rehabilitation campaign and a single New Combined TSF was created close to the anticipated Steenkampskraal Process Plant site. During the relocation of the two historic TSFs, the tailings were intermixed and diluted with contaminated soil and the New Combined TSF was capped with a layer of inert soil to minimise wind born dust contamination of the site. The berm was constructed from material sourced from the original historic TSFs together with contaminated soil. The resultant volume of the New Combined TSF, including the surrounding berm, increased to 31,269m 3 (Table 28). As a consequence of the rehabilitation it was no longer possible to attribute the grades of the 2012 TSF grade models to any discreet unit or portion of the New Combined TSF, nor could the previous Indicated and Inferred portions be separated. However, the average and diluted grade could be applied to the New Combined TSF as a whole (Table 13). The combined average grade of the historic TSFs was factored by 0.81 (0.81=25,340/31,269 being the ratio of volumes) so that the estimated average grade of the New Combined TSF is 7.19 %TREO+Y 2O 3. The assumption is that the density remains the same, so the metal content is preserved and the diluting material has no contained TREO. Should the density decrease, or GWMG is able to segregate tailings from waste, then the tonnage will decrease, and the grade will increase, but the estimated metal content will remain unchanged. The grades of the New Combined TSF were also validated by the assay of 20 grab samples, which, while recognising that grab samples are notoriously poor samples, do provide an indication that the grade of the mixed tailings as reported from these samples, is consistent with the expected grade of the New Combined TSF as per the Mineral Resource.

130 June Snowden elected to maintain the classification of the tailings resource as an Indicated Mineral Resource because it is impossible to separate out the very small portion of the 2012 Mineral Resource that was Inferred, the certainty that all of the tailings were relocated, the added dilution is added with a zero grade, the subsequent average grade is well above cut-off, and the dump must be processed as a part of the environmental clean-up (if the project proceeds to be a producing mine) Mineral Resource Classification Criteria The Mineral Resource classification definitions used for the Steenkampskraal Project were those published by CIM in its CIM Definition Standards 2010 document. For the purposes of this Mineral Resource, the classifications are consistent with those of the CIM Definition Standards 2014 document. Snowden based the 2013 mineral resource classification upon a number of criteria the most significant of which included the following:- Data quality several independent reviews of the drilling, sampling, logging, surveying and analytical procedures has provided confidence in the data included in the estimate; Data density: regions of the mineral resource area with the highest concentration of samples, primarily adjacent to channel sample sites and underground development, were considered for classification as a Measured Mineral Resource. Regions of the mineral deposit with consistent drillhole spacing of 25m were classified as an Indicated Mineral Resource and those areas with insufficient data for robust estimates were classified as an Inferred Mineral Resource; Geological confidence: the data is of sufficient quality for a reasonable level of confidence in the volume determinations. Underground exposure, mapping and sampling demonstrates good geological continuity and consistency with the drilling information. Areas with the highest confidence in the geological model are consistent with a Measured Mineral Resource and the lowest confidence, the Inferred Mineral resources category; Density determinations are sufficient for the purposes of tonnage estimation; Variography: directional variograms were generated for the grade variables estimated and were relatively easy to interpret / model Quality of the estimates the results of the trend plots showed that the estimates are a good local representation of the input grades, where enough assay points are available. The surface expression of the extent and classification of the October 2013 Mineral Resource estimate is presented in Figure Mineral Resource Report NI Item 14 (b) The October 2013 Mineral Resource reported at a cut-off grade of 1%TREO for the Steenkampskraal Project is summarised in Table 30. The 2013 Mineral Resource was reported by Snowden in several portions depending on the source of the resource, namely:- the resources for the historic mine area (the Mine Area) called the Central Historic Mine Area for the purposes of the Steenkampskraal Feasibility Study; resources adjacent to the Mine Area (the Exploration Area) called the Eastern and Western Extension for the feasibility study; and resources identified for the historic existing TSF material. The in situ resources for the Mine Area and Exploration Area have been combined in the following tables so as to simplify reporting and avoid confusion with the exploration projects from the Greater Steenkampskraal Project. The resource estimate results were defined at a 1% TREO cut-off, which represents a physical cut-off grade demarcating the sharp contact between host rock and mineralised monazite vein.

131 Steenkampskraal Project Figure 30 SURFACE EXPRESSION OF THE OCTOBER 2013 MINERAL RESOURCE ESTIMATE SURFACE EXPRESSION OF THE MINERAL RESOURCE CATEGORIES - SNOWDEN, 2013 CLASSIFICATION Measured Indicated Inferred -3,428,500mN TREO (%) < >25 0 Scale 100m -35,500mE -35,000mE -3,429,000-3,428,500-3,428,000-3,427,500-3,427,000 West Extension Historic Mine Workings Central Historic Mine Area East Extension Extent of 2013 Mineral Resource Estimate 0 Scale 500m -36,500-36,000-35,500-35,000-34,500-34,000 Source: Snowden 2013 VMD1445_GWMGSteenkampskraal_2014

132 June The grade/tonnage relationship does not vary significantly between cut-off grades of 1% to 7% TREO, as shown in Table 29, which provides comfort that the selection of cut-off grade for the Mineral Resource is not a critical factor in the representativeness of the estimate. Table 29 : Grade Tonnage Relationship at Various Cut-off Grades CUT-OFF GRADE TONNAGE (t) %TREO , , , , , , , , , , , , , , , , , , , , , Source : Snowden 2013 Note: this table excludes Y 2O 3 Table 30 : Summary Mineral Resource Estimate for Steenkampskraal Project October 2013 SOURCE OF THE MINERAL RESOURCE CLASSIFICATION CATEGORY RESOURCE TONNAGE (t) TREO+Y 2O 3 GRADE (%TREO+Y 2O 3) CONTAINED TREO+Y 2O 3 (t) In situ Mineral Resources Measured 85, ,600 Indicated 474, ,000 Inferred 60, ,300 Sub-total in situ Measured+Indicated 559, ,500 Total in situ Measured+Indicated 559, ,500 Historic TSF Indicated 46, ,300 TOTAL (in situ and TSF) Measured+Indicated 605, ,900 Source : Snowden 2013 (October Mineral Resource Estimate document) * Comprises Snowden s Mine Area and Exploration Area Mineral Resource estimate reported at 1% TREO cut-off grade Mineral Resources are reported inclusive of Mineral Reserves NI requires the statement that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability Mineral Reserves have been defined for the Steenkampskraal Project Apparent computational inconsistences due to rounding Tonnage rounded to nearest 1,000t and contained metal to three significant figures Mineral Resources reported with a minimum width of 20cm The contained metal tonnages and grades for the suite of lanthanide oxides with yttrium oxide is presented in Table 31:-

133 June Table 31 : Detailed Mineral Resource Estimate for the REO Suite plus Yttrium October 2013 RESOURCE CATEGORY RESOURCE TONNAGE (t) ITEM TREO + Y 2O 3 TREO Y 2O 3 LREO HREO CeO 2 Dy 2O 3 Eu 2O 3 Gd 2O 3 Ho 2O 3 In situ* Contained Measured 85,000 metal (t) 16,600 15, , , Grade (%) Contained Indicated 67,000 64,200 2,750 61,600 2,600 30, , ,000 metal (t) Total Grade (%) Contained Inferred Total 60,000 metal (t) 6,300 6, , , Grade (%) TSF Contained Indicated 46,000 metal (t) 3,330 3, , , Grade (%) Source : Snowden 2013 * Comprises Snowden s Mine Area and Exploration Area Mineral Resource estimate reported at 1% TREO cut-off grade Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability Mineral Reserves have been defined for the Steenkampskraal Project Apparent computational inconsistences due to rounding Tonnage rounded to nearest 1,000t and contained metal to three significant figures Mineral Resources are reported inclusive of Mineral Reserves Mineral Resources reported over widths of 20cm to 10m Table 32 : Detailed Mineral Resource Estimate for REO Suite - October 2013 RESOURCE CATEGORY RESOURCE TONNAGE (t) ITEM La 2O 3 Nd 2O 3 Pr 6O 11 Sm 2O 3 Tb 4O 7 Tm 2O 3 Yb 2O 3 Lu 2O 3 Er 2O 3 In situ Contained Measured 85,000 metal (t) 3,440 2, Grade (%) Contained Indicated 474,000 metal (t) 13,920 12,060 3,430 1, Grade (%) Contained Inferred Total 60,000 metal (t) 1,280 1, Grade (%) TSF Contained Indicated 46,000 metal (t) Grade (%) Source : Snowden 2013 * Comprises Snowden s Mine Area and Exploration Area Mineral Resource estimate reported at 1% TREO cut-off grade Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability Mineral Reserves have been defined for the Steenkampskraal Project Apparent computational inconsistences due to rounding Tonnage rounded to nearest 1,000t and contained metal to three significant figures Mineral Resources are reported inclusive of Mineral Reserves Mineral Resources reported over widths of 20cm to 10m Mineral Resource Estimate for Thorium and Uranium The main focus of the feasibility study resource estimation exercise was the definition of a TREO+Y 2O 3 Mineral Resource (compliant with NI requirements) for the mineralised monazite vein. It was proposed that this Mineral Resource would form the basis for the economic analysis of the Steenkampskraal Feasibility Study. However, an estimate of the thorium oxide (ThO 2) and uranium oxide (UO 2) contents of the deposit was also required, as the thorium and uranium oxides have to be removed from the concentrate, both from an environmental, regulatory and toll treatment perspective. Detailed estimates of tonnages and grades for both oxides were required for radiological storage planning purposes.

134 June The sampling and QA/QC procedures for the co-products thorium oxide and uranium oxide, were identical to those described in Section 8.1.8, as the analyses were undertaken on the same sample pulps. The analytical methodologies employed are described in Section The independent reviews of both sampling and QA/QC methodologies and data indicate that the rate of insertion of reference material, including blanks, CRMs and both field and laboratory duplicates is acceptable and sufficient for the type and style of mineralisation. The QA/QC data provides a high level of confidence in the analyses, and laboratory precision and accuracy can be demonstrated. The conclusion is that the assay results for the two coproducts fulfil the requirements and standards for estimation of a Mineral Resource reported in a manner compliant with NI The assay results for the two co=products formed part of the exploration database upon which Snowden constructed the structural, geological and Mineral Resource block models and the data preparation, estimation methodology and classification criteria used for the co-products are the same as those described in Section 13.1 through to Section Variograms were constructed for each co-product and were used in the grade estimation into each cell using search and the estimation parameters detailed in Table 26 and Table 27. The process flow has been specifically designed for the removal of ThO 2 and UO 2 and the capital and operating costs associated with the extraction are included in the estimates for the REOs. The current depressed demand for the thorium and uranium has resulted in a GWMG decision that neither oxide will be purified and sold and will therefore have to be accommodated in the underground radiological storage vault specifically designed for the purpose. The thorium and uranium oxide tonnages and volumes were estimated within the 1.0% TREO cut-off grade wireframes, which do not in any way reflect the economic cut-off grade of the individual co-product. The tonnages and volumes of the co-products are entirely based on the block model developed for the TREO+Y 2O 3 as this is the main resource that will be exploited. The mineral resource estimate for the co-products is presented in Table 33 and is based on the September and October 2013 reports provided by Snowden. Table 33 : Mineral Resource Estimate for Thorium and Uranium - October 2013 SOURCE OF MINERAL RESOURCE In situ Mineral Resources CLASSIFICATION CATEGORY GLOBAL RESOURCE TONNAGE (t) ThO 2 GRADE (%ThO 2) CONTAINED ThO 2 (t) UO 2 GRADE (%UO 2) CONTAINED UO 2 (t) Measured 85, , Indicated 474, , Inferred 60, Sub-total in situ Measured+Indicated 559, , Total in situ Measured+Indicated 559, , Source : Snowden 2013 * Comprises Snowden s Mine Area and Exploration Area Mineral Resource estimate reported at 1% TREO cut-off grade NI requires the statement that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability Mineral Reserves have been defined for the Steenkampskraal Project Apparent computational inconsistences due to rounding Tonnage rounded to nearest 1,000t and contained metal to three significant figures Mineral Resources are reported inclusive of Mineral Reserves Mineral Resources reported over widths of 20cm to 10m 14. Mineral Reserve Estimates NI Item 15 (a), (b), (d) The conversion of the NI compliant Mineral Resource estimate prepared by Snowden (Section 13) to Mineral Reserves was independently undertaken by Sound Mining in April 2014 and was based on the mine design and criteria detailed in Section 15. In addition to mining factors, NI Form 1 requires that additional considerations in terms economic market conditions, metallurgical, infrastructure, permitting and social aspects be accounted for in the conversion process.

135 June The Steenkampskraal Project has a valid New Order Mining Right which is based on an approved EMPr. GWMG has stated that there are no outstanding legal issues; no legal action, and injunctions pending and the surface rights have secure title. The marketing of the high purity REO product will not in any way impede conversion to Mineral Reserves as GWMG will be supplying its own metal alloy facility with certain REOs and there is a ready market for the remaining, selected, high value REOs that will be produced. Apart from the standard political risk of operating in an African country, the South African mining sector is mature, well regulated and globally represented. No taxation issues have been identified at the current level of study and the project has strong local community support. The operational infrastructure requirements can be more than adequately met and the radiological aspects of the project have been successfully integrated into a mine and ventilation plan which will provide a working environment that complies with all occupational health and safety standards. In summary, no known legal, political, environmental, other than those identified and mitigated in the mine and process plant design, or other risks, have been identified in the Feasibility Study that could materially affect the potential development of the Mineral Reserves. Modifying factors applied to the Mineral Resource estimate require a mining dilution model which incorporates variable ranges in target horizon widths and two distinct mining methodologies. The dilution model applied comprises a standard minimum mining width of 1.20m selected for all mining scenarios with modifications depending on the deposit width as follows:- a general estimated mining dilution of 7cm added to the minimum applicable mining width resulting in a standard minimum mining width of 1.27m; where the mineralised width is less than 1.2m, the difference in width up to the minimum mining width is made up with internal waste which is ascribed a zero grade; a maximum mining width of 1.8m is planned for conventional down dip mining; and mining widths above 1.8m will be exploited using long hole open stoping and the dilution model applied here is an additional 50cm of unplanned dilution waste material. The New Combined TSF Mineral Resource will be processed in its entirety and no unprocessed material will remain on surface. The New Combined TSF Mineral Resource has been converted to Mineral Reserves by the theoretical application of a 2% tonnage loss due to pulping of the material and a 2% TREO loss to the DMS and other tailings streams of the processing plant. The modifying factors applied to the Mineral Resource estimate presented in Table 30 are summarised in Table 34:- Table 34 : Mineral Resource to Mineral Reserve Modifying Factors FACTOR UNIT VALUE Geological tonnage losses for minor faulting % 2 Mining losses of TREO+Y 2O 3 % 3 Mine Call Factor % 100 In-reef development overbreak % 8 Off-reef waste development overbreak for decline ramps % 5 Conventional down dip stoping overbreak for reef widths between 0.0 to 1.2m cm 7 Conventional down dip stoping overbreak for reef widths between 1.2m to 1.8m cm 7 Conventional down dip stoping overbreak for reef widths >1.8m cm 500 New combined tailings tonnage relocation loss % 2 New combined tailings relocation TREO+Y 2O 3 loss % 2 Overall process plant recovery % 85 Separation plant recovery % 93 Source : Sound Mining 2014 In addition, to the low grade in-reef development material and the high grade stoping material, supplementary underground and surface material has been included in the mine plan but which has been ascribed a zero grade for revenue calculations, specifically blasted material present in the Central Historic Mine Area, ballast and mud recovered from the underground drives during the initial mine clean-up phase of the operation and surface rock dump material. The exact tonnage and grade of this material cannot be determined and consequently it has not been included in the Mineral Resource or Mineral Reserve estimation.

136 June The Mineral Reserve estimate based on the NI compliant Indicated and Measured Resources (at a cut-off grade of 1% TREO+Y 2O 3) is presented in Table 35, and represents an overall conversion rate from Mineral resources to Mineral Reserves of 79%. The use of the in situ TREO+Y 2O 3 basket price is explained in Section Table 35 : Mineral Reserve Estimate for the Steenkampskraal Project - March 2014 MINERAL RESERVE CATEGORY TONNAGE ('000 t) GRADE (%TREO+Y 2O 3) CONTAINED (TREO+Y 2O 3) Underground Mine Proven Probable Sub-total New Combined Tailings Proven Probable Sub-total Mine and New Combined Tailings Proven Probable TOTAL Source : Sound Mining 2014 Excludes Inferred Mineral Resources Estimate is based on a fully diluted, delivered to plant model Variable mining widths and dilutions as indicated in Table 34 Discrepancies in totals due to rounding Modifications to the Mineral Resource estimate guided by cut-off grade of 5% TREO+Y 2O 3 Cut-off grade estimation based on a modelling exercise Radiological planning constraints included in modifying factors Economic viability based on an in situ basket price of USD26.80/kg TREO+Y 2O 3 Overall mining conversion rate from Mineral Resources to Mineral Reserves of 79% The Mineral Resource estimate was based on a specific physical deposit volume as defined in the geological and mineral resource block model. However, the extraction of that mineralisation was based on a mine plan governed by a radiological model and achievable mining widths. The mine plan required that the Mineral Resources be diluted, which accounts for the increase in reserve tonnages, the reduction in grade and expected reduction in metal content in comparison to the Mineral Resource estimate. The Mineral Reserves therefore reflect unavoidable mining dilution, as well as modifying mining and processing recovery factors. 15. Mining Methods NI Item 16 The mine design and production scheduling for the Steenkampskraal Mine was undertaken by independent mining consultants, Sound Mining and the mine design was created in close collaboration with independent ventilation, occupational health and radiological experts to limit as far as possible the risks of radiation exposure to employees and the environment. The specialist contributions to the mining study included:- radiological expert opinions of Dr G de Beer and Mr J van Blerk. Process plant concepts and designs were reviewed by Dr G de Beer of the Nuclear Energy Corporation of South Africa (NECSA) to ensure compliance to the relevant radiation protection standards; ventilation and radiological planning by Mr Mike Dumka of Sound Mining Solution (Pty) Ltd; and geotechnical studies by Geopractica Consulting Engineers, Kantley and Templar (Pty) Limited and Middindi Consulting (Pty) Limited; The mine design and scheduling was reviewed independently by MineQuest (Pty) Limited. The mine design for the 2012 PEA was separated into two separate geographic sections, namely the historic underground mine area and the eastern exploration area adjacent to the historic mine. The design included conventional down dip stoping for the shallow dip sections of the deposit and shrinkage stoping in the steeply dipping areas.

137 June The mine design for the Steenkampskraal Feasibility Study however, did not include any of the PEA design aspects and was undertaken from first principles. Comparison of mining capital expenditure and operational cost estimates with those of the PEA would therefore prove meaningless and potentially misleading. The initial feasibility study scope of the mining study included the design and associated cost estimates for an underground mining operation with the shaft collar as the study battery limit and included geotechnical considerations, mining engineering and design criteria, ventilation design, mine design and layout, production schedules, underground infrastructure design, as well as capital and operational cost estimates. As the feasibility study progressed the scope expanded to include the integration of a detailed radiological model into the mine design and specifically the ventilation modelling and planning. In addition numerous trade-off studies were completed in terms transport and logistical systems, stoping layouts and underground production drilling options. The mine design was guided by the following key characteristics of the mineralised monazite vein:- the competent nature of the mineralised monazite vein and the highly metamorphosed crystalline granite-gneisses which host the target material; the morphology of the mineralised monazite vein which is typically a narrow lenticular-shaped intrusion within the Meso-Proterozic granitic-gneiss country rock; the tabular nature of the mineralised monazite vein and the sharp contact between the mineralisation and the host rock; the variable dip of the deposit which ranges from 20º to 70º towards the south; the strike distance of the Central Historic Mine Area which is approximately 400m eastwest and the total strike distance of the currently defined mineralisation of approximately 1,200m eastwest with a planned below surface depth of 160m; a variable range of mineralised monazite vein thickness between 2cm and 10m, with an average thickness of approximately 1.0m; a low water ingress rate from the surrounding host country rock; and the unusually high thorium grades associated with the planned mine production Central Historic Mine Area The Central Historic Mine Area comprises the historic underground mine developed by Anglo American Corporation as illustrated in Figure 21, with a decline shaft in the southeast which currently provides access to the underground developments to a depth of approximately 100m below surface. The mine design entails a series of three main eastwest development levels approximately 400m in length along the strike direction of the mineralisation. The target horizon was accessed from the decline shaft at three main levels namely, Level 1 at a depth of 30m, Level 2 at a depth of 61m and Level 3 at 92m (Figure 21) via raises and winzes. Two additional access inter-drives were developed as part of the narrow reef mining operation between Levels 2 and 3 (Level 2.5) and below level 3 (Level 3.5). A series of major, parallel, steeply dipping (>60 ) eastwest faults traverse the Central Historic Mine Area (Figure 21) and a portion of the western side of the underground mine, primarily above Level 2, has collapsed as a result of historic stoping practises and proximity of the stopes to hangingwall fractures. A portion of this area will remain inaccessible to the new underground mine, however the remainder of the historic workings show no visible signs of stress, weathering and/or instability and the fact that these workings have survived for more than 50 years without significant pillar support demonstrates the competence of the host rock. GWMG has undertaken a programme of re-vamping the raises, drives, cross-cuts, and re-equipping of the infrastructure and services such as travelling ways, drainage, water lines, power supply, rails and hand rails.

138 June Hydrogeological Factors NI Item 16 (a) Hydrological factors that will affect the groundwater level and character include the annual precipitation rate, the regional structural fabric, the presence of major aquifers or conduits, percolation rates that are directly related to soil development and depth of weathering, as well as the formation of impermeable layers at redox boundaries. The regional structural fabric is characterised by block faulting in an extensional graben environment that overprinted prior compressional tectonics associated with continental collision. The structural history of the region has resulted in a mosaic of fault sets dominantly trending eastwest and northsouth and many of the fault sets appear to be open and active as ground water conduits. At least two northsouth trending, steeply east-dipping (>60 ), normal faults cross cut the resource area and may act as sub-vertical water aquifers below the top of the local water table. The Steenkampskraal Project is located in an arid region of Namaqualand which receives less than 130mm of rain per annum and the influence of surface rainwater percolating through surface fractures is expected to be limited to the first level of mining (30m) and is not considered likely to affect underground stability. The majority of the Central Historic Mine Area is situated above the ambient water table, with only the currently flooded Level 3.5 having been developed below the water table. At present, groundwater has intruded underground workings within competent granites below the 110m (below ground level bgl) level as a result of transmission of water along at least one of the eastwest faults. The water originates in porous aquifers located in younger, but down-faulted Nama-aged quartzites, as well as localised lenses of porous overburden sediments located around the Steenkampskraal Koppie. The chemical characteristics of the descending meteoric water are anticipated to be substantially altered by addition of metals (Fe and Cu, among others) and sulphate salts derived from the weathering monazite vein, resulting in an overall acidic nature. The anticipated geo-hydrological regime will be characterised by structural fault related fluid conduits in the granite gneisses that may intersect other, larger aquifers hosted by sandstones of the Nama Group, or silty sandy lenses or layers within the overlying valley-fill forming the present overburden of the plains of the Knersvlatke. The influence on the underground workings will be determined by the porosity and permeability of the closest aquifer or conduit contiguous with the mine Geotechnical Review NI Item 16 (a) The GMWG database of pre-2014 geotechnical information was reviewed by Sound Mining and Middindi Consulting (Pty) (Middindi) Limited and synthesised into rock quality indicators to be used as the input data for the mine layout and as criteria for the design of the underground support structure. The database review highlighted various inadequacies, particularly limited laboratory historical uniaxial compressive strength test results for the host rocks and mineralised vein material as a result of the hazardous nature of the mineralised material. Consequently, a number of field strength test estimates were collected for the Steenkampskraal Feasibility Study and collated into the field estimate database for the stoping design. Geotechnical characterisation was based on underground scan line mapping of the deposit and its host rocks, as well as logging of the remaining drillhole core for the footwall and hangingwall characteristics in order to establish a correlation between the scan line mapping results and actual drillhole material. The drillholes examined were spaced 100m to 250m apart, across the study area. In total, the geotechnical data collection undertaken by Middindi and Sound Mining comprised the following:- geotechnical logging of 11 exploration drillholes with specific focus on the footwall and hangingwall characteristics including total core recovery, rock quality designation, joints, joint condition and the angle of defects relative to the long axis of the core; and

139 June scan lines of underground exposure mapping with approximately one third undertaken each from the mineralised monazite vein material, the footwall and the hangingwall. The scan line mapping included noting the presence of water, structures with dip angle and direction, as well as structure infill nature and roughness. The above logged parameters enabled the rock mass to be geotechnically characterised in various classification systems which include:- the Rock Quality Designation (RQD), defined as the length of intact core pieces longer than 100mm (10cm) expressed as a percentage of drillhole run length; Barton s Q Rating (Q) or the rock tunnel quality index which is an empirically based system for the determination of the relationship between rock mass characteristics and required tunnel support characteristics. The Q index is a logarithmic scale based on RQD, joint sets, joint roughness and joint alteration, joint water factors and stress factors; Rock Mass Rating (Bieniawski 1989) which is a classification system based on the uniaxial strength characteristics, the RQD, spacing of discontinuities, condition of discontinuities, groundwater conditions and orientation of discontinuities in the mineralisation and host material. Each of the six parameters is assigned a value corresponding to the characteristics of the rock as derived from field surveys and laboratory tests. The sum of the six parameters is the rock mass rating (RMR) value, which lies between 0 and 100, with 0-20 being very poor and being very good. The results of the geotechnical characterisations are presented in summary in Table 36 over page. Correlations were undertaken using a standard correlation factor to determine the relative uniaxial strengths and these strength estimates will require verification in laboratory testing of both the host rock and mineralised material in the detailed design stage prior to construction. The laboratory testwork will be essential to confirm the uniaxial (UCS) and triaxial (TCS) strengths determined from geotechnical characterisation conducted thus far. The results obtained from the field characterisation (Table 36) were benchmarked with uniaxial strengths reported in the literature and the comparison indicated that the correlated strengths determined from the point load estimates are within a reasonable strength envelope and are suitable for use in the mine design. The geotechnical information thus derived was used in the geo-mechanical design which included:- underground access philosophy; relative box cut slope angles; adit and portal support strategies; conceptual ventilation shaft collar requirements; crown pillar design; regional and barrier pillar requirements; general underground support philosophy; and stoping pillar and span analysis for the selected mining methodologies.

140 June Table 36 : Geotechnical Design Criteria ROCK TYPE Hangingwall granitic-gneiss Footwall granitic-gneiss Mineralised monazite vein STATISTICAL ANALYSIS Source : Sound Mining 2014 CORE DIAMETE R (mm) POINT LOAD ESTIMATE (kn) MEAN POINT LOAD INDEX I s50 (Mpa) MEAN CORRELATED UCS (Mpa) LOWER BOUND CORRELATED UCS (Mpa) UPPER BOUND CORRELATED UCS (Mpa) BARTON Q-INDEX ROCK MASS RATING (RMR) Average Minimum Maximum Standard Deviation Average Minimum Maximum Standard Deviation Average Minimum Maximum Standard Deviation

141 June Mining Methodology NI Item 16 (a) Stoping is the process of extracting the target mineralisation from an underground mine, leaving behind an open space known as a stope and is the mining method used when the host rock has sufficient strength not to collapse into the excavated stope. The mining methods planned for the Steenkampskraal Mine ensure that the stoping areas remain open after mining and that collapses into the stopes are minimised. The stoping methodology relies on the incorporation of support pillars into the primary phase of mining, which can be systematically removed when the primary mining is completed. The methodology is applicable to quasi-tabular deposits such as the mineralised monazite vein. Theoretically the mineralisation is divided vertically into sections through the development of horizontal ore access drives and then further divided laterally within the mineralisation into alternating stopes and support pillars as shown in Figure 31. All ore, men and material transportation are carried out in ore haulage drives which connect directly to the stopes. All ore is accessed from mucking bays excavated at the bottom of stopes and hauled out of the mine through ore drives connected to the decline ramps (Figure 31). Numerous trade-off studies were undertaken to determine the optimal mining methodology for the Steenkampskraal Mine. The existing decline shaft is not used in the new mine design and primary access to the new underground mine will be a decline ramp located in the northeastern side of the Steenkampskraal Koppie, with two subsidiary portals, one in the east and the other on the west of the Steenkampskraal Koppie (Figure 32). Both the off-reef (waste) development drives and on-reef ore development drives proceed from the main decline ramp through horizontal access levels to the production areas. The on-reef and off-reef drives act as the top and bottom access levels to the production stoping blocks, which are divided into 30m strike lengths with regional dip pillars between the stopes for support. The pillar length is dependent on the vertical separation between access drives and the dip of the ore body and is discussed in more detail in Section Two stoping methods were investigated as part of the mining study, namely labour intensive, conventional, narrow stoping, down dip mining using hand-held drills and mechanised, remote long hole open stoping to accommodate the variable reef thickness and dip. Three stoping widths were investigated in the trade-off study designs namely, 1.2m, 1.2m - 1.8m and 1.8m - 5.0m Down Dip Mining The conventional down dip mining envisaged for the Steenkampskraal Mine would comprise the initial development of a central raise with subsequent mining proceeding down dip. The stope would be developed laterally by blasting on-reef towards the raise from where the blasted material is extracted at the bottom of the stope (Figure 31). The critical characteristics pertaining to the application of the conventional down dip narrow stope mining method are summarised as follows:- the second most cost effective mining method analysed; extremely flexible, particularly in areas of narrow ore body thickness; can be adapted to shallow dipping areas with scrapers and water jetting; and hand held drilling mining method results in improved dilution control. However, workers operate within the stoping area and are exposed to increased radiological load risk due to their proximity to the stope faces and the broken ore within the stopes. No supply of compressed air for drilling air was planned for in the underground operations, and alternative methods were investigated. Localised conversion of electricity to high pressure water or hydro power (hydropower engineering powerpack) is the most utilised alternative in South African mining operations and will be adapted to the conventional hand-held drilling stoping panels planned for Steenkampskraal Mine. The planned central ore raise dimensions are 2.6m high x 1.6m wide and the mineralisation is mined on-dip using the proposed handheld hydropowered drills. The planned development rates are estimated at 20m/month.

142 MINING METHODOLOGIES SELECTED FOR STEENKAMPSKRAAL MINE CONVENTIONAL DOWN DIP STOPING LONG HOLE OPEN STOPING Strike Pillar Reef Drive Hangingwall 30m Stoping Panel Dip Pillar Footwall Dip Pillar Orebody Dip Pillar Central Raise Ore Extraction Blasted Material Open Stope Orebody Loading Cross-cuts Footwall Steenkampskraal Project VMD1445_GWMGSteenkampskraal_2014 Figure 31

143 June The stope development would proceed with stope panels of typically 14.25m length and 1.2m width, which would produce 53t per blast (1.1m stope advance). The drilling time per blast is estimated to be 108mins with a total drilling plus charging time of 4.5hrs Long Hole Open stoping Long hole open stoping at the Steenkampskraal Mine is a selective method of on-reef mining and is suitably flexible to be applicable to varying mineralisation thicknesses and dips from 0 to 90. In general the mineralisation is divided vertically into sections and further divided laterally into alternating stopes and support pillars (Figure 31). Access to the stopes is via ore haulage drives located at the bottom and top of the stopes with muck bays excavated at the bottom of the stope from which the blasted material is loaded into low profile haulage trucks and transported out of the mine (Figure 31). The stoping areas created by the downward movement of the blasted material are not accessible to workers after blasting which is an advantage in the case of the Steenkampskraal Mine. The biggest limitation with this method is the length of the blasting drillholes that can be accurately drilled by the production drill and the requirement for accurate supporting pillar design. The critical characteristics pertaining to the application of the long hole open stope mining method are summarised as follows:- proven to be the most cost effective mining method analysed; removes workers from the stopes and reduces risk of exposure and radiological load; improved worker productivity and smaller stoping crew sizes; stope drilling can continue ahead of the stope face and is not interrupted by stope cleaning activity; and applicable to a wide range of mineralisation dip and thickness scenarios. In places where mineralisation widths are narrower (<1.8m) and stoping back lengths exceed 15m, higher dilution rates must be expected and planned in the mining schedule. The application of this mining method in terms of the Steenkampskraal Mine was investigated in a number of trade-off studies which compared various types of drilling equipment and the impact of the stoping width on operational performance. Using stoping panel lengths of 30m, various stoping widths of 1.2m, 1.8m, 3.0m and 5.0m were compared. The results indicate that at mining widths below the planned 1.8m, higher dilution rates would result and in this case, down dip stoping would provide better dilution rates. The long hole open stoping method with a 1.8m stoping width assumption can provide a monthly advance of 33m or 4,990t per stoping unit per month Mine Plan, Access and Stoping Layout NI Item 16 (c) The Steenkampskraal Mine is planned as a new underground development that integrates the existing Central Historic Mine Area workings and overall can be characterised as a shallow, less than 160m below surface, small mining operation with a maximum production rate of just over 11,000tpm RoM. The strike extent of the mine will be limited to 1,200m, with new sections of the mine exploiting the Western and Eastern Extensions to various levels. In order to determine the in situ cut-off grade most appropriate for the mine design, the value of the total in situ TREO+Y 2O 3 content of the mineralisation had to be estimated in order to identify those portions of the deposit that would prove uneconomic to mine. Since the high value REOs cannot be selectively mined, an in situ basket price, including all of the TREO+Y 2O 3, was derived. A simplified economic model was developed, incorporating mining, processing and separation costs to determine the cut-off grade at which the deposit would become economic. The model suggested that the economic cut-off grade would range between 4.5% and 5.75% TREO+Y 2O 3 and a cut-off grade off 5% was used as a guideline for mine planning purposes. The final economic model was used as the ultimate test of the economic viability of the mining plan.

144 June The Steenkampskraal Mine is designed as a trackless mining operation. The historic and new underground workings are planned to be accessed through three independent surface portals located as shown in Figure 32. The two eastern portals are to be developed close to the Steenkampskraal Processing Plant site and provide access to two decline ramps/shafts, namely the main eastern decline ramp and the secondary decline ramp. All RoM will be hauled through the main eastern portal located furthest to the east and closest to the surface plant site. The decline ramps have been designed with 5m x 5m development end dimensions and an 8º inclination. Ore and waste are hauled directly from stoping mucking bays and developments, through to various surface stockpile pads (Figure 32). The Steenkampskraal Mine 3D design is presented in Figure 34 which illustrates the location of the main eastern decline ramp which is the key haulage and infrastructural decline ramp in the mine design. All ore and waste from all areas of the planned underground mine is assembled at the main eastern decline ramp, which also serves as a main infrastructural artery for power cable and de-watering pipe columns. A secondary minor eastern decline ramp is also planned to provide rapid access to the central high grade reserve blocks above the historic Level 1. A similar secondary decline ramp is planned on the western section of the mine which intersects the Level 1 workings and provides a secondary access way and operational flexibility for opening up the lower grade reserve block areas in the Western Extension. All the decline ramps have been planned as intake airways to service the LoM ventilation plan. Outside of the main decline ramps, further operational access development has been planned within the mineralisation and this approach will promote geological confidence in the stoping block prior to mining and will generate important REE content as the deposit is developed. The existing service incline shaft will be decommissioned and will be used as a return ventilation shaft. The stoping plan has been divided into separate sections operating in parallel series, in order to provide sufficient production while conforming to the labour radiation exposure limits. The early mining production will be sourced from the upper levels of the Eastern Extension and the Historic Central Mine Areas with later mining around Year 7 being undertaken concurrently in the middle levels of the Eastern and Western Extensions, as well as the Central Historic Mining Area. The mining production post Year 10 is focused on the lower levels of the Eastern and Western Extensions, as well as the Central Historic Mining Area. The mine plan as shown in Figure 34 indicates that:- the Western Extension area developments comprise five horizontal levels, at a maximum depth on the western extremity of 120m with conventional down dip stoping being undertaken; the Central Historic Mine Area below the Steenkampskraal Koppie, is developed to Level 7 at approximately 140m below surface and is connected westwards at the historic Levels 1, 2, 3 and 3.5. The Central area is connected eastwards at the historic Levels 3 and 3.5, as well as on the new lower levels. Some of the deeper sections of the Central area will be mined by mechanised long hole open stoping but the majority of the mining will be conventional down dip stoping; and the Easter Extension is the deepest part of the mine and extends to Level 10 (160m below surface) and will be exploited by both mining methods. The application of the mechanised versus conventional mining methodologies depend on a number of factors, a significant one being the width of the mineralisation. In general, a maximum mining width of 1.8m is planned for conventional down dip mining and mining widths above 1.8m will be exploited using long hole open stoping mining method. The standard minimum mining width planned for the Steenkampskraal Mine is 1.2m, with an additional 7cm mining dilution (total 1.27m). The RoM generated initially from the development of the decline ramp outside the mineralisation will be stored on a separate waste rock dump and where possible, will be used for project construction purposes. Wherever the development drives or other development is on-reef, the low grade RoM will be delivered to a surface low grade stockpile for blending with the plant feed (Figure 38). All material originating from the stopes is classified as high grade and will report to a high grade stockpile.

145 STEENKAMPSKRAAL PROJECT SITE LAYOUT Predominant wind direction LEGEND Source: ULS Mineral Resource Projects Licence Boundary New Access Road Contours Section of the road used as a landing strip -3,429,000-3,428,500-3,428,000-3,427,500-3,427,000 0 Road to construction/staff accommodation Thorium RCP Western Portal Raw Water DMS Solar Farm Potable Water Hydromet Main Eastern Portal Secondary Eastern Portal Historic Decline Shaft New Combined TSF Scale 500m To DR ,500-36,000-35,500-35,000-34,500-34,000 RCPs Helipad Security Gatehouse Complex VMD1445_GWMGSteenkampskraal_2014 Steenkampskraal Project Figure 32

146 Steenkampskraal Project Figure 33 3D STEENKAMPSKRAAL PROJECT SITE LAYOUT STEENKAMPSKRAAL MINE PROCESSING PLANT AND SURFACE INFRASTRUCTURE LAYOUT Reverse Osmosis Plant Steenkampskraal Koppie Th RCP Interim Storage Comminution Sulphur Plant Laboratory Diesel Storage Store Reagents Gensets DMS Office Block Workshop Change House DMS Waste Stockpile Hydromet Imported Monazite Material Solar Farm Main Access Road La & Ac RCP Residue Containment Ponds (RCPs) Eastern Decline Ramp Mining Contractor Office/Store Virgin Rock Dump Storm Water Control Dam STEENKAMPSKRAAL MINE DESIGN AND UNDERGROUND LAYOUT Steenkampskraal Process Plant (see above) Secondary Eastern Portal Western Portal Longterm Radiological Storage Vault West Extension Eastern Decline Ramp Conventional Downdip Stoping Central Historic Mine Area Mechanised Longhole Open Stoping Eastern Section Source: GWMG VMD1445_GWMGSteenkampskraal_2014

147 STEENKAMPSKRAAL MINE 3D DESIGN 3D MINING PLAN LOOKING NORTH 3D MINING PLAN LOOKING SOUTH Steenkampskraal Project LEGEND Source: Sound Mining 2014 Central Historic Mine Area Stopes Main Eastern Decline Ramp New Horizontal Access Drives New Raises Conventional Down Dip Stopes Mechanised Longhole Open Stopes VMD1445_GWMGSteenkampskraal_2014 Figure 34

148 June In order to manage the radiological load in the underground workings, all broken monazite vein material will be cleaned and removed to surface as soon as possible after blasting. No stockpiling underground will occur and there are no planned permanent ore passing facilities. The key operational philosophy will be to manage the mining on a customised dayshift blasting basis with rapid afternoon shift cleaning and hauling to the surface stockpile pads Long Term Radioactive Materials Storage The main eastern decline ramp has been identified as the access portal for the development of the long term radiological storage waste facility/vault designed to provide a net storage capacity of approximately 30,000m 3. The storage facility has been specifically designed to comply with the requirements of the NNR and has been positioned in accordance with the following criteria (Figure 35):- close to underground developments where ground conditions are known; the vault must be located below the weathering profile of the Nama Group quartzites and basement granitic-gneisses at approximately 40m below the surface of the Steenkampskraal Koppie, between Level 1 and Level 2 of the historic mine; the ambient groundwater level in the historic mine area is currently 321mamsl or 110m below the collar of the vertical shaft. The vault must be located at least 30m above the current average groundwater table; the vault must be hosted in the unaltered granitic-gneiss which is typically hard and competent with very limited porosity, permeability and fluid transmissivity potential; hosted away from the regional extensional graben faults and local eastwest and northsouth fault sets which are considered to have undergone and continue to be, subject to tectonic stresses. In addition, the vault must be situated away from thick lenses (>2m) of mineralised monazite vein and associated intrusives which may be hosted in shear structures or intensely fractured host rock due to the intrusion event; hosted in the granitic-gneiss which exhibits orthogonal fracture and joint sets but which are not considered relevant to the stability of the unaltered gneiss below the weathering limit. The vault must be located away from any known area of geotechnical weakness which could be activated by seismic activity; located within a narrow band of optimal geological conditions close to areas with assessed rock mechanical and structural characteristics from which the high degree of competency can be reasonably extrapolated to the vault area; proximity to the processing plant with minimal handling changes to limit worker exposure to the radioactive materials; and no direct access from surface and two entrances to the vault with security barriers; Support Designs for Selected Mining Methodologies NI Item 16 (a) Geotechnical studies confirmed that the two selected mining methods, namely mechanised long hole open stoping and down dip conventional stoping are technically suitable for the mine design and the following guidelines are recommended in terms of the proposed mining methods.

149 Steenkampskraal Project Figure 35 STEENKAMPSKRAAL MINE 3D DESIGN AND STORAGE VAULT POSITION 3D MINE PLAN - PLAN VIEW WITH VAULT Long term radioactive materials storage vault LEGEND Central Historic Mine Area Stopes Main Eastern Decline Ramp New Horizontal Access Drives New Raises Conventional Down Dip Stopes Mechanised Longhole Open Stopes VIEW WITH VAULT POSITION LOOKING SOUTH VAULT POSITION RELATIVE TO GEOLOGICAL STRUCTURES LEGEND Vault Structures Source: Sound Mining 2014 VMD1445_GWMGSteenkampskraal_2014

150 June Down Dip Conventional Stoping Elastic beam theory suggests that beam stability over increasing spans is directly related to beam thickness. The theory was used as the basis for determining the most suitable span which can be achieved by the in-stope support units. The maximum span of 30.0m used in the mine design will therefore require a beam thickness of 2.1m and suitable support for the beam. The support pillars were designed to comply with a factor of safety of 2.0 and a width to height ratio of more than 2.5 in order to ensure that in-stope pillars do not fail in a brittle manner but rather yield when failure occurs. All pillar requirements from a depth of 50m to 150m were determined and the final design parameters are as follows:- rib pillar width of 3.6m and pillar length of 18m; and sill pillar width of 2.2m and pillar length of 30m. The support requirements for the conventional stoping operations will consist of 15cm timber elongates, spaced 1.4m across the stoping panel and 2.0m along the panel length. Additional, double timber supports are to be installed at 2.0m intervals along the length of the raise, between the lines of timber elongates Long Hole Open Stoping The vertical height and span of the open stopes in the long hole open stope method were deduced using a combination of the modified stability graph method and hydraulic radius determinations. A correlation was determined between the mineralisation width and strike span as summarised in Table 37. Support pillar widths were determined by conducting an analysis for flexural and sliding failure. Sill pillars were designed to prevent flexural failure and rib pillars were designed to prevent sliding failure. The analysis indicated that the pillar widths are dependent on the mineralisation thickness and depth below surface, and applying a safety factor of 2.0, the design parameters for the pillars are summarised in Table 38. Table 37 : Vertical Spacing between Sill Pillars OREBODY THICKNESS (m) MAXIMUM STRKE SPAN BETWEEN RIB PILLARS (M) Vertical Spacing Between Sill Pillars (m) Source : Sound Mining 2014 Table 38 : Long Hole Open Stope Strike Span and Pillar Dimensions OREBODY WIDTH (m) STRIKE SPAN (M) RIB PILLAR (m) VERTICAL SPAN (m) SILL PILLAR (m) TOTAL AREA (m 2 ) PILLAR AREA (m 2 ) EXTRACTION RATIO (%) PILLAR LOSS (%) , , , , , Source : Sound Mining 2014

151 June Primary Development Support Parameters The adit and decline access design was based on the Q-index ratings of the granitic-gneiss host rock, while the support design for the reef drives, raise, muck bays and existing reef drives was based on the Q-index rating for the mineralised monazite vein material as the latter excavations will be largely developed through mineralisation. A crown pillar will be required for the LoM between the surface and the underground workings to protect underground workings from flooding and to protect surface infrastructure from subsidence. The mineralisation contained within the crown pillar is not recoverable at the end of the LoM. The crown pillar design assumed that the depth of highly weathered material is limited to within 5.0m from surface and additional geotechnical analysis of the surface and upper rock materials should be conducted to optimise the design. Barrier pillars were designed around all the permanent decline ramps and bracket pillars have been applied to the mine design in those areas where fault structure exhibits vertical displacements greater than 10.0m Mine Production Schedule NI Item 16 (b) The Steenkampskraal Feasibility Study current mine development schedule is presented in Table 85 and includes Year 0 which comprises site establishment, initial infrastructure construction and the initial mine portal development commencing in month 9 of Year 0 (see Table 85 and Figure 36). The underground development is estimated to take approximately 13 months to complete and the three month ramp-up to steady state production takes place at the end of Year 2. The initial design steady state mining production of approximately 76,000tpa has, in the final design, converted to an average steady state mining production over 9 years of 79,000tpa and an average LoM production of 65,574t. The mine depletion plan extends over 14 years with a planned economic LoM of 13 years. Mining activity originally planned for pillar removal in Year 14, but which has been shown to be sub-economic and therefore has not been included in the LoM or allocated to the final Mineral Reserve estimation. A final vamping and underground clearing operation will take place in Year 14 incurring minimal mining and processing costs. The mining depletion plan delivers a total of 807kilo tonnes (kt) of RoM plant feed from the underground mine to the processing plant at an average grade of 8.3% TREO+Y 2O 3 (Table 39). The plant feed is derived from operations entailing both conventional down dip and mechanised long hole stoping in the relative proportions illustrated in Figure 36. The planned stoping grade for both methodologies is 10.4 % %TREO+Y 2O 3 and the opportunity to exploit the wider mineralisation with mechanised long hole open stoping increases as the mine matures. The underground developments including decline ramps, raise bores, and the long term storage vault facility for radiological waste material, total 542kt over the LoM, approximately 46% (249kt) of which will be undertaken on-reef and ascribed a grade of 3.7% %TREO+Y 2O 3. The off-reef development waste from the decline ramps was ascribed a zero grade and will not be treated by the plant but used instead as aggregate requirements for the mine construction programme. The contribution of development tonnes to the plant feed over the LoM averages approximately 30% and declines proportionally as the mining operation matures and the mineralisation widens. An additional 45kt of supplementary material is included in the depletion plan, which comprises existing blasted ore in the historic mining areas, rehabilitation material and ballast and mud recovered from cleaning-up of the existing ore drives. No grade has been assigned to this supplementary material in the economic analysis.

152 June The total %TREO+Y 2O 3 contained in the mining depletion plan over the 13 year LoM is 67.2kt approximately 78% of which (52.5kt) is sourced from the planned stoping operations, 14% (9.1kt) from on-reef development and the balance of 8% (5.6kt) derives from pillar recovery operations in the last years of production. The average LoM mining recovery is 79.1%. Steady state mining conditions can be variously defined as the point at which the designed mining production is achieved, in this case Year 3 at 76,000tpa, or the point at which the final product production of approximately 5,000tpa %TREO+Y 2O 3 is reached, which occurs in Year 4. During steady state mining operations (Years 3 to 11 Figure 36), the total mining rate typically varies between 6,727tpm and 11,460tpm. The mining rates over the LoM are not constant and reflect the variability of the %TREO+Y 2O 3 grade, the mineralisation thickness and off-reef development requirements necessary to sustain the targeted %TREO+Y 2O 3 production target. Table 39 : Summary Mine Production Statistics MINING SOURCE UNIT METRIC Development Development tonnes 248,704 Waste tonnes 292,375 Sub-total development tonnes 541,078 Supplementary Tonnage UG rehabilitation clean up tonnes 7,287 Ballast tonnes 2,762 Vamping from stopes tonnes 35,000 Sub-total supplementary tonnes tonnes 45,048 Stoping RoM down dip stoping tonnes 296,854 RoM long hole open stoping tonnes 206,420 RoM pillars tonnes 55,448 Sub-total stoping 558,722 RoM RoM development tonnes 248,704 RoM stoping tonnes 503,274 RoM pillars tonnes 55,448 RoM sub-total tonnes 807,426 Total Tonnages Mined Stoping+waste+development drives tonnes 1,099,801 Tonnage delivered to plant ex UG tonnes 852,474 Grade Head grade development %TREO+Y 2O Head grade stoping %TREO+Y 2O Head grade pillars %TREO+Y 2O Head grade RoM %TREO+Y 2O REE Content TREO+Y 2O 3 content in development tonnes 9,143 TREO+Y 2O 3 content in stoping RoM tonnes 52,550 TREO+Y 2O 3 content in pillar RoM tonnes 5,577 Sub-total TREO+Y 2O 3 ex UG tonnes 67,271 Average LoM mining recovery % Source : Sound Mining Mining Underground Infrastructure The engineering infrastructure planned to support the underground mining operations comprise the following:- a total power demand of 2,600kW with the underground operation and two separate surface fans supplied from 11kV cables stepped-down with transformers to 525v. The 525v transformers will be located at each of the surface fan stations and at each of the main levels; a total of 1.7km of lighting at 10m interval will be required for in the underground mine and will be supplied at 110v.

153 Steenkampskraal Project Figure 36 LOM MINING PRODUCTION SCHEDULE LoM MINING PRODUCTION SCHEDULE 160, , ,000 Tonnage (t) 100,000 80,000 60,000 40,000 20, LoM (years) Stoping RoM Tonnes (t) On-reef Development tonnes (t) Pillar tonnes (t) Total UG tonnes to plant (t) Total tonnes mined (t) 40,000 LoM TONNES TO PLANT PER MINING METHOD 35,000 30,000 Tonnage (t) 25,000 20,000 15,000 10,000 5, LoM (years) Conventional down dip stoping (t) Long hole open stoping (t) LoM GRADE 16.0% 14.0% Grade (% TREO+Y 2 O 3 ) 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% LoM (years) RoM head Grade (%TREO+Y2O 3) Stoping grade (%TREO+Y2O 3) Development grade (%TREO+Y2O 3) Source: Sound Mining 2014 VMD1445_GWMGSteenkampskraal_2014

154 June pumping and sump facilities have been provided in the infrastructure plan for each main production level. Dirty mine water will be pumped to surface for fines removal, cleaning and re-cycling back underground; the overall mine water balance indicates a net water discharge rate of 2.4m 3 /hour and the mine dewatering requirements from various aquifers is forecast at 80m 3 /day (3.3m 3 /hour); and a communications system will be integrated into the underground mine infrastructure which will track mine employees, ore bins and waste material parcel to provide live tracking of individual exposure times and radiological loads. The surface infrastructure related to the Steenkampskraal Mine is discussed in Section Mining Fleet and Equipment Requirements NI Item 16 (d) Several detailed trade-off studies were completed in order to select the most cost effective and radiologically suitable material transport system were undertaken and included a hangingwall mounted, closed monorail system. The studies resulted in the Steenkampskraal Mine being designed as a totally trackless operation. Two separate mining equipment suites were estimated in detail to accommodate the different mining areas and mining methodologies selected. The underground production equipment requirements were based upon 249 production days per annum with 2 shifts per day, together with the planned production rates. The equipment sizing depends on the decline ramp development dimensions of 5m (high)x5m(wide) and the on-reef development drives of 3.7m (high) x 3.5m (wide). During the portal development and the initial phase of accessing the mineralisation, only one of the two scheduled equipment suites will be utilised. The material from the blasted access routes will be loaded by the load, haul and dump units (LHDs) into the dump trucks and tipped on surface. As more development ends become available so more equipment can be phased-in. As steady state mining production conditions are achieved, the two suites of equipment will used as plant production requirements dictate. The decline ramps and developments will require standard load and haul mining equipment of a single combination Sandvik TH320 low profile dump truck with a matching Sandvik LH 307 LHD. The dump truck tonnage calculations for different dump truck models showed that for the selected 20t capacity model, a fleet size of two dump trucks is required to haul the planned Steenkampskraal Mine production capacity. Services and maintenance of equipment will be completed on surface and only breakdowns, shift checks and minor servicing will be addressed underground. The long hole drilling in the stopes uses the Sandvik DL321 long hole production drill which has a rigid boom and feed construction while the hand-held drilling is powered by high pressure power packs. All rock bolting requirements in the development ends are carried out by the Sandvik DS 311 rock support drill rig which is the smallest rock support drilling rig in its class and can adequately provide the rock bolting support requirements for the mine design. All mine staff and equipment will be transported on surface by utility vehicles, the requirements of which will be provided by the Getman A64 series, which offers an adaptable range of supporting services for people carriers, scissor lifts, sump collections, maintenance vehicles and explosive transporting requirements. Supervisors will use Light Delivery Vehicles (LDV) for underground inspections. The recommended explosives type will be watergel re-pump explosives, which can be supplied in bulk or 25kg boxes and are not classed as explosives until sensitised. The final explosive density can be set and this is seen as a major advantage when charging up in the working places where quick adjustments may need to be made.

155 June Manpower Planning and Labour Requirements The underground Steenkampskraal Mine has been planned on a largely owner-operator basis, with the exception of specialised drilling services provided by the OEM (Sandvik) for all mechanised long hole open stoping and specialised blasting services for both stoping methods. The services will include design and execution, as well as reporting and technical feedback by supervisors integrated into Steenkampskraal Monazite Mine (Pty) Limited. The following teams of underground staff will be required to support the underground operations: pumping crews on the various levels; electrical technicians; drilling and stope support crews; charging up and blasting crews; load and haul crews; pipes, roadway and ventilation (PRV) crews; and technical services support teams including grade control, geology, surveying, rock mechanics, ventilation and radiation control. Excluding the drilling and blasting manpower requirements, the total number of employment positions identified for the mining department is 150 at steady state. Taking into consideration different shift structures, annual leave, staff training and sick leave, the total number of persons estimated to be employed at any one time is 228, split according to the mining department categories and grade classification as presented in Table 40. The information provided in Table 40 and Table 41 demonstrates a high ratio of management and supervisory staff to workers which is a consequence of the small size of the operation, the necessity to closely control blasting operations, the relatively high degree of mining mechanisation, and the detailed management of all aspects of environmental control including the radiological load. Approximately 60% of the staff will work underground with the remainder occupied with surface mining activities. The majority of employees including those undertaking the core activities of drilling and blasting will be employed on a single daytime shift, on a five working day basis. Approximately a half of the staff contingent will be employed on the load and haul cleaning operations which will be undertaken on a double shift so that muck bays and development ends are prepared for the following dayshift. Table 40 : Employees per Mining Department MINE SUB-DEPARTMENT NUMBER OF POSITIONS NUMBER OF EMPLOYEES EMPLOYEES COSTED Central Services Medical Services Environment, Health and Safety Management Human Resources Services Mining Services Underground Engineering Services Mineral Resources Management Shaft Specific Services Supporting Surface Services TOTAL Source : Sound Mining 2014

156 June Table 41 : Employee per Grade GRADE NUMBER OF POSITIONS EMPLOYEES IN SERVICE EMPLOYEES COSTED E E D D D D C C C C C B B B B B B B A TOTAL Source : Sound Mining General Radiation Model Natural radioactive decay is the process whereby naturally occurring unstable isotopes convert to stable isotopes, generally by emitting a subatomic particle such as an alpha or beta particle together with high energy electromagnetic radiation such as gamma radiation. Ionising radiation is defined as the process in which electromagnetic waves and subatomic particles with very high kinetic energies radiate outwards from a radioactive source and ionise particles in ordinary chemical matter by expelling outer shell electrons. Ionizing radiation is harmful to living organisms since the ionising process results in the formation of charged particles (free radicals) which are prone to combine in a semi-random manner with other atoms in the environment causing degradation of healthy cell structures. The radiological characteristics of the Steenkampskraal Mine are largely the consequence of the presence of the primary radionuclide thorium in the mineralised monazite vein mineralogy. The high thorium content of the target horizon results in unusually high ionising radiation arising directly from the exposed mineralisation in the stopes and ore transportation systems and has the effect of creating radioactive dust in the airways. In order to adequately manage the radiological load, the specific radiological decay operating in the local environment and that anticipated as a consequence of mining operations, required detailed definition. The typical types of subatomic particle and electromagnetic radiation encountered in naturally occurring radioactive deposits are summarised as follows:- alpha particles (alpha decay) are relatively large sub-atomic particles comprising two helium-4 neutrons and two protons, which only penetrate a few centimetres of air and virtually no penetration in living tissue. However the high energy capacity of alpha radiation is 20 times more damaging to cell structure than gamma or X-rays and is particularly harmful if breathed or ingested; beta particles (beta decay) can be either positively or negatively charged and comprises either energised positrons or electrons. Beta decay is more penetrative than alpha decay but can be controlled by air molecules and light clothing; and gamma radiation is highly energetic electromagnetic radiation that consists of photons emitted from the nucleus of unstable isotopes in order to release excess energy. The radiation has neither mass nor charge and consequently has greater penetrating properties than alpha and beta radiation.

157 June The ionising radiation in the Steenkampskraal Mine will arise from three naturally occurring radioactive decay series. A radioactive decay series begins with a parent isotope which decays to a daughter isotope, which may also be a radionuclide and which in turn decays to a final stable product emitting specific alpha, beta or gamma radiation in the decay process. The time taken for the decay to a daughter product occurs as an exponential distribution represented by the half-life which can range from seconds to thousands of years. The three decay series of relevance to the project are the thorium, uranium/radium and actinium series, each of which ultimately end with a specific stable lead isotope as indicated in Table 42. The type of emissions arising from the three decay series vary according to the combination of alpha, beta and gamma radiation associated with the decay of each daughter product The relative proportions of the parent isotopes in the mineralisation will determine the type, extent and longevity of the associated radiological emissions and the radionuclide signature for the Steenkampskraal Project is as follows:- Th-232 comprises 98% of the naturally occurring radioactive material (NORM); U-238 comprises less than 2% of the NORM; and U235 contents in the NORM are less than 0.72% of the total uranium content. The radiological characteristics of the Steenkampskraal Project mineralisation will therefore be dominated by the thorium decay chain, as shown in Table 42 over page. The dominant Th-232 decay series has the following characteristics when compared to the other decay series:- the highest gamma source components of the three decay series; a lower alpha radiation contribution; and a mean decay time of less than 10 years. The most significant radiation in terms of health risk are the alpha particles which occur both as high energy, short lived particles (short lived alpha emitters (SLa)) and long lived alpha emitters (LLa). Radon (Rn-222) and thoron (Tn-220) (Table 42) are SLa daughter products in the thorium decay chain. These two isotopes in-turn produce very small polonium and bismuth particles which attach to airborne particles (attachment fraction or alpha aerosols), a characteristic which becomes significant when attachment is to the product of diesel combustion in underground equipment. The beta radiation arising from the thorium decay series has a low ionising potential and therefore was not considered relevant to the radiological characterisation of the project. The significant gamma radiation is associated with the specific decay reactions highlighted in Table 42 and acts as an external radiation source thereby impacting the mine ventilation model. The gamma radiation considered in the radiological characterisation of the Steenkampskraal Project comprises only that radiation which poses a health risk. In determining the radiological risk associated with the Steenkampskraal Project, maximum annual effective dosages regulated by the NNR are applicable. The units applied to radiation absorbed dose and effective dose from external sources in the international system of units (SI system) are "gray" (Gy) and "sievert" (Sv), respectively. Smaller fractions of these measured quantities often have a prefix, such as milli (m) i.e. 1 sievert=1,000msv. The following regulations regarding radiological occupational health stressors are enforced by the NNR:- the maximum annual effective dose is limited to 20.0 milli sieverts per annum (msv/a); the annual effective dose is split into 15.0mSv/a for external gamma radiation; and 5mSv/a for internal (breathable) radioactive gases, dusts and aerosols.

158 June Table 42 : Naturally Occurring Radioactive Decay Series NATURAL DECAY SERIES DAUGHTER PRODUCT ISOTOPE EMMISSION CLASSIFICATION HALF LIFE INTERIM DAUGHTER PRODUCT ELEMENT Th-232 alpha* 1.4x10 10 yrs Ra-228 radium Ra-228 beta 5.8 yrs Ac-228 actinium Ac-228 gamma** and beta 6.1 hrs Th-228 thorium Th-228 alpha 1.9 yrs Ra-224 radium Ra-224 gamma and alpha 3.6 days Rn-220 radon Rn-220 alpha 0.15 sec Po-216 polonium thorium decay chain Po-216 alpha*** 10.6 hrs Pb-212 lead Pb-212 gamma and beta 10.6 hrs Bi-212 bismuth Bi-212 gamma and beta 61 mins Po-212 lead Bi-212 alpha 3 mins Tl-208 thallium Po-212 alpha 0.3µsec Pb-208 stable lead Tl-208 gamma and beta 3 mins Pb-208 lead U-238 alpha 4.5x10 9 yrs Th-234 thorium Th-234 gamma and beta 24 days Pa-243 protactinium Pa-234 beta 1.17 mins U-234 uranium U-234 alpha 250,000 yrs Th-230 thorium Th-230 alpha 80,000 yrs Ra-226 radium Ra-226 alpha 1,602 yrs Rn-222 radon Rn-222 alpha 3.8 days Po-218 polonium uranium/radium decay chain Po-218 alpha 3 mins Pb-214 polonium Pb-214 gamma and beta 27 mins Bi-214 bismuth Bi-214 alpha 19.7 mins Po-214 polonium Po-214 alpha 160µsec Pb-210 lead Pb-210 gamma and beta 22 yrs Bi-210 bismuth Bi-210 alpha 5 days Po-210 polonium Po-210 alpha 138 days Pb-206 stable lead U-235 alpha 7.04x10 8 yrs Th-231 thorium Th-231 beta 1.06 days Pa-231 protactinium Pa-231 alpha 32,788 yrs Ac-227 actinium Ac-227 alpha and beta 21.7 yrs Th-227 thorium Ac-227 alpha and beta 21.7 yrs Fr-223 francium Th-227 alpha 18.7 days Ra-223 radium Fr-223 alpha and beta 21.7 mins At-219 astatine At-219 alpha and beta 0.93 mins Bi-216 bismuth At-219 alpha and beta 0.93 mins Rn-219 radon Ra-223 alpha 11.4 days Rn-219 radon actinium decay chain Rn-219 alpha 3.96 sec Po-215 polonium Bi-215 beta 7.7 mins Po-215 polonium Po-215 alpha and beta 1.8 sec Pb-211 lead Po-215 alpha and beta 1.8 sec At-215 astatine At-215 alpha 100µsec Bi-211 bismuth Pb-211 beta 32 mins Bi-211 bismuth Bi-211 alpha and beta 2.14 mins Po-211 polonium Bi-211 alpha and beta 2.14 mins Tl-207 thallium Po-211 alpha 516 msec Pb-207 lead Tl-207 beta 4.8 mins Pb-207 stable lead Note: * green text denotes long lived alpha emitters (LLa) Note: ** orange text denotes significant gamma radiation Note: *** purple text denotes short lived alpha emitters (Sla) The goal of the mine and ventilation design therefore is to limit the gamma ray exposure to less than 15.0mS/a and the ventilation design to maintain a <5mSv/a exposure risk. In addition to the radiological risk criteria stipulated by the NNR, the following aspects required consideration in the mine and ventilation design:- toxicology management which includes control of diesel particulate matter and silica contamination from the target horizon; and regulation of carcinogenic compounds including SLa and LLa s and the toxins listed above.

159 June The assessment of radiological risk included the collation of the historic mine data which indicated that in the early 1950s, exposures of 450mSv/a were permitted and that during care-and-maintenance, a range of exposures between 80mSv/a and 250mSv/a were detected. The modelling of the projected radiation risk was based on a mining scenario base case of a stand-off distance of 1m distance from a stoping face, a 1.2m stoping width and a 1.2m target horizon width. The external gamma radiation estimation was independently undertaken in two separate modelling exercises and several stoping and development geometries were considered. The combined Th+U grade, mineralisation thickness and exposure times (15mSv/a) were superimposed on the mine plan to identify radiation risk areas and the mine production schedule was adjusted to accommodate the NNR exposure criteria. The modelling of the internal alpha particle radiation focused on the ventilation air flow rates, radioactive gases, radioactive progeny and attachment fractions. In addition, toxicological and carcinogenic factors were taken into consideration. The unmitigated, empirical projected modelling of the potential radiation risk indicated that the annual effective dosages would be exceeded and could cumulatively range from:- 80mSv/a to 250mS/v/a for care-and-maintenance conditions; and 40mSv/a to 300mSv/a for mining operations Radiation Risk Mitigation The measures envisaged to mitigate radiation risk are divided into two categories, namely suppression of short and long lived alpha radiation at source and attenuation of gamma rays. The following measures were considered in the radiological assessment:- alpha particulate control in stopes with down slope water jetting and wet drilling, which will physically assist in the suppression of radionuclides and radon and thoron gases; alpha particulate control in ore transfer points which will not be effectively controlled by ventilation or water sprays but will be controlled by hand-held thoron suppressant foam and sprays at loading bays and tipping/transfer points; alpha particulate control in haulages which can be effectively undertaken by cross ventilation, covering the ore-in-transport by tarpaulins and water dust suppression; gamma attenuation which is unaffected by ventilation effects but is controlled by exposure time and occupational rotation. Mobile equipment will have gamma shielded driving modules and areas of high gamma radiation will be shielded with wall coating; and gamma attenuation in the stopes will include the use of comprise reusable water walls. The radiation risk was modelled on the duration of exposure, the irradiation severity and physicality of the radiation. The exposure time is governed by radiation severity or intensity and short shift times and multiple shifts are required to maintain safe working conditions. Alpha radiation is mitigated by ventilation dilution in combination with mist water sprays and foam suppression. Gamma attenuation is achieved by physical radiation shielding Radiation and Occupational Health Status Monitoring The radiation and occupational health status monitoring designed for the Steenkampskraal Project is founded on the regulations enshrined in the following Acts and regulations: Mine Health and Safety Act (Act No. 29 of 1996); Occupational Health and Safety Act (Act No.85 of 1993); National Nuclear Regulatory Act (Act No. 47 of 1999); and

160 June Ventilation Model Air Quality Act (Act No. 39 of 2004). In order to maintain compliance with the variety of occupational health regulations, various health stressors will have to be monitored concurrently and these include monitoring of gamma radiation on personal radio frequency chip enabled gamma dosimeters, as well as other selected toxicant tests. All monitoring data will be centralised in a management programme to be endorsed by the NNR. In all of the above instances, individual doses and exposures will be required and measuring of these will be a combination of personal and positional sampling. The general approach to the Steenkampskraal Project ventilation design is based on a number of interdependent variables relating to the radiological model developed for the mine, as well as the principles of occupational health and safety which have underpinned the ventilation designs. The radiological conditions expected in the underground operations complicate conventional ventilation design practices in the following manner:- compliance with the NNR s regulated maximum personal effective dose limit of 20mSv/a; more specifically, 15mSv/a gamma radiation requirements; which leads to a 5mSv/a limit for ionising particulates, consisting of LLa of 2.5mSv/a and SLa of 2.5mSv/a which governs the concentration of ionising particulates permitted in the airstream: and the concentration of particulates directly influences the amount of air required to be circulated in the mine. A review of historic underground ventilation data showed that originally natural ventilation pressure by prevailing winds, ambient air temperatures and the topography promoted a nominal and variable air flow, but as the mine deepened, ventilation fans were installed and upgraded to a capacity of approximately 45m 3 /s in A theoretical ventilation performance model of the existing mine ventilation circuit was developed and compared with the data from a 2011 ventilation survey, with excellent correlation. The current main air intake is the existing service decline providing a downcast potential of 45m 3 /s at an airspeed of 7m/s. The shaft will be stripped and used in the new mine plan as an upcast airway with a capacity of 165m 3 /s. The advantages and disadvantages of air transmission directed up or down the stopes were determined through stope simulations combined with ventilation modelling in VENTSIM software. Based on these studies the mining and stoping layout has been split into sections specifically designed to concentrate stopes in proximity to each other to assist in ventilation management, particularly with respect to dilution requirements and concentrations of radon and thoron gases. All stope configurations have been radiologically and toxicologically modelled and a configuration of three stopes in series set in three stope lines in parallel, was found to be compliant for planning purposes. The format of the stope air supply was investigated in trade-off studies comparing a single bottom level air entry versus an upper or lower main entry with additional make-up air supplied via interlevels. Approximately ten ventilation models were compared with various combinations of upcast and downcast layouts with differing air supply possibilities. The model predictions extended to the particular conditions operating in each year of production and estimations of the air flow and equipment requirements were developed within the NNR guidelines. A series of air quality indices were determined based on the following criteria:- the Occupational Health and Safety Act definitions of toxicological burdens of nonionising particles and gases expressed as the Air Quality Index (AQI tox); the NNR and International Atomic Energy Agency (IAEA) exposure limits for airborne ionising particulates which is termed a Derived Air Concentration (DAC)(AQC ions); and the human carcinogen index (AQI carcin) which relates to LLa and SLa s, alpha quartz and diesel particulate matter.

161 June The ventilation model included the requirements of the air quality indices and the final optimised air quantity required for safe management of the indices is summarised in Table 43:- Table 43 : Target Mine Air Quantities MINING STAGE REQUIRED AIR QUANTITY FOR DAC (m 3 /s) REQUIRED AIR QUANTITY FOR AQI tox (m 3 /s) REQUIRED AIR QUANTITY FOR VENTISIM (m 3 /s) PREMITTED AIR QUANTITY MINE LIMIT (m 3 /s) OPTIMAL DESIGN AIR QUANTITY (m 3/ s) Historic Central Mine Area Start-up production in east and upper central mining area Year 3 in east and upper central mining area to Year 7 in east, central and west middle levels After 10 years in east, central and west lower Source : Sound Mining 2014 A volumetric circulation of 240m 3 /s of air is necessary to ensure compliance with the safety guidelines, which translates to a high air to tonnage ratio of 40m 3 /s per ktpm, reflecting the difficulty of ventilation of the operation. The air demand is physically governed by airway capacities which were sized to align with mining requirements and can be adjusted as part of future design optimisation if required. The mine airway capacity has been designed to be able to accommodate up to 250m 3 /s. Air flow circuit for the LoM will be controlled by two surface fan installations, each with a capacity of 150m 3 /s; located within the eastern portion of the mine. The planned decline ramps will act as the primary air intakes and some air will be allowed to enter the circuit, in a controlled fashion, through the existing current old mine area. The ventilation networks have been aligned to the LoM production schedule. All models and ventilation scenarios have been corroborated using VENTSIM ventilation network modelling software. The LoM ventilation plan is robust and flexible enough so that it can be modified to redirect air as required. The shallow nature of the mine permits supplementary intake and return airways to be provided by additional raise-bore holes to surface should the need arise. The upcast air which will be released to atmosphere will contain radiological contaminants and a variety of toxins to at least 250 times the Public Exposure Limit (PEL) particularly with regard to radioactive and carcinogenic substances. Prevailing wind direction studies suggest that the upcast contaminants will be directed towards the intake airways for a significant portion of the time. Gaussian plume dispersion modelling has been applied to the fan emissions and shows that the uncontrolled emissions will create a touch-down plume and confirms the need to apply control measures at the surface fan discharge. Such remedial options investigated included air scrubbing, air filtration, dust settling and suppression by water sprays, all of which proved too costly or inefficient. An air blending option has been selected as the optimal control measure and provides suitable levels of safety in the emissions. Current studies suggest that the risk of emissions being re-circulated is low but requires detailed modelling of wind and fan discharges to evaluate to the probability and severity of the risk Mining Study Conclusions and Potential Optimisations The Steenkampskraal Mine has been planned as a small underground mining operation incorporating the Central Historic Mine Area, which will deliver a maximum of 11ktpa of RoM. Appropriate mining methods have been selected for the mineralisation, namely conventional down dip stoping and long hole open stoping, both of which are well understood and widely practised in South Africa. A 13 year LoM plan has been prepared which plans a total of 807kt of RoM and 292kt of development waste. Supplementary material in the form of historic ballast, mud and rehabilitated rock from planned existing ore drives is included in the mine plan. Separate dilution models have been developed for the different mining methods.

162 June Geotechnical guidelines for the design and layout of the stoping layouts have been established based on historic, as well as new empirical measurements and observations. Further optimisation of pillar designs, mining extraction ratios and secondary and additional support requirements may be possible as the operation is developed. The laboratory geo-mechanical testing of UCS and tensile strength of samples will require completion and an ongoing geotechnical monitoring programme to support the opening of the Steenkampskraal Mine must be completed. The radiological modelling and ventilation studies have shown that the Steenkampskraal Mine underground mining operation can be operated safely and in an environmentally acceptable manner if the designed ventilation controls are maintained, the recommended radiological mitigation practices are applied and the principles of radiological exposure time management are enforced on all workers, operators and employees. The levels of capital and operating cost estimated for the mitigation of forecast radiological loads over the LoM can be further optimised during the execution phase of the project. The ventilation model has determined that the ventilation circulation ceiling is 240m 3 /s; which is currently imposed by mine geometry and airway size, and can be increased if required through the strategic placement of additional raise bore airways and the resizing of intake airways. Previous investigations have measured airflows but not included mine air pressure surveys and therefore an updated air quantity and pressure survey is necessary to support future design. The measurement of pressure differentials will give insight into the expected air leakage quantities and routes in the ventilation circuit. In addition, in stope airflow modelling will be required to optimise and promote rapid dispersal and removal of contaminants. A comprehensive ongoing Occupational Health Monitoring Programme is essential and will require a three-tiered monitoring programme to address radiological exposure, toxicological exposure and carcinogenic exposure. The feasibility study incorporated modelling of all these aspects but additional studies will be required to generate an optimised estimate of radiological load mitigation costs over the LoM. Although commercially available monitoring systems are available to track and monitor radiological, toxic and carcinogenic exposures, the final monitoring system and system implementation will be customised specifically to the Steenkampskraal Mine case. A surveillance system will be required to monitor the movement of radioactive material throughout the mine which will permit control of moved material, understanding of the radiological load of the blasted material and management of individual radiological exposure. Studies undertaken regarding the control of emissions from the ventilation fans have indicated that unmitigated emission will result in radioactive plumes from the exhaust fans. Mitigation design will be necessary to reduce radioactive plume fallout concentrations at ground to acceptable levels and the implementation of dilution at source principles has been determined as the most efficient and cost effective solution. Modelling of the plume dispersal characteristics from the exhaust fans at the various intake localities will be necessary. Potential exists for the extension of the decline ramps into deeper areas of the mineralisation, if exploration has confirmed the presence, nature, extent and grade of the mineralised monazite vein at depth. 16. Recovery Methods NI Item 17 The process flow design, as well as the Metallurgical and Hydrometallurgical Plant design and costing was undertaken for the Steenkampskraal Project by independent consultants ULS Mineral Resource Projects (Pty) Limited (ULS Mineral Resource Projects). The design was independently reviewed by Qualified Person Mr R Heins of Benu Consulting (Pty) Limited and the results of the review were presented to GWMG in a document entitled Steenkampskraal Monazite Mine: Preliminary Design Review (April 2014). The process plant design and costing was developed through the following iterative processes:- consolidation of the bench-scale and mini-pilot plant metallurgical testwork results into a suitable base case process flow design;

163 June development of the mass balance, water balance and reagent requirements for the selected process flow; equipment selection and sizing undertaken in sufficient detail to provide engineering information for capital cost (capex) and operating cost (opex) estimation at an accuracy of ± 15%; and evaluation of the economic efficiency of the base case design in a discounted cash flow model which highlighted that the base case could be optimised through various design and infrastructure modifications. Design modifications were undertaken and the results incorporated into an overall optimised plant design which was included in the economic analysis of the Steenkampskraal Project Feasibility Study Process Description and Design Parameters NI Item17 (a), (b) The fundamental premise upon which the process plant design is based was the GWMG requirement for an annual production of 5,000tpa TREO+Y 2O 3. The optimised process flow design comprises the following basic elements as summarised in Figure 37 which are discussed in detail in Sections 16.1 and 16.2 below:- the delivery of the mined bulk material to surface RoM stockpiles; the transfer of the RoM and historic surface rock dumps and TSF material to the Metallurgical Plant (front end) which comprises:- o o a front end comminution circuit comprising a crusher plant, fines handling circuit and milling circuit; a concentrator plant comprising a DMS and magnetic separation units which produce an REE mineral concentrate feed for the Hydrometallurgical Plant; a Hydrometallurgical Plant comprising the following circuits:- o o o o o o o a sulphuric acid bake to produce a TREE sulphate solution from the REE mineral concentrate; a double TREE sulphate salt precipitation stage at which point the LREE and HREE concentrate streams separate; a caustic conversion of the TREE in the double salt precipitate to TREE hydroxides; a selective hydrochloric acid leach to remove cerium and thorium; removal of copper and other impurities from the HREE stream; removal of radium, lanthanum and actinium from the LREE stream; and precipitation of a mixed REE carbonate product from both purified streams. The Steenkampskraal Process Plant will be constructed in two phases in order to reduce initial capital funding requirements. The surface historic TSF material is a simple and readily available plant feed which can be treated at low operational costs and can provide early revenue for the project. Therefore the strategic decision was made to construct the Hydrometallurgical Plant and milling circuit first, which will treat the historic TSF material in the first year of production (Year 1, Table 85), while the new access portals to the underground mine are developed and the Metallurgical Plant is constructed to be ready for the treatment of the underground RoM once the mine is in operation. The process flowsheet is designed on technically robust, proven unit processes used in the mineral processing industry. The unit processes are however combined and housed in such a manner as to minimise the risk of radiation. The specific design criteria for the Metallurgical and Hydrometallurgical Plants are summarised in Table 44 and the process plant design capacity was undertaken to accommodate the following aspects of the project:- underground RoM delivery ranging from 30,000tpa in the ramp-up stage, to an average steady state production (Year 3 to Year 11) of 76,000tpa, a maximum production of approximately 97,000tpa in Year 7 and an end of project life production of less than 5,500tpa (overall LoM average of 65,574tpa);

164 June in addition to the underground RoM, surface historic TSF material is processed largely in Year 1 (Table 85) and the surface rock dumps are processed once the Metallurgical Plant is completed; dilution of the mineralised monazite vein material in the RoM varies from 20% to 80%, with a design base case of approximately 35% and a LoM mine plan recovery rate of 79.1%; and the process plant must be able to process RoM comprising almost 100% mineralised monazite vein material. The throughput capacity of the Metallurgical Plant is extremely flexible in order to accommodate the expected variability in the mining RoM delivery and dilution rates. The mine design was based on a steady state nominal average delivery of 76,000tpa diluted RoM to the Metallurgical Plant (Table 44), but the extra design capacity of the crusher plant permits processing of approximately 146,000tpa diluted ore. The extra design capacity is in part due to the small feedrate requirements of the crusher plant which is considerably below the specifications for the smallest crusher plant equipment available. Both the crusher plant and the DMS can process 146,000tpa and the DMS will act as the buffer for the varying feed rates and mining dilution and will supply a mineral concentrate average feed rate of 18,454tpa to the Hydrometallurgical Plant. Table 44 : Steenkampskraal Process Plant General Design Criteria PARAMETER UNITS VALUE Metallurgical Plant (nominal value based on Hydrometallurgical Plant hours of operation) Front End - nominal design RoM production rate* tpa 76,000 Crusher Plant - annual operation (excluding holidays) days 351 Crusher Plant - daily operation hrs 8 Crusher Plant - availability % 85 Crusher Plant - utilisation % 90 Crusher Plant - actual operating days days 268 Concentration Plant- nominal design annual processing rate tpa 62,882 Concentration Plant- daily RoM processing rate based on Hydrometallurgical Plant working days tpd 210 Concentration Plant- hourly RoM processing rate based on Hydrometallurgical Plant hours of operation tph 8.73 Concentration Plant- availability % 90 Concentration Plant - utilisation % 95 Concentration Plant - daily operation based on Hydrometallurgical Plant operation hrs Mineral concentrate annual production tpa 18,454 Mineral concentrate mass pull % 29.3 Concentration Plant - annual tailings production tpa 44,428 Product grind size (100% passing - p 100) µm 45 Hydrometallurgical Plant Hydrometallurgical Plant - annual concentrate processing rate tpa 18,454 Hydrometallurgical Plant - annual operation days 300 Hydrometallurgical Plant - daily operation hrs Hydrometallurgical Plant - availability % 90 Total LoM feed to plant determined after mine schedule completion and including all supplementary material t 918,474 Calculated annual feed to plant including supplementary material over 13 years LoM tpa 70,652 Source : ULS 2014 *design processing rate through front end but which can be increased to 146,000tpa Metallurgical Plant Feedrate Flexibility In order to accommodate the expected variability in dilution of the mineralised material and the mining weekly operation cycle, the front end of the Steenkampskraal Process Plant was designed with throughput flexibility and extra capacity. Based on the density differential between the waste rock and the mineralised monazite vein material and other high density fractions, the DMS section acts as a buffer which moderates the effect of feed dilution and generates a steady high density concentrate feed to the Hydrometallurgical Plant. The remainder of the feed mass reports to the DMS tailings section, for which space has been allocated in the plant site plan. The design is such that the front end section to cope with large feed rate and feed dilution fluctuations dictated by the mining envelope.

165 June The design nominal steady state throughput is 62,882tpa, however there is sufficient capacity to accommodate up to 20tph (approximately 146,000tpa) Metallurgical Plant - Comminution Circuit A standard load, haul and dump operation will bring the drilled and blasted material out of the mine to various destinations namely the waste dump, the low grade stockpile or the high grade stockpile (Figure 38). The mineralised material will be transferred from the either the low or high grade stockpile (48 hour surge capacity) by front end loader and dumped into a feed hopper. The hopper feeds a 2-stage crushing circuit which will consist of two main structures, one for the primary crusher and sizing screen and the other for a secondary crusher. The comminution plant consists of a two stage, open loop crushing system in which the RoM will be fed onto a static screen, and into a hopper, which feeds a two stage crushing circuit comprising a primary jaw crusher and secondary cone crusher (Figure 37). The product from the primary jaw crusher reports to a classification screen and is separated into three size fractions, namely +12mm, -12mm+1mm and -1mm material. The +12mm crushed RoM will be conveyed to the secondary cone crusher for further crushing and returned to the sizing screen. The -12mm+1mm size fraction will be stored in two, 240t crushed RoM storage silos which each provide a 63hr buffer storage capacity ahead of the concentration plant DMS unit operations. The -1mm size fraction from the crusher plant screening operation, will report to a fines handling system for further processing. The -1mm crushed RoM material will be combined with the slurry produced in the mining operation and passed through a fines handling circuit, located in the milling circuit structure, where gangue material is removed via LIMS and wet high intensity magnetic separation (WHIMS), with a filter press for removal of non-magnetic material, two classification cyclones, and various screens, pumps and transfer vessels. The product slurry will be retained in a buffer storage vessel and thereafter, the slurry will be fed to the mill sump from where it will be fed into a two stage grinding/milling circuit. The comminution circuit will operate 8hrs per day (Table 44) and can easily accommodate all of the designed RoM delivered by the mining operation. The circuit includes a comprehensive dust suppression system consisting of a series of water tanks, pumps, and nozzle arrangements, used to ensure no radioactive materials become airborne. The radioactive dust is removed from the water, which is then recycled and used as process water Metallurgical Plant Concentrator Circuit The -12mm+1mm material will be transferred from the crushing circuit storage silos to the concentrator circuit which includes a DMS plant in which a dense media cyclone separates the low density gangue material from the denser REE bearing concentrate. The DMS product will be conveyed to a buffer storage bin and thereafter fed, at a controlled rate, to the grinding or milling circuit. The DMS rejects will be utilised to cap the residue containment ponds (RCPs). The upgraded mineralised material in the buffer storage bin is then fed, at a controlled rate, to the milling circuit. The milling circuit will reduce the solid size from 100% -12mm to a target of 100% - 45µm. The milled solids are discharged into the mill discharge sump where it is combined with the solids from the fines handling circuit. The resulting slurry is pumped to the classifying cyclone with the underflow returning to the milling circuit. The remainder of the solids from the classifying cyclone are sent through a magnetic separation circuit to remove magnetic fractions which results in a slurry containing the concentrated REEs. The concentrate will be sent into a thickening circuit and then to the Hydrometallurgical Plant area, which will be access controlled. The water overflowing from the thickener will be recycled as process water and will be reused in the DMS and crushing plants.

166 STEENKAMPSKRAAL PROCESS PLANT FLOW DESIGN MINE Historic TSF Stockpiles Emergency Stockpile Historic Rock Dump Double Salt Precipitation and Caustic Conversion Na2SO4 Double Salt Precipitation Heavy REE stream Heavy REE Circuit Thorium, Iron and Aluminium Precipitation Lime High Density Waste Slurry RoM Milling and Fines Fines Handling System Milling Concentrator Circuit Low Density DMS LIMS -1mm Dewatering Water re-use Crushing and Screening Primary Crushing -80mm Secondary Screening -12+1mm +12mm Acid Baking Secondary Crushing Sulphuric Acid Bake Mixing H 2 O Leach S L H2SO4 H 2 O TREE Suphate solution Recycle Na 2 SO 4 Evaporation High Quality Water L S S L Double Salt Conversion to REE Hydroxide L S Drying NaOH Hydrochloric Acid Leach and Radium Removal Radium Precipitate HCl Leach Radium Removal S L HCl H2SO 4 and BaCl2 Light REE stream Effluent Neutralisation Th, Ce RCP Polishing IX Light REE Carbonate Precipitation L S Copper and Base Metal Storage L S Copper and Base Metals Precipitation Rare Earth Carbonate Product S Light REE excl. La/Ce/Ac L Na2CO3 Lanthanum/ Actinium Removal Recovered REE Carbonate Packaging Heavy REE Carbonate Precipitation S L Thorium, Iron and Aluminium RCP La/Ac/Ce Carbonate Precipitation La, Ce, Ac Storage Steenkampskraal Project RCP Source: ULS Mineral Resource Projects Radium Precipitate Storage TSF DMS LIMS RCP Na SO 2 4 Tailings Storage Facility Dense Medium Separation Low Intensity Magnetic Separation Residual Containment Pond Sodium Sulphate LEGEND Na2CO 3 Sodium Carbonate H2SO 4 Sulphuric Acid H2O Water NaOH Sodium Hydroxide HCl Hydrochloric Acid BaCl 2 Barium Chloride REE Rare Earth Elements U/g Underground S L Solid/Liquid Concentrate stream Ac Ce La Actinium Cerium Lanthanum VMD1445_GWMGSteenkampskraal_2014 Figure 37

167 June The concentrator plant design was nominally designed at a throughput of 76,000tpa, but both the crusher plant and the DMS can process almost twice this capacity up to 146,000tpa. The DMS will act as the buffer for the varying feed rates and mining dilution and will theoretically supply an average annual mineral concentrate feed rate of 18,454tpa to the Hydrometallurgical Plant as indicated in the mass balance presented in Table 45. The mass balance provided in Table 45 is based on mini-pilot plant testwork performed at Mintek but the applicability of the mass balance to the actual Steenkampskraal Process Plant will depend on the head feed grade, the mining dilution and metallurgical characteristics of the process plant feed. Table 45 : Design Mass Balance for the Steenkampskraal Process Plant PROCESS PLANT CIRCUIT MASS (% RoM feed) TONNAGE (tpa) CONCENTRATE GRADE (%TREO+Y 2O 3) CIRCUIT OR STAGE RECOVERY (%) TPA TREO+Y2O3 Diluted RoM , ~ 5,644 Lanthanum in the RoM 1,173 Cerium in the RoM 2,556 Saleable - Recovered REO+Y 2O 3 in RoM 1,915 Metallurgical Plant Fines handling circuit feed , ~ 1,915 Fines handling circuit gangue 5.5 3,474 ~ ~ ~ Fines handling circuit product , ,006 DMS feed , ~ 4,631 DMS gangue ,741 ~ ~ ~ DMS product , ,606 Milling feed , ~ 5,580 LIMS feed from mill 19, LIMS gangue 1225 ~ ~ ~ LIMS product , ,552 Hydrometallurgical Plant Hydrometallurgical feed , ,552 Hydrometallurgical Plant co-products remaining on site 71.8 Recovery of Hydrometallurgical Plant 86.4 Total mixed REE carbonate to toll treatment (excluding 8t unremoved La and Ce) ,560 various recoveries 1,560 Toll treated saleable weighted average recovered REOs ,516 Overall plant recovery before toll-treatment 85.0 Overall recovery after toll treatment 83.0 Source : ULS Hydrometallurgical Plant The dewatered product from the concentrator plant will constitute the feed to the Hydrometallurgical Plant, which will be an annual steady supply of approximately 18,454tpa REE concentrate at a grade of ±30% TREO+Y 2O 3 (or 25% mass by mass m/m TREE)(Table 44 and Table 45). The plant will operate 24hrs per day with surge storage capacity to allow for planned and unplanned stoppages and maintenance. The plant is planned to operate 365 days a year subject to plant utilisation and availability. The hydrometallurgical Plant is located inside a covered facility with access control to provide sufficient radiation risk monitoring and management. The historic TSF material to be processed in Year 1 is lower grade than the RoM and in order to permit treatment of the TSF material the acid cracking/baking and water leaching process units have been oversized in the design. The process flow design for the Hydrometallurgical Plant is illustrated in Figure 37 and is specifically designed to remove the low value REEs cerium and lanthanum, as well as various impurities and most importantly to remove radioactive elements such as radium, thorium and actinium for safe-storage. The Hydrometallurgical Plant was designed to produce 5,046t TREO+Y 2O 3 in carbonate form (translating to 5,000tpa after toll treatment), however the removal of the lanthanum and cerium means that the carbonate product from the Hydrometallurgical Plant sent for toll treatment will not be a TREO+Y 2O 3 carbonate but will comprise a nominal 1,512tpa (19,661t LoM) of a mixed saleable Recovered REO+Y 2O 3 which excludes lanthanum and cerium.

168 June The Hydrometallurgical Plant will comprise the following:- a sulphuric acid crack\bake in which the REE minerals are cracked in hot sulphuric acid to produce a solid REE sulphate. The temperature of the acid bake (280ºC for three hours) and the optimal quantities of sulphuric acid to be used, were determined in trade-off studies undertaken as part of the metallurgical testwork; a water leach in which the solid REE sulphates from the sulphuric acid crack are dissolved to produce a sulphate solution containing all the REEs; a double salt precipitation circuit in which optimum conditions were selected from the bench scale and mini-pilot plant testwork. The REE double salts (NaREE(SO 4) 2) are precipitated by addition of sodium sulphate to the water leach liquor after the sulphuric acid crack (Figure 37). The LREE and HREE streams split after the double salt precipitation with thorium deporting to both streams and most of the impurities such as copper (Cu), aluminium (Al), silica (Si), phosphorous (P) and iron (Fe) deporting to the HREE stream. The LREE stream includes greater than 99% of the LREEs with an additional 30% of the HREEs; the LREE recovery circuit includes conversion of the LREE double salts to hydroxides and drying so that cerium hydroxide can be selectively removed in a hydrochloric acid leach (see Section ). Thorium and low value cerium remain in the leach residue. The thorium residue contains the non-saleable cerium and both products will be stored in the underground radioactive material storage vault. Separation of the cerium from the thorium is possible should future cerium prices warrant the cost of separation; the HREE recovery circuit also includes a thorium removal stage which consists of thorium, iron and aluminium precipitation by the addition of lime to the double salt precipitate mother solution (Figure 37). In addition, copper and base metals are also precipitated from the solution; the LREE stream specifically includes a solvent extraction process to separate lanthanum and the closely associated radioactive element actinium from the other LREEs. A process can be developed to separate the lanthanum from the mixed La/Ac carbonate should prices permit economic recovery of the lanthanum; both the LREE and HREE streams pass through a final precipitation circuit to produce a LREE and HREE Recovered REE carbonate product that will be despatched to a toll-treatment facility for further separation General Process Plant Infrastructure and Reagents NI Item 17 (c) The detailed Steenkampskraal Process Plant infrastructure is provided in Section 17 and the plant site layout relative to the mine portals is presented in Figure 32. The process plant is located north-northeast of the eastern mine portal and the site contains water storage facilities, facilities for reagent storage and preparation, steam generation from a self-contained acid generation plant, power generation through a combination of photovoltaic arrays and diesel generators, as well as facilities for water treatment and tailings disposal in RCPs (Residue Containment Ponds). The enclosed Hydrometallurgical Plant includes:- tanks for re-pulping, neutralisation and precipitation; filters, the required pumps and sump pumps; a sodium sulphate recovery process unit which recovers the sodium sulphate for reuse within the process (Figure 37) and produces the bulk of the high quality process water used within the plant;

169 June reservoirs and storage bins for reagents storage and distribution; and safety showers and eyewash stations will be placed in different areas of the hydrometallurgy building for rapid access if required; The majority of the reagents, namely sulphuric acid, hydrochloric acid, hydrated lime and sodium hydroxide, will be stored prior to distribution in a designated storage area to the northwest of the Hydrometallurgical Plant site (Figure 38). Adjacent to the reagent storage area will be the diesel storage, heavy fuel oil storage and the generator hall. The water supply to the plant will be sourced from the identified supply aquifer by a three borehole wellfield. Borehole pumps will transfer the water to a raw water pond and thereafter to two storage tanks, namely raw water tank 1 supplying water to the existing reverse osmosis plant and raw water tank 2 supplying water to the mining operation, metallurgical plant and a new reverse osmosis plant. The existing reverse osmosis plant will receive its feed from raw water tank 1 and will be dedicated to producing the potable water for the site, as well as top up water for the utilities and approximately one third of the top up water for the high quality process water (HQPW) system. The new reverse osmosis plant will be used to provide the remainder of the HQPW system requirements. The brine from the reverse osmosis plants will be used for mining top-up as well as dust suppression in the comminution circuit. The tailings produced from the Hydrometallurgical Plant will be pumped to the RCPs. The solids will be dewatered via filter presses and then disposed of into the RCP. The filtrate will be utilised for dust suppression and mining water. The mining site domestic waste will be treated and the water produced will be sterilised and used for road dust suppression. The process plant offices, training room, washrooms, laboratory, control room, and workshops will be located adjacent and outside the hydrometallurgy plant controlled area Process Plant Operational Plan A total of 178 employees (are required for the Steenkampskraal Processing Plant and infrastructure based on an operational schedule of 24hrs/day, 7days/week and 52week/year. The schedule allows for the following working terms:- yearly compensated employees: a standard 40hrs/week, 8hrs/day and 5days/week Monday to Friday; and hourly compensated employees: 12hr shifts as part of a two-week repeating schedule; the first week working four days, followed by three days off, the second week working four days followed by four days off. Activities such as the mine operation, process facilities operation and the laboratory that require 24hr/day operations will be split into four shifts of employees working 12hr shifts. Mine maintenance, hauling plant feed between the high grade stockpile and the crusher, and crusher operations require a 12hr/day, which is split into two 12hr shifts. Table 46 : Manpower Requirements for the Steenkampskraal Processing Plant PROCESS PLANT GROUPING NUMBER OF EMPLOYEES Executive Department 7 Concentrator Department 76 HR Department 4 Purchasing Department 8 Staff Camp Department 23 Risk & Environmental 35 SMM Owners Team 25 Subtotal 178 Mining and Other Support Staff 230 TOTAL 408 Source : ULS Mineral Resource Projects 2014

170 To Mine Entrance STEENKAMPSKRAAL PROCESS PLANT LAYOUT To Construction/Staff Accommodation Sulphur Burning and Acid Generation Plant Predominant wind direction Genset Diesel Storage Plant Domestic Waste Laydown Area Rare Earth Carbonate Store -3,428,000 La & Ac Residue Containment Pond Residue Containment Pond Year 1&2 Reagent Storage -3,428,250 Thorium Residue Containment Pond Utilities De-contaminated Solid Waste Handling Facility ROM Feed Bin ROM Stockpile Low Grade Stockpile Interim Storage Facility Laboratory Secondary Crusher Silo Storage Main Stores & Store Offices Primary Crusher Hydromet Plant Workshop Change House DMS Structure DMS Waste Stockpile Milling Structure Central Operations Control Room Operational Plant & Mine Admin. Offices Future Separation Plant Virgin Rock Dump Residue Containment Pond Year 3&4 Residue Containment Pond Year 5&6 Residue Containment Pond Year 7&8 Residue Containment Pond Year 9&10 Steenkampskraal Project Buffer Zone Heavy Machinery & Equipment Store Disaster Management Centre Storm Water Control Pond Ore Body Source: ULS Mineral Resource Projects -35,250 Eastern Portal -35,000-34,750 VMD1445_GWMGSteenkampskraal_2014 Figure 38

171 June An initial Emergency Response Plan has been developed which will require updating for the construction and operational phase of the project in compliance with the NNR regulations. The updated plan will be an operations guide to all procedures and courses of action that should be followed in the case of a mine emergency or emergency on access road to the mine site. The plan identifies those responsible for taking action immediately after the discovery of and during the response to an emergency, as well as their respective duties Process Plant Supply and Logistics The operation of the Steenkampskraal Process Plant and surface infrastructure will require the utilisation and consumption of various fuel and chemical products, as well as other types of consumables, most of which will be delivered in bulk to the operating site. A low complexity of logistic modelling will be required to ensure continuous and effective operation of the site throughout the entire project life. However, most of the products and consumables needed for the operation of the site will be transported over long distances and therefore the implementation of appropriate logistical procedures will be important. First procurement logistics will be in place and will consist of market research, operation requirements planning, suppliers management, ordering and order controlling. The objective will be to maintain the autonomy of the operation and minimising procurement costs while maximising security within the supply process. Production logistics will ensure that each operating unit will be supplied with the correct products and consumables in the appropriate quantity and quality at the required time. A proper warehouse management system will also be set up in order to adapt to any situation that can arise by making a lastminute decision based on current activity and operation status Sulphur Burning/Acid Generation Plant The Hydrometallurgical Plant requires significant quantities of sulphuric acid for the leach processes and the inclusion of an acid generation plant has the benefit of significant cost reduction as it negates the necessity for costly transportation of sulphuric acid to site and also provides heat and steam directly to the process plant with concomitant power cost reduction. Elemental sulphur is to be imported and transported to the project site. The sulphur is melted before it is pumped at a predetermined constant rate to a sulphur burner Atomised liquid sulphur is instantaneously ignited in presence of dried ambient air in the burner to produce sulphur dioxide (SO 2). The hot combustion gases with SO 2 are passed through a waste heat boiler where high pressure steam is produced for use in Metallurgical Plant. The cooled gases are passed through a multistage, catalysed conversion system with appropriate interstage cooling equipment where SO 2 is converted to SO 3. Sulphuric acid is produced by the absorption of SO 3 from the converter into H 2SO 4 with an optimum concentration of at least 98%. Addition of appropriate amount of water is continuously done to maintain the concentration. The exit emissions will be captured and neutralised through an alkaline neutralisation system Radiation Control Measures The design of the Steenkampskraal Process Plant was significantly directed by the radioactive plant feed and which was managed in the following manner:- dust suppression: the dry processing areas of the plant have additional dust suppression to the normal design and the potential of radon poisoning on this plant posed an additional health risk; plant section location and zoning: due to the differing concentrations of radioactive material expected in the different sections of the plant, different safety zones were created as follows:- green zone: areas of very low radiation levels such as the offices and workshops and as far as practical, personnel will be restricted to this area;

172 June orange zone: areas of medium radiation levels including mining areas, the crusher, DMS and DMS waste system and personnel access is reduced and monitored in this area; and red zone: areas of high radiation levels such as high grade concentrate section of the plant such as milling, Hydrometallurgical Plant and certain product storage areas. Personnel access is restricted and closely monitored in this area. barrier protection: in areas of potential exposure to radiation barrier protection will be employed which includes linings of all of the relevant vessels and piping and walls surrounding the high radiation areas; equipment drainage: radiation emitted from the plant when it is not in operation will be proportional to the mass of feed remaining the circuits and therefore all equipment has been designed to eliminate material holdup and retention; automation: the primary method of radiation prevention is to prevent/limit exposure and this has been achieved by automating the plant to a level where the operating staff requires minimal interaction with the mineralised material. Most of the operation and monitoring will be done by operators in the protected control room; and CCTV monitoring: process instrumentation is utilised to give primary feedback on the performance and operation of the plant, however in areas of the process that require visual feedback to the operators, CCTV cameras both controllable and fixed, will provide live feedback to the operating staff in a safe environment Potential Extraction of Co-products During the process of the exploration, analysis and resource estimation, detailed assay results for a number of non-ree elements were obtained that could potentially be extracted from the RoM while the main TREO+Y 2O 3 processing is being undertaken. The Steenkampskraal Processing Plant has numerous points in the flow diagram where many of these potential co-products are currently treated as impurities and are removed from the concentrate. The theoretical potential for purifying the impurities/coproducts to a marketable product has been considered at a high level by GWMG but in the absence of, or based on minimal testwork, the extraction of these co-products has not been specifically designed and costed as part of the Steenkampskraal Feasibility Study. The production extent and potential revenue from these co-products has been excluded from the feasibility study financial model. The following process routes for the recovery of the co-products are considered possible based on the current process flow (Figure 37) Thorium The in situ Mineral Resource for thorium indicates that approximately 11,700t at a grade of 2.14% ThO 2 are present in the planned mine area. Thorium and cerium are removed from both the HREE and LREE streams as a mixed product through a hydrochloric acid leach. Testwork has shown that by more aggressive acid leaching and selective thorium precipitation, it is possible to separate the thorium from cerium. To produce a marketable thorium product, a medium size solvent extraction system would be required to process the thorium precipitate. The attributable revenue from such a process would be 20% according to the existing agreements with Steenkampskraal Thorium Limited Uranium Recovery The in situ Mineral Resource for uranium is approximately 260t at a grade of 0.05% UO 2. In the present flowsheet a specific IX resin system has been included for the specific recovery of uranium. The raffinate from the La/Ac removal solvent extraction system could also potentially contain uranium which could be precipitated Scandium Recovery Scandium is reporting to the final carbonate product and it is possible to recover the scandium during the solvent extraction techniques employed by the toll-treater.

173 June Gold and Silver Recovery The gold is unreactive and reports to the water leach residue after the initial sulphuric acid bake (Figure 37). The silver reacts with sulphuric acid during the baking process to form silver sulphate. Silver sulphate is highly insoluble and will report to the water leach residue at leach temperatures close to zero. Assays have shown the presence of gold in the leach residue and a simple gravity system could be introduced to recover both the gold and silver Copper Recovery A unit for base metal extraction is included in the process flow design and comprises a unit for copper recovery as a sulphide precipitate. The copper is precipitated by the addition of NaHS Helium Recovery Prior to the discovery of helium associated with natural gas deposits in the USA, one of the main sources of helium was monazite. The helium is released during the monazite cracking stage and would be contained in the emission gases. Its recovery would require the reaction of the hydrogen with catalysts and then adsorption of oxygen, nitrogen and other gases on cooled activated carbon. The remaining gas would be very pure helium product Gallium and Germanium Recovery Gallium is commonly recovered from the waste products of aluminium recovery process using solvent extraction and ion exchange technology. Recent discussions with an IX resin supplier have indicated that they previously developed an IX resin for gallium extraction. GWMG envisages that two possible routes could be followed namely, the toll treater could modify the solvent extraction process to recover gallium or a resin column could be installed on the mine site to specifically recovery gallium. Germanium has a similar chemistry with gallium and it could be recovered in a similar manner Phosphate Recovery Risk Assessment Trisodium phosphate could be generated by the addition of sodium hydroxide to the double salt precipitate mother liquor. It forms a very distinct phase at low temperatures and could be recovered by crystallisation. A risk assessment formed part of the Steenkampskraal Process Plant design scope and included assessments and risk management activities required for the implementation phase. Hazard studies 1 and 2 were completed during the feasibility study and Hazard study 3 will be completed during the detailed design phase. Hazard studies 4, 5 and 6 will also be required for project commissioning. The major hazard study procedure ensures that all major hazards are identified, their effects have been assessed, the design is suitable and the risk from the hazard is acceptable. The project aspects considered are as follows:- statutory and environmental impact approvals, together with communication with authorities; assessment as to whether a Control of Substances Hazardous to Health (COSHH) assessment is required; constructability-hazcon which provides 27 principles to be incorporated into a Construction Health and Safety Plan; an Area Classification Review is required whenever the project is concerned with plant and equipment handling flammable gases, liquids, vapours or dusts; a Fire Prevention and Protection Review to assess in a formal manner the potential fire hazards on the plant, and to determine whether protection systems are required and if firefighting resources are available;

174 June a Paving and Drainage Review is required whenever the project involves the storage or handling of materials or the production of effluents which pose an environmental risk during normal use or emergency; electrical distribution, installation and cable routing philosophy review; plant control philosophy review of key systems; key equipment, piping and instrumentation review; noise review; materials of construction review; and layout model review Process Plant Conclusions The process design study has confirmed that the Steenkampskraal Process Plant and surface infrastructure are technically viable. The metallurgical testwork programme enabled the definition of an appropriate process flowsheet for the project which together with the additional required design parameters obtained from the extensive bench scale and mini-pilot plant testwork, were used in the feasibility design The overall plant recovery excluding the separation plant toll-treatment recovery as well as the lanthanum and cerium is 85%, which decreases to 83% when including the toll-treatment losses.. The Metallurgical Plant comminution plant comprises two-stage crushing (jaw-crusher and cone crusher), grinding/milling, classification (screens. sieve bend. cyclones), magnetic separation (LIMS and HIMS), dust suppression, dewatering (thickener), as well as various cyclones, various pumps and transfer vessels, as well as crushed-mineralised material storage silos, and slurry buffer tanks. The design is project appropriate, cost effective and a reliable solution to the anticipated fluctuation in throughput and RoM grade. The Metallurgical Plant concentrator plant incorporates: dense medium separation, pumps and transfer vessels. Due to the nature of the DMS design, it produces a consistent, high grade feed to the Hydrometallurgical Plant section. The single step unit process is cost effective and efficient. The Hydrometallurgical Plant incorporates: acid cracking/baking, acid leaching, salt precipitation, solid/liquid separation, re-pulping, drying, packaging, impurity extraction, scrubbing and stripping, reagent recovery, ion-exchange, and all necessary ancillary equipment (pumps, filters, tanks, agitators, etc). The flowsheet for the Hydrometallurgical Plant is complex but is based on known and tested technologies, which have been combined in a unique and innovative manner to accommodate the variability and risks associated with the mineralised monazite vein material. The infrastructure for Steenkampskraal Processing Plant incorporates a utilities area for compressed air (plant and instrument air), steam generation (boiler, blow-down tanks. water treatment system, etc), as well as water purification and chilling. Standard process technologies were used for the design thereby minimising any risk associated with the design. Access to the site is good and national and provincial road networks are utilised, albeit that minor upgrading is required on the latter. The electrical power supply and required reticulation power systems have been designed to provide the plant with a self-generating capacity as the connection to the national grid was found to be too costly and unreliable (see Section 17). The electrical power supply makes use of a hybrid (generator/pv) technology to supply the mine complex with 4.5MW of electrical power. All the required control systems for the process plant were considered, designed and catered for in the design and costing. Material stockpiling and materials management were designed with due consideration of plant, mining requirements and radiological risk. Tailings management is in the form of a DMS tailings stockpile and RCPs. A full life of mine duration was considered, although the project development makes use of the minimum amount of RCPs to be constructed at the start of the project.

175 June All aspects of water reticulation and site water management, namely water sources, bulk water supply, potable water supply, process water source and reticulation, RCP water, brine containment and storm water, were catered for in the design and are detailed in Section Project Infrastructure NI Item 18 The design and costing of the various infrastructure components of the Steenkampskraal Project were undertaken and reviewed by the following independent consultants:- process and surface infrastructure components by ULS Mineral Resource Projects, the process designs of which were independently reviewed by Qualified Person Mr R Heins of Benu Consulting (Pty) Limited. The results of the ULS Mineral Resource Projects study were presented to GWMG in a document entitled LP Technical Report_SMM Final ; and mining infrastructure component designs were undertaken by independent consultant Sound Mining and which were independently reviewed by Qualified Person Mr JG Taylor of Mine Quest Consult (Pty) Ltd. The results of this review were presented to GWMG in a document entitled Steenkampskraal Monazite Mine: Preliminary Design Review (April 2014) Geotechnical Investigation Three separate surface geotechnical studies have been completed by GWMG (Table 47, Figure 39) focusing on various differing study areas for the planned infrastructure of the Steenkampskraal Project over time. The most recent of these studies was completed in March 2014 (Table 47) which was based on the new Steenkampskraal Mine site layout which involved a combination of machine dug trial pits and percussion drilling over a series of predetermined priority areas (Table 48). Table 47: Summary of Geotechnical Studies Completed at the Steenkampskraal Project. COMPANY DATE SCOPE OF WORKS WORK COMPLETED Kantey & Templer Consulting Engineers Geopractica Consulting Engineers March 2014 August 2012 October 2011 Undertake a geotechnical investigation at the identified site for the Steenkampskraal Process Plant, advising on the subsoil profile and the founding, excavation and subgrade conditions. Undertake a geotechnical investigation for the erection of a proposed processing plant. Complete a geotechnical investigation for new headgear infrastructure as well as associated administration and control buildings, warehouses, stores, workshops and other ancillary structures. Five percussion boreholes, 17 JCB-type digger trial holes (till blade refusal) over the plant area and 11 30t tracked excavator trial holes (till blade refusal) over the proposed road network. Five 30t tracked excavator dug trial holes with excavation advanced to blade refusal at depths of 2.7m to 3.3m. A combination of three percussion boreholes (10-20m), 23 TLB excavated trial pits as well as dynamic probing. Table 48: March 2014 Geotechnical Work Completed on the Priority Area Investigations. AREA DETAILS No. TEST PITS No. PERCUSSION DRILLHOLES Priority 1 Plant Area 5 5 RCPs 2 - Storm Water Dam 1 - Priority 2 Haul Road 3 - Raw Brine Dam 1 - Existing Main Access Road 8 - New Aligned Section of Main Access Road 2 - Priority 3 Road to Staff Accommodation Facility 3 - Haul Road 1 - Plant Area 2 - TOTAL 28 5

176 Figure 39 Steenkampskraal Project SURFACE GEOTECHNICAL SAMPLING SITES LEGEND Water Production Borehole Potential Backup Water Production Borehole Geotechnical Trial Pit (Mar 2014, Kantey & Templer) Geotechnical Percussion Drillhole (Mar 2014, Kantey & Templer) Geotechnical Trial Pit (Aug 2012, Kantey & Templer) Geotechnical Percussion Drillhole (Oct 2011, Geopractica) Geotechnical Trial Pit (Oct 2011, Geopractica) Potential Borrow Pit Sample Area (Oct 2011, Geopractica) Not shown on main map WBH07 SKL-W1-3,428,500 SKL-W2 0 Scale Source: GWMG 350m -35,500 VMD1445_GWMGSteenkampskraal_2014

177 June The most recent 2014 geotechnical investigations revealed the following:- extensive calcretisation of the subsoils with a high degree of cementation resulting in relatively shallow blade refusals and a consistency equivalent to that of soft rock which only a large bulldozer with a ripper was capable of excavating; that 30t tracked excavator machine penetration of the subsoils proved problematic due to the high strength of the dorbank and transported soils with blade refusal depths ranging from 0.70m to 4.10m and averaging 2.50m; and that the subsurface geology consists of Namaqua granitic-gneisses and of shales and sandstones of the Besonderheid Formation to the north, both of which are covered by the Knersvlakte unconsolidated Quaternary age transported sediments. Percussion drillhole and pit profiles were found to be relatively consistent throughout the investigation area and were composed of four distinct horizons as summarised in Table 49. Table 49: Simplified 2014 Geotechnical Hole Profiles. UNIT DEPTH BELOW SURFACE (m) THICKNESS (m) MAX. BEARING PRESSURE (kpa) DESCRIPTION Surficial Sands (transported) Surface Occur in the form of recently deposited fine to medium grained variably silty sands, the in situ consistency of which is loose to medium dense. Dorbank (pedogenic) Cemented Sandy Transported Soils (transported) Clayey Transported Soils (transported) EOH / Trial Pit 300 Occurs as very dense, strongly cemented, silty fine sands. The entirety of this deposit appears as a platy structure which has locally undergone polygonal cracking and shattering. Subangular grit, ferruginous pebbles, white calcium carbonate and durinodes occur throughout this deposit. Displacive calcrete appears to have "loosened" the profile along many of the fractures; Composed of very dense to moderately cemented fine to medium grained sands which contains abundant grit and occasional cobbles and pebbles. A clayey material which occurs as very dense silty to clayey fine material. Medium and coarse grained sands tend to create a very stiff clay/sand locally. In summary the 2014 site geotechnical investigations revealed that the:- soils are largely composed of near surface pedogenic material, as well deeper naturally transported soils of alluvial origin, both of which are of a high strength and capable of supporting conventional spread footing foundations; foundations must be dimensioned not to exceed the maximum bearing permissible pressures (Table 49). Foundations exerting pressures of >500kPa should be in the form of piles, the details of which must be subject to the results of a specific geotechnical drilling investigation; bulk of the site soils are suitable for re-use as selected subgrade and structural fill which must be suitably selected and compacted; and excavation of trenches will be possible using heavy earthmoving equipment / excavators Steenkampskraal Mine Surface Infrastructure and Site Layout The Steenkampskraal Mine infrastructure and layout has been oriented in a northeasterly direction, which coincides with the predominant southwesterly wind direction of the region. The Steenkampskraal Mine offices, control room, stores and change houses are located south of the processing plant in order to minimise the potential background radiation exposure and the amount of plant generated dust which could be wind dispersed (Figure 32 and Figure 33).

178 June The entire Steenkampskraal Project/Mine site will be secured by a five strand barbed wire farm fence while a 3km long high security fence will be erected around the Steenkampskraal Process Plant with additional fencing inside the Hydrometallurgical Plant area Steenkampskraal Mine Surface Infrastructure The Steenkampskraal Mine has been planned as a conventional trackless mining operation, accessed via three surface decline ramps. All RoM will be hauled through the main eastern decline ramp (Figure 32 and Figure 33), which is the portal closest to the Steenkampskraal Process Plant. The eastern decline ramp is a key infrastructural decline ramp in the mine design which also serves as the main infrastructural artery for power cables and de-watering pipe columns. The Steenkampskraal Mine underground mining operations will be supported by a combination of surface workshops and stores as detailed in Table 50. In addition to this surface latrines will be outsourced as portable toilets. Table 50: Steenkampskraal Mine Support Surface Infrastructure. UNDERGROUND MINE SURFACE INFRASTRUCTURE TOTAL FOOTPRINT (m²) DESCRIPTION Pumps 30 Electrical 25 Store and workshop maintenance area. Stores 60 Various. Drill Rigs 100 Trackless Vehicles 500 Parking and workshop maintenance area. TOTAL 715 ROUND-UP TOTAL Staff Accommodation Facility The staff accommodation facility has been strategically located in the northwestern corner of the Steenkampskraal Project which is up wind of and as remote as possible from of the Steenkampskraal Process Plant. The facility will be capable of housing, feeding and caring for 400 people in three differing categories of accommodation, the details of which are summarised in Table 51. Potable water will be supplied by gravity means which will be stored in tanks with a combined volume of 114m³. Table 51: Staff Accommodation Facility Details. FEATURE ACCOMODATION CATEGORY TOTAL FOOTPRINT (m²) DESCRIPTION Senior Management 380 Ensuite double bedroom. Accommodation Medium (400 people) Management 6,480 Twin bedrooms sharing ensuite. Labourers 1,000 Twin bedrooms with shared communal ablution facilities. Kitchen Building (400 people) 2,092 Includes a mess hall, total seating for 400 people, scullery and storage Laundry Building 92 Complete with washing and ironing areas. Security Control Building 129 Complete with turnstile access control, reception, induction room, ablutions and control room. Lapa Facility - Recreational. Landscaped Area 3,537 Consists of a lawn area of 2,368m³, paved area of 1,890m³ and 91 parking bays Stockpiles All stockpiles will be placed on hardstands with cut-off drains engineered to channel storm water into the storm water control dam. A standard load, haul and dump operation will bring the drilled and blasted material from the mine to their respective destinations (Figure 38), i.e. waste, low grade or high grade stockpiles.

179 June Steenkampskraal Process Plant Complex A security fence is planned around the process plant area and all high radiation areas are surrounded by a 2m high concrete block wall to prevent unregulated access and provide radiation shielding to workers outside these areas. The Steenkampskraal Process Plant will be split into the Metallurgical Plant (comminution and concentrator circuits) and the Hydrometallurgical Plant, the specific infrastructure components of which are presented in more detail in Section Buildings and Structures The buildings and infrastructure of the Steenkampskraal Process Plant are summarised in Table 52 and depicted in Figure 38. More detailed layout and structural specs and details of each are available in the standalone component specialist report. The entire Steenkampskraal Process Plant will be placed under 24 hour surveillance by means of a battery of strategically located closed circuited television cameras. Table 52: Building and Structure Details of the Steenkampskraal Process Plant. BUILDING LOCATION FOOTPRINT (m²) DESCRIPTION Plant Workshop 596 (excl. wash bay and gas storage facility) Laboratory 639 Change House 1,371 Main Stores 484 Stores and Workshop (for underground) 748 (excl. wash bay and gas storage facility) Plant Office 242 Has a workshop wash bay and gas storage facility attached. An eight roomed building with a 1.0m wide concrete apron slab will be constructed around the perimeter of the building. A single storey building with 16 rooms. A 1.0m wide concrete apron slab will be constructed around the perimeter of the building. A 15 roomed building divided into four categories: female (labour), male (labour), male (skilled labour) and management. Change rooms will be composed of a series of dirty lockers, clean lockers, toilets, urinals and showers. A single storey building with 7 rooms. A 1.0m wide concrete apron slab will be constructed around the perimeter of the building. Has a workshop wash bay and gas storage facility attached. A seven roomed building with a 1.0m wide concrete apron slab will be constructed around the perimeter of the building. A single storey building with 16 rooms. A 1.0m wide concrete apron slab will be constructed around the perimeter of the building. Security Offices and A double storey building with the Control Centre on the first floor Control Centre Outside the 228 (open plan) and Security Offices (five rooms) on the Ground Floor. secure sector of Explosives Magazine the 52 A single roomed single storey building with one access point. Steenkampskraal An industrial shell composed of a covered area (386m²) with four Process Plant. work areas as well as an uncovered area (151m²). A 1.0m wide Carbonate Store 537 concrete apron slab will be constructed around the perimeter of the building. Disaster Management Centre 189 Waste Handling Facility 3,220 Transformer Bay 21 A single storey building with seven rooms and a single access point. An industrial shell composed of an uncovered 2,604m² concrete platform area (with five separate work areas) and a 616m² covered area with a radioactive wash down bay. The floor will sloped toward a sump which will contain any oil leakages generated by the transformer. Consumer Substation 129 Two 12.0m containers positioned adjacent to one another supported on plinths with a surface bed. Motor Control Centre 65 A single 12.0m container supported on plinths with a surface bed. Silo Storage - Two 4.75m diameter x 9.1m high reinforced concrete silos supported 5.1m above ground level on six reinforced concrete columns. Domestic Waste Laydown Area Existing Wash Bay Facility Fuel Storage Area Entrance to the Steenkampskraal Mine Utilities Area Main Existing Gate House Gate Source : ULS Mineral Resource Projects unknown Area has a single access point which allows for the provision of two industrial skips. Comprised of a 5.0m x 35.95m wash bay with access ramps sloped at 1:7.7 at both the entry and exit points. Silt traps collect the water and dust from the washed vehicles with the water then pumped to the existing adjacent evaporation ponds. To be supplied by an approved supplier and housed in an appropriately bunded area. The total maximum storage of diesel at the Steenkampskraal Mine will be ~49,000l. Minor upgrades planned including installation of a fire alarm system.

180 June Control System The Steenkampskraal Process Plant will have control systems that will enable the regulation of the most critical variables of the processes in order to reduce variability, increase efficiency and ensure safety. Various control loops will be implemented which will ensure the correct measurements are collected and adjustments made as required. The utilisation of a number of sensors and transmitters will allow adequate measurement of a number of variables that will be used to carry out control via programmable logic controllers which will include the control and activation of valves, pumps and other devices so as to control the value of these variables Steenkampskraal Project Power Supply, Management and Infrastructure The assessment of the power supply infrastructure for the Steenkampskraal Project was undertaken in a series of trade-off studies which considered national power supply planning, the potential development of national power transmission infrastructure and logistics versus the various options available for independent power provision (IPP). Both on and off grid power solutions were considered for the production needs. Due to the remote location of the Steenkampskraal Project and the lack of existing power infrastructure in the area, connection to the national grid was deemed too costly and too high risk in terms of delivery and reliability, and therefore was rejected as a viable option Off Grid Power Supply The primary source of power for the Steenkampskraal Mine will be a hybrid power plant comprised of:- steam generation from an elemental sulphur burning/acid generation plant (Figure 38) which will be used in the Metallurgical Plant; a battery of diesel generators (Figure 38) comprised of three 1.5MW capacity units, with a fourth backup 1.5MW unit provided for redundancy and service periods; and a photovoltaic solar farm (Figure 38) with a generating capacity of 2.7MW which will reduce dependency on the diesel generators. This will result in an overall reduction in diesel consumption and operating costs. The main surface 11kV substation will consist of a 13 panel 11kV switchboard which will feed six low voltage substations across the Steenkampskraal Process Plant, as well the mining services, surface fan stations and the 11kV overhead line that will supply the power to the contractors/construction camp, reverse osmosis plants, boreholes and the main entrance security. The diesel generators will be installed during construction but will be rented from the supplier for Years 1 to 3 and only purchased in Year 3 at a depreciated value. The photovoltaic solar farm will only be purchased and installed in Year Steenkampskraal Project Water Supply, Management and Infrastructure The assessment of the bulk water supply infrastructure for the project involved water demand estimation, water resource planning, development of bulk water conveyance, treatment and storage and reticulation. Trade-off studies were undertaken comparing three water sources, namely surface water, municipal supply and underground water supply. Surface water resources are limited in the semi-arid Little Namaqualand region and no perennial rivers arise or cross the E33D catchment in which the Steenkampskraal Mine is located. No municipal bulk water infrastructure occurs in close proximity to the Steenkampskraal Project and haulage of water by tanker from Vredendal 100km south, is unrealistic. The estimated project water requirement is approximately 565m³/day, a volume which will be within the revised WULA application volume submitted to DWA on 6 March 2014 of 1,000m³/day. A maximum

181 June water demand of 1,000m³/day will only be required during start-up and thereafter a closed water balance system will be achieved through the recycling of water Ground Water Sources The groundwater potential supply from the farms owned by Steenkampskraal Monazite Mine (Pty) Ltd (Figure 40) was calculated to be a combined ~7.5Mm³, including recharge over a 10 year period, a water resource which twice exceeds the Steenkampskraal Project water requirements of ±565m 3 /day. A field survey was completed in September 2013 to identify borehole targets to boost the supply to 750m³/day and resulted in 15 boreholes being drilled, four of which indicated the potential to provide the necessary production water volumes (Table 53). Current water requirements indicate the need for a single additional backup production borehole which, based on the water exploration results (summarised in Table 53,Figure 40) will be drilled next to WBH07 (Figure 40). This borehole will be used in conjunction with the two original Steenkampskraal Project boreholes, SKL-W1 and SKL-W2 (Table 53) to meet the project water requirements. These boreholes intersected highly fractured quartzitic sandstones of the Arondegas Formation, each with blow-yields of 10l/s equating to a combined tested capacity of ~500m³ per day. Both were equipped with submersible pumps in 2011 and are currently in use. Table 53: Steenkampskraal Identified Production Borehole Yield Details. BOREHOLE ID EOH (m) WATER STRIKES (m) BLOWING YIELD (l/s) RESTING WATER LEVEL (m) AQUIFER LITHOLOGY COMMENTS 61 WBH Fractured 66 Quartzites WBH WBH Sandstones SKL-W Planned for testing in Sandstones/ SKL-W Shales BKL Planned for testing in Blowing yields found to be at least four times lower than tested yields. Tests yielded 79m³/hr for 72 hours resulting in an 11.2m drawdown. Recovery was monitored for 18 hours and recovered to 95%. No responses noted in SKL-W1 or SKL- W2 respectively. Historic 2011 tests yielded a discharge rate of 70m³/hr for 48 hours. Planned for 2014 testing Bulk Water Supply Infrastructure and Reticulation The groundwater of the Steenkampskraal Project is saline and considered unfit for human consumption. Considering ground water is the only available source of water it must be treated to potable water standards, as well as to suit the specific needs of the service water required for mineral processing. Groundwater will be treated using two reverse osmosis plants, one of which already exists with a treatment capacity of 288m³/day (brine reject of 143m³/day) (Figure 40). On commissioning of the second 672m³/day reverse osmosis plant, the net potable water produced on site from both plants will be 481m³/day. The brine from the reverse osmosis plants will be stored in a brine water dam. The balance of the daily water demand for the Steenkampskraal Mine will be sourced from recovered process water and grey water from the change house. The bulk water will be abstracted from boreholes SKL-W1 and SKL-W2 (Figure 40) which will be pumped to the raw water dam (Figure 32 and Figure 40, Table 55) and then on to two pressed steel raw water tanks:-

182 Steenkampskraal Project Figure 40 BULK WATER SUPPLY AND HYDROLOGICAL STUDY BOREHOLE SITES STEENKAMPSKRAAL MINE WATER CIRCUIT Borehole SKL-W1 Borehole SKL-W2 Borehole* WBH07 Raw Water Holding Pond 3 (1,500m ) Raw Water Tank 1 3 (10m ) Plant Area 200 (Concentration) *Pump-tested and still to be drilled for production Supplement only Raw Water Tank 2 3 (21m ) Reverse Osmosis Plant (New) 3 672m per day Reverse Osmosis Plant (Existing) 3 288m per day Staff Accommodation Village Mine Clarification and Plant Area 100 Crushing Elevated Cylindrical Mild Steel Tank m Elevated Cylindrical Mild Steel Tank m Offices Terrace Reusable Water Waste Water Treatment Works Farmers Hydrometallurgy Plant Security Gate Complex WATER SUPPLY STUDY BOREHOLE POSITIONS -3,424,000 Rietkloof 459 Bushmans Graaf Water 68 JVW-2 JVW-4 Kruispad 72 WBH04-3,434,000-3,432,000-3,430,000-3,428,000-3,426,000 Vlermuis Gat 104 BKL-2 Brandewynskraal 69 NA-3 BKL-1 WBH03 WBH10 WBH07 Nabeep 102 SKL-W WBH09 WBH08 Steenkamps Kraal 70 RE BKP2 BKP1 SKL-EIA1 SKL-W2 SKL-EIA2 SKL-EIA3 SKL-EIA4 WBH01 WBH02 NA-2 NA-1 DR Melkbosch Vlakte 71 WBH06 Scale 2km LEGEND Secondary Road Farm Boundary Prospecting Right Boundary (Greater Steenkampskraal Project) Mining Right Boundary (Steenkampskraal Project): Steenkamps Kraal 70 Ptn1 Farm Borehole Mine Monitoring Borehole Mine Production Borehole -42,000-40,000-38,000-36,000-34,000-32,000 Source: GWMG and ULS Mineral Resource Projects, 2014 VMD1445_GWMGSteenkampskraal_2014

183 June Tank 1 with a capacity of 10m³ from which water will be pumped to the reverse osmosis plant and to the concentration plant and DMS; and Tank 2 with a capacity of 21m³ which will be used to supplement the reusable water at the mining and comminution areas as well as being pumped to the reverse osmosis plant for treatment. Treated water will be pumped to two elevated cylindrical mild steel tanks (Table 54) above the Steenkampskraal Process Plant with capacities of 15.4m³ and 20.4m³ from which the water will be gravitated to various demand nodes as summarised in Table 54. Table 54: Treated Water Storage and Reticulation Details. ELEVATED TREATED WATER STORAGE TANKS STEENKAMPSKRAAL MINE SITE COMPONENT SUPPLY SUPPLY PIPELINE SPECS. DESCRIPTION 15.4m³ Elevated Cylindrical Mild Steel Tank Staff Accommodation Facility Office Terrace Security Gatehouse Complex 75mm ND upvc 160mm ND upvc 110mm ND upvc Water will gravitate into an elevated storage take. Adequate residual pressure is available at the office terrace. Water to be stored in tanks with a capacity of 114m³. Adequate residual pressure is available at the office terrace. Water is gravity fed to three 5,000l storage tanks from where it is reticulated by booster pumps. 20.4m³ Elevated Cylindrical Mild Steel Tank Hydrometallurgy Plant Surface Water Management A series of storage and retention dams have been designed to aid in the management of surface water at the Steenkampskraal Project as summarised in Table 55, the capacities of which were determined by the process engineering requirements, with the exception of the storm water control dam which was sized based on hydrological criteria. Table 55: Steenkampskraal Project Surface Water Management Infrastructure. DAM Storm Water Control Dam Raw Water Dam Brine Water Dam DESCRIPTION A twice lined earth embankment structure to be constructed by means of a cut to fill operation. A leak detection layer system comprised of a granular filter medium will be installed between the upper and lower HDPE geomembranes with two leak detection sumps, each linked to an inspection chamber. A singly lined earth embankment structure to be constructed by means of a cut to fill operation to store uncontaminated water. No leak detection system will be installed, but will be fitted with a floating roof so as to prevent ingress of windblown contaminants and reduce evaporation. A twice lined earth embankment structure to be constructed by means of a cut to fill operation. A leak detection layer system comprised of a granular filter medium will be installed between the upper and lower HDPE geomembranes with a single leak detection sump linked to an inspection chamber. CREST WIDTH (m) EMBANKMENT SLOPE ANGLE INTERNAL EXTERNAL STORAGE CAPACITY (m³) 4 1:3 1:3 3, :1.5 1:3 1, :1.5 1:3 300

184 June DAM DESCRIPTION CREST WIDTH (m) EMBANKMENT SLOPE ANGLE INTERNAL EXTERNAL STORAGE CAPACITY (m³) Residue Containment Ponds A total of six RCP's (five plus one superfluous) will be constructed in a phased manner so as to store the estimated 120,000m³ of residue over the LoM. Each RCP will be a lined earth embankment structure constructed by means of a cut to fill operation. Each RCP will feature a leak detection layer system comprised of a granular filter medium between the upper and lower HDPE geomembrane with a single leak detection sump linked to an inspection chamber. RCP's will not be covered with the 300mm freeboard designed as sufficient provision to cater for water ingress due to precipitation. Once filled with residue the RCP will be capped with waste material from the dense media separator. 4 1:1.5 1:3 24,330 (for each RCP) Source : ULS Mineral Resource Projects Firewater System In accordance with legislative requirements the fire water system will have a standard ringmain configuration with a jockey pump incorporated to maintain a line pressure of 300kPa. An electric pump will be provided for firewater discharge and a diesel firewater pump as a standby. This system is sized to supply 300m³ of water per hour at a delivery pressure of 1,000kPa with a dedicated 600kl capacity water storage tank Waste Water Infrastructure Rotating bio-contactors shall be installed to treat all waste water, as the Steenkampskraal Project is in a remote area with no available municipal sewer connections. Treated effluent will be used mainly at the Steenkampskraal Process Plant for dust suppression. Details of the Steenkampskraal Project waste water infrastructure is summarised in Table 56 which is comprised of a combination of centralised and stand-alone systems. Table 56: Waste Water Component Treatment Systems. INFRASTRUCTURE COMPONENT DESCRIPTION Office Terrace Security Gatehouse Complex Sewer reticulation will be provided to all buildings with effluent emanating from the office terrace to be treated at a waste water treatment works package plant. Grey water from the change house will be collected in a sump for reuse and will not be discharged into the sewer reticulation system. No changes will be made to the existing sanitation infrastructure which has a full standalone sewer reticulation and septic tank system. Treated effluent is discharged into two evaporation ponds adjacent to the wash bay, the water from which is utilised at the wash bay, collected in a silt trap and pumped back into the evaporation ponds. Staff Accommodation Village Source : ULS Mineral Resource Projects 2014 Waste water infrastructure will be via a septic tank system with a solid waste water storage area with a capacity of 170m³. This waste is incinerated by the Steenkampskraal Process Plant based mobile incinerator as and when required Solid Waste Management and Infrastructure The solid waste generated at the project will be managed through the use of a:- mobile incinerator for domestic waste which will be located outside the high security area. This incinerator can be relocated to the staff accommodation facility as and when required (Table 56); and a decontamination yard for the Steenkampskraal Process Plant waste located within the high security area. This facility will be used to clean and sort all site materials such as wood, steel and plastic which will go through a wash bay and then sorted for recycling. Removal of this waste from site will be outsourced.

185 June Steenkampskraal Mine Roads A description of the differing access roads for the Steenkampskraal Project is summarised in Table 57. Road descriptions have been split between those roads on-site, i.e. within the bounds of the New Order Mining Right of the Steenkampskraal Project, and off-site, i.e. those roads falling under the management of the provincial roads authority of the Western Cape government. Table 57: Access Road Descriptions for the Steenkampskraal Project. ROAD DESCRIPTION DESCRIPTION LENGTH (km) WIDTH (m) National Route N7 State maintained and sealed national highway. As the primary access route to the Steenkampskraal Project it is driven northward from Vanrhynsdorp into Section 5 before turning eastward onto the DR Off-site Roads DR2230 (from N7 to Steenkampskraal Mine main access road) A 66.81km unsurfaced gravel road linking the N7 and the R358 which serves as a residential access road for local farmers. Road is maintained by the Western Cape government who are responsible for its maintenance, which has been infrequent. The provincial roads authority have confirmed that the road will require upgrading before the Steenkampskraal Mine reopens as it is currently regarded as a low volume gravel road that is in a relatively poor condition. The existing pavement structure is inadequate to cater for the heavy vehicle traffic generated during the life of mine. The anticipated costs required to upgrade that portion of the DR2230 in accordance with the requirements of the road authorities is R19.99m, excluding VAT Main road from the DR2230 (public road) to the Steenkampskraal Process Plant Links the Steenkampskraal Mine with the public D2230. Initially follows the alignment of the existing access road for 1.79km from the D2230 and then a new alignment for final 1.09km terminating at Steenkampskraal Process Plant security gate. Road is unsurfaced and constructed using a four tiered layerworks structure, each layer being 150mm in thickness. Stormwater managed using unlined side and mitre drains with causeways designed to accommodate 1:5 year flood events Road to staff accommodation facility An unsurfaced road which begins at the Steenkampskraal Process Plant security control point. Constructed using a three tier layerworks structures, each layer being 150mm in thickness. Stormwater managed using unlined side and mitre drains with a single causeway designed to accommodate 1:5 year flood events On-site Roads Road to the radioactive material storage vault Road to northern borehole, raw water dam and brine storage dam Road to eastern borehole An unsurfaced road which begins at the western boundary of the Steenkampskraal Process Plant. Constructed using a three tier layerworks structures, each layer being 150mm in thickness. Stormwater to be managed using unlined side and mitre drains. An unsurfaced road to follow alignment of current gravel access track to the borehole, a road which will also service the raw water dam and brine storage dam. Roads will be constructed using a three tiered layerworks structure, each layer being 150mm in thickness with stormwater managed using unlined side and mitre drains. Access will be along a new road leading to the borehole which branches from the newly aligned section of the main Steenkampskraal Process Plant access road. An unsurfaced road will be constructed using a three tiered layerworks structure, each layer being 150mm in thickness with stormwater managed using unlined side and mitre drains Haul road from the mining area to the virgin rock dump Links the decline shaft with the virgin rock dump. Road is unsurfaced and constructed using a four tiered layerworks structure, each layer being 150mm in thickness. Stormwater managed using unlined side and mitre drains. Pipe culverts will be installed where the road crosses the uncontaminated runoff catch water drain and the contaminated storm water run-off drain Steenkampskraal Mine Landing Strip and Helipad An 850m portion of the newly aligned Steenkampskraal access road has been designed to double as a landing strip for light aircraft (Figure 32). The landing strip portion of the access road will be widened to have a gravelled width of 23m in order to accommodate light aircraft. In addition a helipad has been located near to the security gate.

186 June Communications, Surveillance and IT Infrastructure Current cellular telephone reception is limited to voice only and data services are not available. The planned communication system will be via satellite link with three balancing controllers to allow for the optimal line and data capacity required. A total of 80 VOIP extensions and eight digital in/out lines will be installed with Ethernet connectivity available in each building via an optic fibre network. Onsite communication will be facilitated by the use of 2-way radios with 30 radios, repeaters, base stations and antenna s to be installed with four channel frequencies. Surveillance infrastructure to assist the security personnel will consist of ten surveillance cameras to monitor the gate house, the Steenkampskraal Process Plant and the boreholes, all of which will have pan, tilt and zoom functions. A further 20 cameras will facilitate the monitoring of mineral processing. In addition to this a fire alarm system will be installed. The plant will have one local server with backup capability based in the main mine offices server room from which all network data connections will be distributed. Server hardware will be the latest recommended specification determined by the software requirements. All office areas will have wireless network access to the server and internet Tailings Storage Facility Design Tailings management will be in the form of a tailings stockpile and RCPs with tailings produced from the hydrometallurgical process to be pumped to the RCPs as discussed in more detail in Section Solids will be dewatered via filter presses and disposed of into the RCPs with the retrieved water utilised for dust suppression and mining water. 18. Market Studies and Contracts NI Item 19 (a) The information in the following market review has been sourced with permission from Asian Metals, from various public domain websites including Mineralprices.com, Tech Metals Research, the US Department of Energy, equity analysts who have published research on the rare earth sector and ITRs on REE projects in the public domain. A detailed in house market review and forecast to 2016 by GWMG has also been used with permission throughout the following section REE Applications The rare earth elements are defined according to IUPAC as comprising a suite of seventeen elements in the periodic table, specifically the fifteen lanthanoids or lanthanides, together with scandium and yttrium, as summarised in Section 1.1. The current dominant end uses for the REEs are automobile catalysts, phosphors for flat screen displays in colour television and cell phone displays, permanent magnets, rechargeable batteries, powerful permanent magnets for defence applications and wind turbines as summarised in Table 1. Table 58 : REE Demand Application Sectors and Global Demand Estimates (Source GWMG 2014) SECTOR Catalysts, Polishing, Battery, Metal and Alloy Magnets Ceramics DOMINANT ELEMENTS La, Ce Pr, Nd, Sm, Dy Gd, Y MAIN SUB-SECTORS Fluid Cracking Catalysts (FCC), Catalyst Convertors, NiMH Batteries, Iron, Steel, Magnesium Alloys, Semiconductor and High Performance Glass Polishing, Glass additives. Bonded Neodymium-Iron-Boron (NdFeB) Magnets, Sintered NdFeB, Samarium- Cobalt (SmCo) Magnets. Structural Ceramics, Dielectric Ceramics, Lasers Phosphors Eu, Yb, Y Consumer lighting, consumer electronics DOWNSTREAM DEMAND INDUSTRIES Oil/Fuel Refining, Automotives, Secondary (rechargeable) batteries, Semiconductors, Consumer Electronics (HDTV & Tablets), Automotive Glass, "High Index" Glass. Automotive, Alternative Energy (wind), Other Motor/Generator Applications (electric bicycles, industrial motors), Hard Disc Drives, Audio Equipment, Defence and Aerospace. Turbine blade coatings (aerospace and power generation), defence power electronics, defence and consumer laser applications. Linear and compact fluorescent lighting, backlights for LCD televisions, speciality applications. GWMG GLOBAL DEMAND ESTIMATE (t REO) 61,700 23,500 6,500 8,900

187 June The REE market can be subdivided according to dominant elements, into four broad end-use application sectors, which can be considered as sectors of demand as tabulated in Table 58. There are five elements which currently are considered critical or high value elements, namely neodymium, praseodymium, dysprosium, terbium and europium with two demand sectors consuming the majority of these REEs, namely magnets and phosphors International Trade in REEs China is the main source of global REE supply, accounting for >90% of the 2012 global production of 110,000t REO (USGS 2014) and the Chinese demand also dominates several demand sectors, notably magnets. The main factor affecting international trade in REEs over the past decade has been Chinese government trade policy whereby exports of REE ores and concentrates were restricted and governed by an export quota introduced in The policies were designed to safeguard the development of downstream industries in China, to encourage foreign companies to establish their processing operations in China and to increase the value of exports. The total Chinese REE export quota has fallen by over 50% from 65kt in 2005 to 30kt in In reality the actual decline is greater, as the range of REE products included within the quota has been expanded in 2011 to include some metal alloys with an REE component above 10%. The export quota has not materially changed since REE Global Supply The global supply of LREEs is relatively balanced by demand, however La and Ce are expected to be in surplus by 2016, while the global supply of HREEs is expected to be in a shortfall position by The most significant production source of heavy rare earths is known to stem from Mongolia and southern China. In 2011, the Chinese government introduced tighter controls on emissions from REE processing plants, and in order to ensure that measures to control output and reduce emissions were realised, a process of consolidation has been taking place since 2007, with a sequence of plant closures and amalgamations in 2011 which resulted in Baotou Rare Earths controlling all rare earth processing capacity in Inner Mongolia. In the South China region, a number of companies have been involved in the consolidation process, including China Minmetals, Chinalco, Ganzhou Rare Earths, Guangdong Rising Nonferrous Metals and China Nonferrous Metals. In Sichuan, Jiangxi Copper has taken control of the three main rare earth producers and some downstream capacity. Although speculative, illegal mining of the more lucrative resources could have depleted resources which could lead to supply shortages in a 10 to 20 year period. Coupled with the moratorium being placed on the exploration and development of new resources in China, this could extend this timeframe. Several early development stage HREE projects exist which could supplement the supply in the next 2 to 3 years. The Steenkampskraal Project production, which is expected to be available for sale by 2016, will be readily absorbed into the global demand as illustrated in Table 59:- Table 59 : Steenkampskraal Project Production Versus Global Market Demand RARE EARTH OXIDE AVG. ANNUAL STEENKAMPSKRAAL PROJECT PRODUCTION (t REO) FORECAST GLOBAL DEMAND 2016* (t REO) STEENKAMPSKRAAL PROJECT PROPORTION OF DEMAND, 2016 (%) Yttrium (Y 2O 3) , Lanthanum (La 2O 3) 37,500 Cerium (CeO 2) 44,000 Praseodymium (Pr 6O 11) , Neodymium (Nd 2O 3) , Samarium (Sm 2O 3) 130 2, Europium (Eu 2O 3) Gadolinium (Gd 2O 3) 83 1, Terbium (Tb 4O 7) Dysprosium (Dy 2O 3) 35 1, Source : GWMG 2014

188 June REE Global Demand Global demand for REEs was estimated at 108,500t REO in 2012 with approximately 30% of the demand originating outside of China ( the rest of the world (RoW) i.e. non-chinese demand with Japan accounting for 16% of global demand, the USA 10% and others 4%. The world continues to recover from the 2008 global financial crisis with macro-economic factors having kept the demand sectors below forecasted growth rates during this period. A recovery in the global macro-economy is expected to spur demand, most significantly within the magnet sector. The RoW demand figures are currently supported by inventory drawdowns by consumers as the price has consistently declined for most elements during 2012 and 2013, despite global demand exceeding global supply REE Global Pricing Due to the Chinese dominance of supply and demand, REE pricing is highly dependent on Chinese policy. China has instituted domestic production quotas, export quotas, export taxes/duties, and various other forms of direct and indirect control over REE pricing. These topics are discussed in detail below, including an overview of historic price trends, factors affecting present and future pricing, and GWMG s price assumptions for Chinese Export Quotas China imposed an export quota on REE products in 2006 which was imposed without regard for the elements contained in the product, their purities, or the weight-percent content of REEs. Companies with an export license issued by the government were allowed to export a total amount of REE products by mass, however an additional 10% export duty was introduced in Quotas are issued in six month tranches to individual companies. Due to the dominance of Chinese supply in the global REE marketplace, the export quota system has produced a dichotomous price environment with lower volumes of REEs being available for export with commensurate higher prices. Conversely there are higher volumes and lower prices of REEs available inside China. These two markets are referred to colloquially as the FoB (free-on-board) or export market and the domestic market, respectively. This price dichotomy, resulting from the Chinese export quota system, gives a competitive edge to China-based companies and encourages downstream production facilities of foreign-owned companies to relocate to China to take advantage of lower-cost input material. There were drastic quota reductions in mid-2010 and early 2011, resulting in high price volatility and speculation. Additionally, in 2011 China expanded the scope of the quota to close several loopholes; ferroalloy products exceeding 10% by weight REE content were now covered under the quota. This did not apply to NdFeB magnet alloys or magnets. In 2012 China separated the export quota into allocations for LREEs and HREEs which reduced the upward pressure on LREE prices resulting from the broad export quota. The aggregate annual export quota amount has not changed significantly since Historic and Current Price Trends and Price by Demand Sector The effect of the Chinese export REE price history is summarised in Table 60 and in conjunction with Figure 41 and Figure 42, illustrates the low prices prior to Chinese export quota reductions, the affiliated price rises in 2010 and 2011 precipitated by the quota reductions and related market speculation and the resultant slow price decay to present pricing from its peak in 2011.

189 June Table 60 : REE Demand Sector Pricing History DEMAND SECTOR ELEMENT PRICING HISTORY COMMENTARY (Figure 41) Catalyst, Polishing, Battery and Metal Alloys Magnets La, Ce Pr, Nd, Sm, Dy The price curves for La and Ce are tightly linked with the effect of export quota changes evident. Prices were driven up by the supply shock and lowered export quotas with consumers responding by drawing down inventory or altering manufacturing processes. The Ce demand destruction occurred in the polishing subsector due to recycling and modified production lines. This demand sector is instructive as it clearly demonstrates the market response to quota announcements. The pricing of elements in the magnet sector experienced similar effects to those in the catalyst/polishing sector due to quota reductions. Prices have remained higher than La and Ce due to the ever evolving nature of the magnet industry which make it difficult for end users to implement substitution or demand reduction schemes. As such price decreases were not as precipitous as in the catalyst/polishing sector. Since mid-2013 there has been a price rise in the magnet sector rare earths, this likely due to an end of inventory drawdowns and a return to the market among end-users. Phosphor Ceramic Eu, Yb, Y, Tb Gd, Y Source : GWMG 2014 This sector requires high-purity elements with additional co-precipitation steps following conventional solvent extraction separation. These elements experienced proportional increases in prices similar to other elements following export quote reductions. This sector experienced price volatility following the same trends associated with Chinese export quota reductions. Prices of Y have returned to their approximate 2010 levels while Gd prices are higher Present Price Trends The effects of the price spike in 2011 continue to affect the market with sluggish demand in both China and the RoW. Many end-users are opting to deplete inventories, or keep them at a minimum, while awaiting further price reductions, rather than purchase outright from the market. Chinese suppliers, notably state-owned enterprises, such as Inner Mongolia Baotou Steel Rare Earth High Tech Co. Ltd., have in the past suspended production in an effort to support prices. The Chinese government has also engaged in stockpile purchases to support the market and Chinese domestic pricing for separated oxides is beginning to drive separators in China to the breakeven point or below. Recent rare earth prices are presented in Figure 41 and Table 60. Table 61 : Trailing Average and Current REE Prices (15 May 2014) ELEMENT PURITY SPECIFICATION (%) 3 YEAR AVG (USD/kg) 2 YEAR AVG (USD/kg) 1 YEAR AVG (USD/kg) CHINA FoB (USD/kg) CHINA DOM (USD/kg)** Lanthanum Cerium Praseodymium Neodymium Samarium Europium 99 2, , Gadolinium* Terbium , , Dysprosium 99 1, Lutetium , , , , Yttrium Source : Asian Metal with permission *Domestic price only, 3 year average calculated on domestic price **Exchange rate 0.16USD/RMB Future Price Trends Gross domestic Chinese production may continue to be restricted due to the enforcement of stricter environmental standards, reduced production quotas and government-mandated mine closures or forced consolidation with state-owned enterprises. Further export quota reductions are not expected in face of the present World Trade organisation (WTO) trade ruling against China lodged by the US, EU, and Japan.

190 Steenkampskraal Project Figure 41 REE PRICE TRENDS LANTHANUM AND CERIUM OXIDE PRASEODYMIUM, NEODYMIUM, SAMARIUM AND DYSPROSIUM Source : Source : TERBIUM, EUROPIUM AND YTTRIUM OXIDE GADOLINIUM AND YTTRIUM OXIDE Source : Source : VMD1445_GWMGSteenkampskraal_2014

191 Steenkampskraal Project Figure 42 REE PRICE TRENDS PER MARKET SECTOR CATALYST/POLISHING SECTOR OXIDE PRICING (CHINESE EXPORT) MAGNET SECTOR OXIDE PRICING (CHINESE EXPORT) Chinese Export (FOB) Price (USD/kg REO) Chinese Export (FOB) Price (USD/kg REO) Dy Export Price (USD/kg REO) La Price Ce Price Source: Asian Metal Export Quota Announcements: 1. July Jan July Jan 2012 Note secondary axis for Dy. Source: Asian Metal Pr Price Nd Price Sm Price Dy Price CERAMIC SECTOR OXIDE PRICING PHOSPHOR SECTOR OXIDE PRICING (CHINESE EXPORT) ,000 Chinese Export (FOB) Price (USD/kg REO) Y Chinese Export (FOB) Price (USD/kg REO) ,000 4,000 3,000 2,000 1,000 Eu, Tb Export Price (USD/kg REO) Source: Asian Metal Gd 4N domestic Y 5N FOB Note secondary axis for Eu and Tb. Source: Asian Metal Eu Tb Y 5N VMD1445_GWMGSteenkampskraal_2014

192 June In 2009, the Chinese government instituted government-funded stockpiles for LREEs located in Baotou, Inner Mongolia. In 2012 a similar stockpile was established for REEs in southern China, where the vast majority of global production of these elements takes place. These stockpiles are most likely a vehicle to subsidise domestic producers and support prices whose effect will depend on the level of government purchasing. A REE trading platform was established in Baotou, Mongolia in 2012, with the expectation that this would lead to greater market transparency and reduced price volatility. China also implements an internal production quota on mining and processing of REE material which is expected to remain static at approximately 98ktpa for the next several years. The production quota has conventionally been greater than domestic Chinese consumption; however, if Chinese demand reaches or surpasses the internal production quota, and the quota is not raised, then domestic prices will face upward pressure which will in turn raise export pricing. In addition REE smuggling out of China is expected to contribute at least 10,000tpa to the RoW market. China has been consistently announcing tighter controls on smuggled material and these controls combined with reductions in illegal mining, may further restrict the supply of high-valued REOs to the global market. RoW production, primarily from Lynas Corporation Ltd (Australia and Malaysia), Molycorp Inc. (11 countries), Kazakhstan and India, is expected to make RoW self-sufficient in LREEs in the next 2 to 3 years. The present imbalance in the RoW production in HREEs for the magnet, phosphor and ceramic sectors is expected to continue until at least 2016 to La and Ce are expected to be in over-supply in the next 2 to 4 years. Recovery in demand for magnet materials such as Pr and Nd could drive production targeting these elements, and further increase the over-supply of La and Ce due to the co-occurrence of La, Ce, Pr and Nd in LREE bearing minerals Pricing Guidance - Present to 2016 Present REE demand is weak with prices correspondingly low for all elements. It is anticipated that demand for REEs in the next 2 to 3 years will be impacted generally by the global macro-economy and any recovery should positively impact the RoW demand. Specific influences within the demand sectors have been tabulated in Table 62 below:- Table 62 : Future Influence on Demand by Sector (Present to 2016) DEMAND SECTOR ELEMENTS NEGATIVE DEMAND INFLUENCES POSITIVE DEMAND INFLUENCES Catalyst, polishing, battery and metal alloy La, Ce Replacement of NiMH battery technology by Li-ion in hybrid and electric vehicles Increased efficiencies and recycling in the polishing industry Increasing demand for tablets and smartphones increases aggregate demand for polished glass Molycorp s Sorbex water-filtration technology may remove a large portion of their Ce demand from the market, while potentially proving a new demand sector Increasing sales of hybrid and electric vehicles Alternative energy (wind) could prove a major demand driver (cost threshold $65-70/kg Nd metal depending on electricity rates) Increasing use of NdFeB motors in electric bicycles in developing economies and Europe. Magnet Pr, Nd, Tb, Dy Increasing replacement of hard disk drives with solid state drives Dysprosium reduction in magnet alloy formulations Ceramics Gd, Y - Possible commercialisation of new types of thermal barrier coatings Phosphors Tb, Eu, Y Source : GWMG 2014 Wider-spread adoption of LED lighting over fluorescent technology Energy efficient lighting initiatives and legislation

193 June Price Forecast Summary Due to strong expected growth rates, magnet material oxides are expected to maintain their recent recovery and stabilise, while La and Ce are likely to be oversupplied in the next several years and a decline in prices to their pre-2010 levels is expected. High-purity applications related to ceramics for oxides of yttrium and gadolinium result in price stabilisation or even increases. The prices obtained for the phosphor oxides europium, terbium, and yttrium may decrease in if Light Emitting Diode (LED) lighting becomes competitive with fluorescent lighting, as is widely anticipated. Broad factors affecting the negative and positive pricing of all the REEs are summarised below. RoW supply from Lynas Corporation Ltd. and Molycorp Inc may continue to depress realisable pricing for La and Ce; the WTO trade legal case may remove the Chinese quota, thus bringing RoW pricing more in line with domestic Chinese pricing, for some or all of the REEs; reduction of Chinese smuggled material and illegal mining may limit material available to the RoW and support prices, which will affect HREE pricing more significantly than LREE pricing; REE exchanges in China may reduce volatility; Chinese policy is allowing greater government control over the domestic industry and further production reductions may be used to support pricing; Chinese government stockpiling may be used to support pricing; and increasing environmental costs in China will raise the domestic pricing baseline, though the timeframe for full effect is anticipated to be 5 to 10 years Material Contracts NI Item 19 (b) The material contracts for the Steenkampskraal Project have been summarised in Section Environmental Studies NI Item 20(a), (c) The environmental studies and permitting requirements of the Steenkampskraal Project have been an integral and ongoing part of the project management and development since The South African governance pertaining to environmental management is undertaken in separate government departments, each with its own set of legislation, regulations and requisite study stipulations. In order to comprehend the documentation and permitting requirements of the Steenkampskraal Project, some understanding of the structure of the South African environmental governing bodies is essential. In summary, two over-arching governing authorities, namely the Ministry of Mineral Resources and the Ministry of Water and Environmental Affairs, manage and implement the national legislation with regards to mining operations in South Africa as illustrated in Table 63..

194 June Table 63 : Statutory Framework and Legal Requirements for the Steenkampskraal Project STEENKAMPSKRAAL PROJECT LEGAL AND PERMITTING REQUIREMENTS Governing Authority National Administration National Legislation Study Documents Required Authorisations Required: Minister of Mineral Resources Department of Mineral Resources (DMR) Mineral and Petroleum Resources Development Act (MPRDA) Environmental Management Programme Report (EMPr) Approved EMPr Minister of Water and Environmental Affairs National Department of Environmental Affairs (DEA)* and Department of Environmental Affairs and Development Planning (DEADP) National Environmental Management Act 1998 (NEMA) Environmental Impact Assessment (EIA) under EIA Regulations 2010 (GNR 543) Under Section 24 of the NEMA it is not permitted to commence specific activities without environmental authorisation National Environmental Management Waste Act 59 of 2008 (NEMWA) Environmental Impact Assessment (EIA) under EIA Regulations 2010 (GNR 543) Specified activities that require a permit or licence National Heritage Resources Act 25 of 1999 (NHRA) Minimum Phase 1 Archaeological Impact Assessment Specified activities that require a permit or licence Water Services Act 108 of 1997 (WAS) To be determined in consultation with relevant authorities Specified activities that require a permit or licence Nuclear Energy Act 1999 (NEA); National Nuclear Regulator Act 1999 (NNRA) Study documents in support of application for registration Certificate of Registration with the NNR *In addition to the requirements listed above, the fulfilment of the requirements of the following National Acts maybe required:- the National Environmental Management Biodiversity Act 10 of 2004 (NEMBA); the Conservation of Agriculture Act 42 of 1983 (CARA); National Forests Act 84 of 1998 (NFA); National Road Traffic Act 93 of 1996; The Explosive Act 26 0f 1956 (EA) Hazardous Substances Act 15 of 1973 (HAS) Mine Health and Safety Act 29 0f 1996 Occupational Health and Safety Act 1993 National environmental Management: Protected Areas Act 57 of 200 (NEM:PAA) National Environmental Management Air Quality Act 39 0f 2044 (NEMAQA) Atmospheric Emissions Licence application and Air Quality Impact Assessment A list of activities for which an atmospheric emission licence is required National Department of Water Affairs (DWA) National Water Act (NWA) Integrated Water and Waste Use Licence (IWUL) in Terms of Section 22 of NWA Specified activities that require a permit or licence

195 June Table 64 : Current Environmental and Social Compliance Status for the Steenkampskraal Project ADMINSTRATION ACT OR REGULATION REQUIREMENT GWMG COMPLIANCE Department of Mineral Resources (DMR) Department of Environmental Affairs (DEA) DATE OF COMPLIANCE OR STATUS Approved EIA and EMPr New Order Mining Right 2010/06/02 compliant Broad based Socio-Economic Charter. Accreditation in terms of the charter GWMG has compliant BBEEE accreditation Compliant as of April 2014 Approved Mine Works Programme GWMG has an approved Mine Works Programme Compliant MPRDA Closure and rehabilitation financial provision Previous estimate provided in a trust fund. Closure costs currently being updated. Compliant but awaiting updates Submitted to DMR and DEA. Assurance that a single submission EMPr Amendment scoping study completed of the EIA/EMPr Amendment will satisfy both the DMR and the In progress DEA Approved Social and Labour Plan (SLP) SLP has been developed and submitted to the DMR. As the project is pre-construction, a final SLP will be submitted for In progress approval Community Health, Safety Too early for detailed plan which will be developed before To be finalised at construction Approved policy and plan in the EMPr and Security construction commences stage Mineral and Petroleum GWMG is in consultation with the DMR as to the final royalty Payment of royalties specific to the project Resources Royalty Act 2008 taxation rate applicable In progress Mine Health and Safety Act Approval for safety and health protocols in the Compliant but to be updated in Approved EMPr being updated 1996 (MHSA) EMPr EMPr Amendment Promotion of Beneficiation Bill Evidence of beneficiation GWMG will be undertaking beneficiation To be established at the operational stage Approved EIA and EMPr for listed activities. Issuing EMPr Amendment in progress. Environmental Authorisation to of an Environmental Authorisation be obtained on approval. In progress Duty of care and remediation. Annual EMP On completion of the EMPr Amendment the template for the Performance Assessment. EMP Performance Assessment will be developed To be undertaken Public Consultation and Engagement Processes undertaken for As part of the EIA, public consultation required. National Environmental the EMPr Amendment. Stakeholder Engagement Plan still to be Stakeholder Engagement Plan Management Act 1998 NEMA completed In progress Environmental and Social Management System. GWMG investigating the requirement. An Environmental Policy completed. In progress National Environmental Management Act: Air Quality 1998 NEM:AQA National Environmental Management : Waste Act 2008 NEM:WA National Environmental Management Biodiversity Act 2004 NEMA:BA Nuclear Energy Act 1999 (NEA); National Nuclear Regulator Act 1999 (NNRA) Environmental Conservation Act 1999 Noise Regulations ECA National Heritage Resources Act 1999 NHRA Resource Efficiency and Pollution Prevention Listed activities require an Atmospheric Emissions Licence Listed activities require a Waste Management Licence Approval required in the EIA Certificate of Registration with the National Nuclear Regulator (NNR) GWMG has developed a carbon and energy policy which commits to compliance with South African requirements and international best available technology GWMG investigating but currently not required GWMG investigating if a Waste Management Licence is required GWMG undertaking the specialist studies to include in the EIA/EMPr Amendment GWMG holds a Certificate of Registration for the handling, transport and storage of radioactive material Policy developed and implementation at operational stage As of April compliant In progress In progress Should form part of the EIA Is currently being included in the EMPr Amendment In progress Specialist study to form part of the EMPr Amendment Is currently being included in the EMPr Amendment Compliant as of April 2014 In progress

196 June ADMINSTRATION ACT OR REGULATION REQUIREMENT GWMG COMPLIANCE Department of Water Affairs Hazardous Substances Act 1973 (HAS) Land Use Planning Ordinance 1985 LUPO National Water Act 1998 NWA Specialist study to form part of the EMPr Amendment. Hazardous Operational Procedures Zoning permission required as well as development rights Water Use Licence (WUL) for abstraction, storage use and disposal of water Water Management Policy Is currently being included in the EMPr Amendment The Steenkampskraal Project area has been re-zoned from 'Agriculture' to 'Mining' GWMG applied to DWA for a WUL. Local approval - awaiting National approval GWMG Water Management Policy completed and included in feasibility mine and process design Legislation not Applicable to the Steenkampskraal project National Environmental Management : Protected Area Inclusion in the EMPr Not Applicable NA Act 2003 Resettlement Action Plan Inclusion in the EMPr Not Applicable NA Grave Management and Visitation Policy Inclusion in the EMPr Not Applicable NA DATE OF COMPLIANCE OR STATUS In progress Compliant In progress Compliant as of April 2014

197 June Reporting to these two ministries, are National Administration offices which include the DMR, the National Department of Environmental Affairs (DEA) and the National Department of Water Affairs (DWA) (see Table 63). The national legislation enforced by these administrations comprises a series of parliamentary acts promulgated between the late 1990s and present, which are broadly summarised in Table 63. The necessary authorisations and study requirements/documents pertaining to the various National Acts is also provided in Table 63. Currently, the broad environmental management requirements for a mining operation include the following key approvals, with numerous additional licences and permits specific to the project:- a DMR approved Environmental Management Plan/Programme Report (EMPr) for the granting of a New Order Mining Right in terms of the MPRDA; an environmental authorisation for commencement of mining activities which requires a DEA approved Environmental Impact Assessment (EIA); and a DWA approved Integrated Water and Waste Use licence (IWUL). The EIA process in South Africa is a systematic and consultative process in which the potential environmental impacts both positive and negative associated with certain activities are assessed, investigated and reported. The EIA process is regulated by the DEA through the National Environmental Management Act (NEMA). The EIA process ensures that environmental issues are raised before project implementation and that all concerns are addressed as a project gains momentum. The key components of an EIA process are screening and scoping of the critical issues pertaining to a project with consultative community involvement; prediction and mitigation of risks and finally the management, monitoring and auditing of the proposed mitigation processes. The aims of the EIA process are notification of the public about the proposed project, providing the opportunity for public comment, addressing public issues and making recommendations in terms of mitigation processes. The EIA report is an important tool for communicating with interested and affected parties and in ensuring public understanding of the impacts of the project Global environmental assessment practice is largely directed at the scoping and assessment stages of the EIA process. The mitigation, monitoring and management components of EIAs receive less attention and this is the focus of the EMPr which demonstrates that impacts can be monitored and managed. The EMPr provides the assurance that the project management has made suitable provisions for mitigation, describes the methods and procedures for mitigating and monitoring impacts and summarises environmental objectives and targets which the project developer needs to achieve in order to reduce or eliminate negative impacts. In the context of these requirements, the previous environmental and social studies undertaken for the Steenkampskraal Project are summarised in Table 65:- Table 65 : Summary of Previous Environmental and Social Studies STUDY DATE OF COMPLETION Social and Labour Plan for the Steenkampskraal Monazite Mine Jul-95 Unknown AUTHOR Steenkampskraal Monazite Mine Scoping and Environmental Impact Assessment and Environmental Management Programme Amendment: Background Information Document Nov-10 SRK Consulting Steenkampskraal Monazite Mine Scoping and Environmental Impact Assessment and Environmental Management Programme Amendment Process - Scoping Report Steenkampskraal Monazite Mine Environmental Impact Assessment and Environmental Management Programme Amendment: Draft Report Gap analysis - legal, regulatory and environmental elements related to the mining right in relation to the mining of monazite on the farm Steenkampskraal, Vanrhynsdorp area Jan-11 Nov-11 Aug-12 SRK Consulting SRK Consulting Pro Earth Consulting Closure of the Rare Co operations in Namaqualand Aug-12 Unknown An Independent High Level Environmental Review on Great Western Minerals Group Ltd. s Steenkampskraal Rare Earth Element Project in the Western Cape Source : Venmyn Deloitte 2013 Dec-13 Venmyn Deloitte

198 June An historic scoping study and EMPr were undertaken and completed by Set Plan Consulting in 1997 for the Steenkampskraal Project and approved as part of the Rareco application for an old order mining right. The original EMPr was re-approved during the process of conversion to a New Order Mining Right in 2010 and therefore remains valid. The South African legislation requires that the EMPr be representative of the proposed activities and should GWMG report that the EMPr is no longer valid in any respect, it is usual for such notice to prompt a request for an amendment to the EMPr from the Department of Mineral Resources (DMR). The EMPr may not, in terms of the MPRDA, be amended without permission of the DMR and GWMG has committed to update the EMPr as and when required by the DMR, including detailed re-estimation of the financial closure and rehabilitation provisions. Although no request for amendment of the EMPr has been made by the DMR, GWMG has anticipated an amendment request and subsequent to the approval of the EMPr in 2010, a number of scoping studies and reviews have been undertaken by SRK Consulting South Africa with a view to potentially updating and amending the EMPr in-line with changes to the environmental and mining legislation. GWMG has periodically updated the EMPr in its prescribed filings with the DMR, in compliance with legislated requirements and the updates reflect differences between the regulatory regimes under the previous Minerals Act of 1991 and the MPRDA. GWMG s statutory reports to the DMR are provided on a bi-annual basis, and reflect its EMPr compliance and current activities conducted to ensure continued compliance. The previous scoping studies for the anticipated amendment to the EMPr, hereafter referred to as the EMPr Amendment, were undertaken by SRK Consulting South Africa in 2010 and 2011 and are currently complete and being consolidated by independent Pro-Earth Consulting (Pty) Limited into the EMPr Amendement. Venmyn Deloitte has undertaken an independent review and gap analysis of the GWMG current environmental status and management practice, with emphasis on compliance with all new South Africa legislative requirements and international standards of best practise, in particular alignment with Equator Principles and International Finance Corporation Performance Standards (IFC PS). The results of the independent review were presented in a document entitled An Independent High Level Environmental Review of GWMG s Steenkampskraal Mineral Asset in the Western Cape VMD 1445 (December 2013). The objectives of the independent assessment were as follows:- to review and comment on the Environmental and Social Impact Assessment (ESIA) processes undertaken for the Steenkampskraal Project; to review and comment on the proposed mine closure objectives and financial provision requirements; to review and comment on the compliance with legislative and regulatory environmental requirements; and to assess the project s current alignment with the Equator Principles and IFC Performance Standards (IFC PS) and identification and discussion of potential high risk environmental issues from a review of the available information Statutory Framework and Legislative Requirements NI Item 20 (a), 20(b), 20(c) The regulatory requirements at local, provincial and national levels that will have to be fulfilled for the Steenkampskraal Project are summarised in Table 63 and discussed below:- the mining activities proposed at the Steenkampskraal Mine require the approval by the DMR of a New Order Mining Right with an associated EMPr in accordance with the requirements of the MPDRA (Act 28 of 2002) (see Section 30-Appendix 1); the proposed project involves activities that are listed in terms of NEMA (Act 107 of 1998) (Appendix 1) and the regulations promulgated there under. An EIA is therefore potentially required for the Steenkampskraal Project site under the requirements for NEMA but as discussed below has been waived; the requirements of the National Water Act of 1998 (NWA); the National Environmental Management: Air Quality Act (NEM:AQ ) (Act 39 of 2004); the

199 June National Environmental Management: Waste Act (NEM:WA) (Act 59 of 2008), the National Heritage Resources Act (NHRA) (Act 25 of 1999) and the Water Services Act (WSA) (Act 108 0f 1997) will have to be satisfied (see Section 30- Appendix 1);); the mining of REEs is associated with naturally occurring radionucliides or naturally occurring radioactive material (NORM). Therefore the provisions of the National Nuclear Regulator Act (Act 47 of 1999) (NRRA) and the Nuclear Energy Act (Act 46 of 1999) (NEA) will also apply to the Steenkampskraal Project; and the requirements of the Western Cape Land Use Planning ordinance 1985 (LUPO) will require fulfilment. Pro-Earth Consulting has completed the specialist studies required for the EMPr Amendment and the completed EMPr Amendment will include the addition of the farms Nabeep 102, Brandewynskraal 69 and Steenkamps Kraal 70 RE. The EMPr Amendment will be submitted to the DMR, with the DEA acting as a commenting party. The submission will be in accordance with current legislative requirements, which ensure that mining authorisations, including environmental authorisations for commencement and continuation of mining, are issued under the MPRDA through the DMR with comment by DEADP - the provincial representative for the DEA in the Western Cape (Table 63). This process is anticipated to change over the next two years which will result in all mining authorisations having to comply with NEMA EIA regulations through the DEA (Table 63). Theoretically therefore the possibility may arise that the EMPr Amendment currently in process for the Steenkampskraal Project may have to be re-submitted under NEMA EIA regulations to the DEA. The scoping document for the EMPr Amendment has been submitted to both the DMR and the DEADP in regard to this possibility and GWMG has been given confirmation that only a single scoping and combined EIA/EMPr amendment process need be undertaken in support of the application for an environmental authorisation Conclusions to Environmental Compliance Review The EIA consultative process with all stakeholders and Interested and Affected Parties has been undertaken for the various scoping studies and is in progress for the EMPr Amendment. No resettlement of indigenous people is envisaged and the mining operations, while taking place in an arid environment will not affect any nature reserve or specialised habitat. The radiological aspects of the project will be regulated by the NNR and GWMG is in full compliance with the current requirements. The NNR regulations and targets progressing into the construction and operation phases will be more onerous but are achievable. The design of the mine and process plant are specifically focused on minimising radiation exposure and surface contamination and the risk is considered by the NNR authority to be manageable. The final re-habilitated site will be considerably safer than the previous un-rehabilitated abandoned site. A summary of the current compliance of the Steenkampskraal Project in accordance with South African national environmental statutory requirements is presented in Table 64 and provided in more detail in Section 30 - Appendix 1. The Venmyn Deloitte independent review of the status of GWMG s permitting and compliance shows that at the current feasibility stage, GWMG is in possession of all necessary authorisations. Furthermore, management has anticipated the additional studies required to progress into the construction and operational phases, and all of the necessary studies are either being undertaken or planned Baseline Studies and EMPr Amendment Scope The Steenkampskraal Mine was operable between 1952 to 1963 and abandoned in 1965 without any attempts at rehabilitation and as shown in Figure 4, the baseline conditions of the site when GWMG assumed ownership were as follows:- surface and soil contamination with radionucliides as a result of historic mining and natural exposure of monazite bearing material;

200 June waste rock dumps which showed significant signs of decomposition primarily of the sulphide minerals. Despite the decomposition, leaching did not affect the chemistry of the runoff to the degree where it has had any significant observed effect on surrounding vegetation; historic TSFs containing radioactive materials which are the source of a radioactive dust plume, as well as runoff containing an extremely high percentage of dissolved salts and metals, resulting in denudation of 7ha of vegetation; ruins of mine offices, plant site and residential buildings partially constructed of monazite ore which were radioactive beyond the limits of re-use; an open cast excavation on the northwest side of the Steenkampskraal Koppie; an incline shaft which was the main ore haulage located on the south side of the Steenkampskraal Koppie; a vertical shaft and sub-vertical adit (raise) with exist on top of the Steenkampskraal Koppie; approximately 24,000t of blasted RoM left in the underground drives, ore passes and stopes. Despite the fineness of the material and the acid generating potential of oxidising sulphide ores, the insolubility of the monazite means that groundwater contamination is remarkably low and shows a ph of 6,9 to 7,8 (SRK, 2011); dust on the underground surfaces poses a particularly high risk for inhalation of radioactive particles and contributes greatly to the high radiation levels encountered underground; high concentration of natural monazite on the northern slopes of the Steenkampskraal Koppie and high concentration on the western slopes due to the mining activities; and natural concentrations of monazite exist in the Klein Riet River. Groundwater and vegetation surveys conducted for the 1997 EMPr (SetPlan, 1997) identified only a limited impact on the environment despite the apparently serious conditions on site. The reasons for the containment of the impact were ascribed to:- the total insolubility of monazite which does not release soluble thorium into the groundwater system; and the inherent robustness of the Knersvlakte environment especially with respect to salt tolerance of vegetation (SetPlan, 1997) Radiological Baseline Studies Enhanced background levels of naturally occurring radioactive materials are present in the Steenkampskraal Mine environs primarily due to contamination from prior mining operations, as well as from the natural surrounding outcrops. A radiological baseline survey was undertaken in July 2011 by SRK Consulting to determine the baseline conditions at the mine. The survey comprised determination of radon and thoron gas concentrations and samples of water, sediment and vegetation were collected for radionucliide analysis. The results indicated gas concentrations comparable to background levels and radionuclide concentrations in dust were below the minimum detectable activity (MDA). Radionuclide concentrations in solid material were mainly associated with monazite in materials associated with the underground mine, the historic rock dump material and TSFs. Thorium activity in monazite were shown to be very high compared to other deposits in South Africa, while uranium concentrations in these materials were comparable to those at South African uranium mines. Radionuclide concentrations in the water at Farm Nabeep were significantly below the World Health Organisation (WHO) drinking water guidelines.

201 June EMPr Amendment Baseline Studies In order for GWMG to re-activate the Steenkampskraal Mine, the following environmentally listed activities are proposed:- construction of a borehole well fields with overland water pipelines connecting the well field to the mine site; construction of a 1.6km long dual purpose airstrip/road; construction of accommodation facilities; construction of the Steenkampskraal Processing Plant; construction of water pollution control dams; construction of RCPs; construction of workshops, offices and change house; and construction of an underground radioactive material storage vault; The sites of all these listed activities are currently undergoing assessment for the EMPr Amendment. Specialist studies being undertaken or already completed include the following:- a specialist vegetation assessment by Simon Todd Consulting (Pty) Ltd (2014) which concluded that the majority of the proposed project footprint occurs in the Knersveldt plain habitat which is robust and not classified as sensitive. However the flora at the site are protected under provincial legislation and a permit for vegetation clearance is required; a palaeontological specialist assessment by Natura Viva (Pty) Ltd (2014) which concluded that the palaeontological sensitivity of the project area is very low except for the banks of the Klein Riet River in the Greater Steenkampskraal Project area, where Besonderheid shales contain important trace fossil assemblages of Early Cambrian not recorded elsewhere in Namaqualand; a heritage impact assessment by Agency for Cultural Resource Management (2014) which has highlighted the presence of Middle Stone Age (MSA) elements comprising mostly single isolated finds, and diffuse scatters of tools, which are lacking in context. Low to medium density occurrences of lithics are encountered, but occur mostly in a degraded or partially degraded context. A rare, well preserved Lower Middle Age site in the Klein Riet River environs contains large numbers of bladelets, bipolar cores, tiny slivers of quartz, ostrich eggshell and this site will require protection from disturbance; a vertebrate fauna assessment by JAH Environmental Consultancy (2014) which concludes that while mining operations are taking place some disturbance of important local species will take place, especially of bats, however, the impact is considered reversible in the medium to long term. The negative impacts of the mine can be mitigated and the development holds some significant benefits for the environment in terms of environmental rehabilitation of the old mine; hydrogeological studies; hydrology; noise and vibration impacts; air quality; biodiversity;

202 June visual and sense of space; and radiological Waste and Tailings Disposal, Site Monitoring and Water Management NI Item 20 (b) Currently, mine residue deposits, including beneficiation plant wastes and stockpiles, are regulated by the MPRDA and do not fall within the authority of the NEW:WA. Similarly, radioactive waste for the Steenkampskraal Project will not be governed by NEM:WA. Both waste types will be considered in the dual EIA/EMPr process and their management will be authorised by the acceptance of the EMPr in terms of the MPRDA. The historic TSFs, rock dumps and contaminated soil at the project site and have been factored into the processing schedule for the Steenkampskraal Processing Plant and over the first few years of the project life, will be treated, de-contaminated and the residues stored in acceptable storage facilities. The tailings arising from the treatment of the underground RoM will be deposited in RCPs. The tailings arising from the Steenkampskraal Processing Plant will be deposited in small RCPs, measuring approximately 70m x 35m (0.25 ha each), that will be excavated in a clay deposit near the mine site. The RCPs are designed to achieve total encapsulation of the waste below ground level and each pond will accommodate tailings from six months of production. The RCPs, once full, will be capped with crushed, non-radioactive waste from the underground mine developments, with final rehabilitation in the form of topsoil and planting of local species. A minimum of two ponds will be available to accept tailings at any one time and the short life span of each RCP will permit the mine to spread closure efforts and costs over the LoM. The initial RCPs will be constructed prior to commencement of mining and thereafter on a regular basis as production requires. Approximately 50,000 tons of tailings will be deposited in the RCPs annually and the planned site for these facilities is shown in Figure 32. A conservative approach to RCP design has been adopted even although there is historical evidence that the receiving environment is robust and that dispersion of contamination within soil is extremely slow. The approach is to construct a series of RCPs each with a 6 month to 1 year capacity thereby limiting impact in event of catastrophic failure or leakage, affording GWMG the opportunity to change the design or operation if required; adapting to local topography with dams at different elevations and providing for immediate cover with material and topsoil from the next RCP. Sinking the RCPs below ground level avoids the risk of failure of containing walls; facilitates covering and rehabilitation; achieves floor containment within the compacted clay-rich subsoil; and minimises visual impacts by allowing rehabilitated RCPs to mimic topography. The capping of the RCPs will be crushed waste from the RoM and clay-rich grit excavated from the next RCP. The cover for the capping will be topsoil, seed-bank and cleared vegetation from the new RCP under construction. The RCPs, even if unlined, will maintain virtual total containment of the waste as no leaching of thorium phosphate in its solid monazite state will occur in either the short or long term. The insolubility of thorium and the low permeability of the subsoil while the RCPs are operational will ensure minimal contamination. Metal sulphides especially copper sulphide will not have oxidised to copper oxides, copper carbonates and copper sulphate within the six month operating period of the RCP and subsequent capping will largely exclude water and oxygen precluding the possibility of oxidisation. Initial RPCs have been designed with a High Density Polyethylene (HDPE) liner, in addition to the in situ compacted clayey grit layer in order to permit assessment of the contamination risk. If it can be subsequently demonstrated that the engineered clayey grit layer is impermeable, liners may not be used in the remaining RCPs.

203 June Effluent and wash-water from the Steenkampskraal Processing Plant will be discharged into an evaporation pond, measuring approximately 80m x 50m (0.4 ha), located to the west of the RCPs. The risk avoidance design measures include the construction of the evaporation pond below ground level and enclosure within a protective earth berm to avoid stormwater damage (ingress and runoff). The pond will be fully lined with 2.5mm HDPE liner with sub-liner leak detectors and a geotextile fabric inner liner that can be removed to collect sediment for safe storage Environmental Financial Provision NI Item 20(e) South African legislation requires that financial provision be made for the management of environmental liabilities resulting from every stage of mining operations. Although not exhaustive, the pertinent legislation which defines responsibilities and associated financial provisions which must be made for environmental management are summarised as follows:- Mineral and Petroleum Resources Development Act (Act 28 of 2002) (MPRDA); National Environmental Management Act (Act 107 of 1998) (NEMA); National Environmental Management: Air Quality Act (Act 39 of 2004) (NEM:AQA); National Environmental Management: Waste Act (Act 59 of 2008) (NEM:WA); National Forests Act (Act 30 of 1998) (NFA); National Water Act (Act 36 of 1998) (NWA); and Hazardous Substances Act (Act 15 of 1973) (HAS). Of critical importance are the management of environmental pollutants and contamination which are managed through statutory systems such as permitting, and the quantum of closure liability. The costs associated with conformance to legislative requirements for the Steenkampskraal Project are:- the cost associated with acquiring a permit for a particular activity, inclusive of environmental authorisation; the cost of determining the compliance of the operation to specific conditions as established in a specific permit; and the costs associated with non-compliance to permit conditions (for example, a directive, or penalty). Within the parameters of the proposed Steenkampskraal Project operations, costs which will definitely be incurred throughout the LoM, are the environmental monitoring costs required for the determination of compliance in terms of NEMA, and the environmental liability quantum arising from mining activities Costs Associated With Permit Condition Compliance The primary environmental permit required for the Steenkampskraal Project is the environmental authorisation, granted by the DMR for which the EMPr Amendment for the Steenkampskraal Project will be required. The specialist studies currently being completed for the EMPr Amendment and the associated costs are provided in Table 66. The baseline conditions and findings of the specialist studies reported for the 2011 Scoping Study by SRK Consulting will be included in the latest EMPr submission. Table 66 : Cost of Specialist Studies for the 2014 Steenkampskraal Project EMPr Amendment SPECIALIST STUDY COST (ZAR) Heritage assessment 104,013 Fauna assessment 51,530 Vegetation assessment 41,600 Source : Venmyn Deloitte 2013

204 June Additional environmental permits, such as a water use licence (WUL), are required for the Steenkampskraal Project. Standard environmental parameter assessments are conducted to evaluate a project s environmental impact upon the surrounding environment, in relation to the baseline conditions defined through various permits. The parameter assessments are standard studies which typically include assessments of:- ground water parameters; surface water parameters; air quality parameters (inclusive of pm10); radiological monitoring (for projects of this nature); biological monitoring; and sediment analysis. The costs associated with establishing the required environmental parameters are defined in Table 67. The number of sampling sites, and sampling frequency, will be determined by the amended EMPr currently being undertaken by GWMG, and permitting requirements, will be specified by the relevant departmental authorities. Table 67 : Current Cost Estimate for Environmental Parameter Sampling and Monitoring PROJECT ASPECT COST (ZAR) Bio-monitoring & sediment assessment 21,028 Boreholes and ground water assessment 163,042 Surface water assessment 6,521 Air quality assessment 3,113 Sabs chemical radiological assessment 6,000 Radio-analytical NECSA assessment 10,000 MONITORING TOTAL 209,704 Source : Venmyn Deloitte 2013 Digby Wells Environmental Assessment costing 2014 Steenkampskraal 2013 SHER monitoring programme Environmental Closure Liability The MPRDA (Sections 41 to 47) addresses legislative closure requirements and GNR 527 stipulates the financial provision for mine rehabilitation and closure. The extent of the financial provision is based on the requirements of the approved EMPr and has to be approved by the Minister. The EMPr statement of closure liability must include a detailed itemisation of all actual costs required for:- pre-mature closure; the rehabilitation of the surface of the area; the prevention and management of pollution of the atmosphere; the prevention and management of pollution of water and the soil; the prevention of leakage of water and minerals between subsurface formations and the surface; decommissioning and final closure of the operation; and post closure management of residual and latent environmental impacts. GWMG has an updated estimate for closure and rehabilitation dated April 2014 which includes details of surface and underground requirements, process plant closure and demolition, as well as surface infrastructure rehabilitation. The closure cost excluding the cost of the underground storage vault is CAD6.35m (ZAR61m).

205 June Venmyn Deloitte has had sight of the Steenkampskraal Project rehabilitation trust fund statement which at 30 September 2013 totalled approximately ZAR615,000 excluding interest from September to present Department of Energy Authorisation GWMG applied for and received authorisation from the South African Department of Energy to mine, dispose and transport uranium and thorium bearing material. The authorisation E2/5/9/3, dated 4 April 2014, is granted by the Director General of the Department of Energy and provides authorisation in terms of Sections 55 and 34 of the Nuclear Energy Act 46 of The authorisation permits GWMG to mine underground ore, treat ore and surface deposits, dispose of, store and transport the radioactive material provided written notification is approved by the Department of Energy, the transportation route is specified and details of the shipment delivery are submitted to the department. All activities undertaken that involve radioactive material must comply with the safeguards provided by the International Atomic Energy Agency International Regulatory Framework The Equator Principles are a set of voluntary guidelines which a number of global financial institutions have adopted with the intention of creating an industry standard for assessing and managing environmental and social issues in the global project finance sector. The institutions applying the Equator Principles are collectively known as Equator Principles Financial Institutions (EPFI). The Equator Principles are based on the policies and guidelines of the IFC which is the private sector development arm of the World Bank. The EPFIs have committed to not providing loans to projects where the borrower will not or is unable to comply with their respective social and environmental policies and procedures that implement the Equator Principles. Clearly, adherence to the Equator Principles is important to the Steenkampskraal Project if international funding is to be sought for the development of the project. The IFC has an established risk management system, the Sustainability Framework (SF) which forms an integral part of IFC's approach to risk management and project financing. These principles embody socially and environmentally responsible standards of practice, and are informed by recognised and progressive international best practice principles and practices. The framework articulates the IFC's strategic commitment to sustainable development. The Sustainability Framework comprises IFC's Policy and Performance Standards on Environmental and Social Sustainability, and IFC's Access to Information Policy (AIP). The Performance Standards (PSs) are directed towards clients, providing guidance on how to identify risks and impacts, and are designed to help avoid, mitigate, and manage risks and impacts as a way of doing business in a sustainable way, including stakeholder engagement and disclosure obligations of the client in relation to project-level activities (IFC, 2012). The PS and associated industry guidelines (inclusive of the Environmental, Health and Safety (EHS) Guidelines) are accepted international best practice standards by the 182 member countries. These guidelines are used as an international benchmark when assessing risk management on projects. Venmyn Deloitte has provided a detailed summary of the applicable IFC PSs which is presented in Section 31 Appendix 2. The extent of the GWMG compliance to these standards on approval of the EMPr Amendment, will be comprehensive Conclusions - Environmental Aspects of the Steenkampskraal Project The Venmyn Deloitte independent review of the GWMG environmental studies and permitting requirements for the Steenkampskraal Project has highlighted that at the current feasibility stage of the project, GWMG has all the environmental permitting and authorisations required to continue progressing to a future construction phase. Venmyn Deloitte considers that GWMG has adequately anticipated the additional studies required for the environmental authorisations to proceed into the construction/operational phase, and all of the necessary studies are either currently being undertaken or have been anticipated and are undergoing investigation or planning.

206 June The potentially problematic radiological aspects of the project are suitably constrained by the existence of a Certificate of Registration issued by the NNR which establishes the general extraction, storage and transportation criteria and approval process required for the Steenkampskraal Project radioactive material. The GWMG approach to the radiological issue has been detailed and rigorously in-line with the NNR recommendations, rendering the environmental liabilities manageable and mitigating potential risk to acceptable levels. Current re-habilitation efforts comprise consolidation of the previously geographically scattered historic radioactive TSF materials, historic rock dumps, contaminated soil and demolished building material, into single sites that will be effectively sterilised through treatment and the removal of the radioactive material during the first years of the project operations (Figure 4). The underground storage facility for the extracted/removed radioactive materials has been included in the feasibility study and is designed in accordance with NNR regulations. The mine design is an advanced and unique approach to minimising radioactive exposure to underground workers and is broadly compliant in terms of health and safety regulations. The health and safety plan will be finalised prior to construction and will form part of the submission for environmental authorisation. In addition, the processing plant is uniquely designed to minimise radionucliide contamination of air and water and will be specifically constructed to be as water conservative as possible. GWMG is cognisant of its obligation towards rehabilitation and closure financial provision and has created a trust fund, the quantum of which has been specifically estimated in order to be currently sufficient for any possible premature closure liabilities. As the project progresses and during the LoM, continual annual provisions have been provided for in the financial analysis to ensure sufficient funds for the CAD6.35m (ZAR61.0m) closure costs and ZAR210,000 for monitoring and post closure management of residual and latent environmental impacts. GWMG has undertaken considerable rehabilitation measures already, of which the DMR is aware and for which GWMG may be compensated in adjustments to future royalty calculations. Given the current and planned management of environmental risks, Venmyn Deloitte considers that the environmental aspects of the Steenkampskraal Project have been adequately considered and addressed for the feasibility study. Furthermore, the anticipated authorisations for the construction and operation phases are in the process of being completed and no serious risk of potential fatal flaws to the project implementation has been identified. On approval of the EMPr Amendment document which has been filed for approval, the GWMG compliance with IFC performance standards is comprehensive. 20. Capital and Operating Costs NI Item Capital Expenditure Mining Capital Expenditure The mining capital expenditure estimate for the Steenkampskraal Feasibility Study was undertaken by Sound Mining as part of the mining study. Both the mining capital expenditure and operating cost estimates differ from other mining projects of a similar scope and scale since the costs of mitigation of the radiological and other risks specific to the Steenkampskraal Mine are higher than normal. The capital estimate effective date is March 2014 and unless otherwise specified, all values are expressed in real March 2014 money terms. The currency used in the compilation of the mining capital estimate is South African Rands (ZAR) which has been converted to Canadian dollars (CAD) at an exchange rate of CAD:ZAR of 1:9.61. All pre-production operating costs were capitalised, and all access development (capital development) including portals, decline ramps and ore reserve development was treated as capital expenditure. The following items are excluded from the mining capital expenditure estimate:

207 June purchase of land and surface rights; surface Infrastructure accounted for in the main Steenkampskraal Project; pre-production studies and investigations; engineering, procurement, construction and management (EPCM) fees; cost escalation; foreign exchange fluctuations; and depreciation and amortisation. Mining equipment costs and other significant inputs are based on recent quotations from original equipment manufacturers. Most of the mining services and conventional ventilation estimates are based on determined unit rates and installation costs multiplied by quantities derived from the production schedule. Capital development rates are based on unit rates per activity, calculated from first principles, with quantities taken from the production schedule. The overall level of accuracy of the estimate is within the ±15% range appropriate for a feasibility study, with 57% of the total estimate based on budget quotations, 34% calculated from first principles and only 9% based on factored estimates in particular the costs for the long term underground radioactive materials storage vault. The summary capital expenditure estimate for the mining study is presented in Table 68:- Table 68 : Summary of Mining Capital expenditure CATEGORY COST (CADm) COST (ZARm) Mining Equipment Explosives handling Surface infrastructure Surface services Ventilation Underground services Sub-total project Capex PERIOD OF EXPENDITURE CAD6.3m preproduction and CAD3.9m during Year 1 Required preproduction Required preproduction Required preproduction Required in the first two Years and then ongoing Spread over first five years Capital Development On-going TOTAL mining capex Source : Sound Mining 2014 COMMENT Drill rigs, explosives chargers, LHDs, dump trucks, bolters, utility vehicles, hydro power packs, reticulation Charging cassettes, supply and erection of a 17kl silo Explosives store room Lamp room and equipment, change house, mine control room, fire surveillance, rescue room and radiation room Surface and underground fans, ducting, walls, seals, doors, and regulators, refuge bays and associated ventilation holes, plus radiation monitoring, fire detection, dust and emissions mitigation Pipes, valves, pumps, cables, transformers, lighting and other electric fittings to the underground operation Cost of on-reef horizontal access, off-reef development, portals and vault The equipment and services capital accounts for 46% of the total mining capital expenditure estimate of which mining equipment accounts for the largest contribution at 42%. The LoM cost of capital development is forecast at 54% of the total mining capital expenditure. Initial capital expenditure, that expenditure required to bring the mining operation to its planned steady-state level of production in 25 months, is estimated to be CAD17.61m (ZAR169m) and post commercial production capital expenditure is CAD35.73m (ZAR343m). Sustaining capital is that expenditure required to maintain production at design levels for the forecast LoM and provision for the funding was made at 4.5% of annual capital.

208 June Each estimation entailed a contingency estimate which on the basis of the weighted average amounts to a 10% contingency on the initial project capex and was incorporated into the costs Process Plant Capital Expenditure The capital expenditure estimate for the Steenkampskraal Processing Plant was independently determined by ULS Mineral Resource Projects as part of the process plant design study. All costs estimations were undertaken in ZAR expressed in March 2014 money terms and converted to CAD at an exchange rate of 1:9.61. The capital budget estimation was developed in two distinct engineering and cost estimation phases. The initial base case phase consisted of the completion of the required engineering and design to provide the capital and operating cost estimates for the project based on the original October 2013 scope of work. The results of this phase indicated that value engineering could prove beneficial to the project economics and in conjunction with GWMG, ULS Mineral Resource Projects reduced the process plant capital budget estimate by deferring or eliminating some of the cost items. The base case capital expenditure estimate of CAD128m (ZAR1,235m) was reduced in the value engineering exercise to CAD113.5m (ZAR1,091m) and the following issues were considered:- Table 69 : Summary of the Value Engineering Options Considered PROPOSED VALUE ENGINEERING ITEM Remove the process step to split Cerium and Thorium after removal Removal of ISA mill Remove covering of Hydrometallurgical Plant Revise the specifications of the contractor's camp Refurbishment of divisional access road Phased approach to thorium RCP construction Reduction in capital allowance for project vehicles and mobile equipment Method of construction - buildings Power Supply various options (phased, Sslar, co-generation etc) Reduced EPCM costs Mining contractor facilities - remove from capex - contract miner to own COMMENTS Considered and implemented The ISA mill was removed during the Value Engineering phase as the risk of not maintaining the 45 micron grind was deemed to be relatively small. Grind 45-55micron range.. The roof structure is not a critical requirement and its removal will improve ventilation in the plant. In the long run there might be a risk of corrosion and erosion due to exposure to the elements ( deemed to be negligible in arid conditions over 14 Project Life) The mess hall size drastically reduced in size and omitting landscaping It was decided to do the minimum required refurbishment and instead maintain the road since road construction is not required as long as the road is well maintained. The major construction costs can therefore be avoided but there is a risk of the local authorities not approving this route. The OPEX costs will however increase to allow for road maintenance. The complete thorium RCP (as included for in the original CBE) will not initially be required. Decided that the estimate will only allow for the first phase of the RCP construction (approximately 1/5th of the total value). If the total RCP is required it is envisaged that it will be constructed in 4 additional phases over the life of mine, thereby deferring the capital impact. After revisiting the motivations together with the revised requirements the initial cost could be reduced. The revision of the method of construction of the plant/office buildings from brick and mortar to pre-fabricated (Chromadeck/dry-wall) units reduced the capital construction costs. The capital cost for the supply and installation of the power generation plant were modified. The value engineering outcome allows for a third party, Independent Power Producer, to be contracted for the generation of power which will be charged on a PPA (Power Purchasing Agreement) A mixture of ownership and rental was considered. Although the overall percentage allowed for EPCM costs were not reduced, there was a decrease in the overall EPCM value due to the reduction in project costs as a result of the other value engineering items The supply and installation costs of the Mining Workshop and Mobile Equipment Hardstand Parking Bay have been removed. This is based on the client s decision to pursue a contract mining route. INITIAL CAPITAL REDUCTION Addition of a sulphuric acid plant on site Considered and incorporated due to operational cost reduction No but operational cost reduction Change in filtration equipment type Considered but significant savings could not be realised No Hydromet Plant perimeter wall Considered rejected, no significant saving No Roads removal of chip-seal on plant Considered but rejected. Negligible savings compared to the sacrifice in roads quality of construction No Outsource the supply of the laboratory rental option Considered but rejected. Not financially viable No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes

209 June PROPOSED VALUE ENGINEERING ITEM COMMENTS INITIAL CAPITAL REDUCTION Possible reduction in earthworks scope The possibility to reduce the scope of the originally estimated earthworks was investigated. It was found that this is not viable No Implementation of a phased bagging plant construction Considered but rejected as it was not practical to execute in this manner No Specification Profibus instruments and Considered but rejected. A trade-off was done and there were no significant equipment reduction in cabling costs savings No Phased approach to plant construction Considered but rejected. If this is implemented, capital would only be deferred for a short period of time. It was decided that this should rather be No reflected in the client s cash-flow, not in value engineering Remove HREE circuit and combine with Considered and rejected due to the negative impact on the recovery or LREE stream certain by-products N/A Removal of copper precipitation Considered and rejected as copper could be a viable source of income N/A Removal La/Ac split Considered and rejected as no significant income from the sale of La. N/A Wet feed to thorium RCP - vs dewatered feed Considered and rejected as this would not have a significant impact on cost N/A Reduced contingency Although the overall percentage allowed for contingency were not decreased, there was a decrease in the overall contingency value due to the Yes reduction in project costs as a result of the other value engineering items Source : ULS Minerals Projects 2014 The total process capital cost estimate includes both the surface infrastructure and the Steenkampskraal Processing Plant initial costs and does not extend to estimation of the sustaining capital estimate which was outside the ULS Minerals Resource Projects scope. The estimate is divided into direct costs comprising all equipment and infrastructure and indirect costs comprising contingencies, spare parts, consumables and engineering, procurement, and construction management (EPCM) contracts. The estimation methodology was a detailed unit cost approach, whereby the direct cost items were based on the determination of exact unit rates, equipment purchase cost, all-in labour rates, and installation costs provided in most cases by quotations from suppliers and/or local contractors. In some indirect cost items, a stochastic method (factor) was used to estimate costs when the detailed information was not available. Cost information from previous similar mining projects was also used for estimating some indirect cost items. Certain costs were estimated by GWMG and these costs were provided for inclusion into the financial model, namely the second-hand acid plant and the lanthanumactinium removal circuit. The diesel generator plant will initially be funded and constructed by a third party supplier and electricity purchased per Kilowatt Hour from Year 0 to Year 2. During Year 3 the diesel generator plant will be purchased outright at its depreciated value to reduce the operating costs associated with electricity and this cost will be reduced even further during Year 4 when a photovoltaic solar energy plant will be constructed to supplement the diesel generator supply. Contingencies were estimated for each set of costs and in total a contingency of 12% was considered appropriate. The capital expenditure estimation provided in Table 70 is based on the assumptions that there are no major delays in project initiation and that the pre-production phase is no longer than the estimated 24months. The estimate excludes:- costs that will be incurred in the detailed engineering phase; financing costs; costs changes due to foreign exchange fluctuations; financing costs during construction; and depreciation costs.

210 June Table 70 : Summary Steenkampskraal Processing Plant Capital Expenditure STEENKAMPSKRAAL PROCESS PLANT SECTION COST (CAD) COST ( ZAR) Direct Costs Site establishment and infrastructure Wash bays Communications Buildings Roads Waste facilities Product storage Fencing Sewage Air transport facility Water supply and storage vehicles P&G Sub-total Process Plant Comminution Metallurgical Plant Hydrometallurgical Plant Utilities Reagent Plant Process control Others including earthworks Sub-total Indirect Costs EPCM contract Consumables Spares EPCM contractors bond Sub-total Others P&G's Contingency Electrical Capex Sulphuric Acid Plant Project Team Costs TOTAL Plant Capital Expenditure , Source : ULS Mineral Resource Projects Total Steenkampskraal Project Capital Expenditure Estimate The capital expenditure estimate for the total Steenkampskraal Project is presented in Table 71. A South African government incentive initiative to encourage development of production facilities and creation of employment opportunities, particularly in the less developed rural districts, provides a standard maximum government of ZAR30m per registered project (excluding primary mining activities) and the Steenkampskraal Processing Plant would qualify for such financial assistance. The government grant is reflected as a cash inflow in the total project capital estimate in Table 71. The total project initial capital expenditure required in the first 25 months is CAD118.78m (ZAR1,142m) and the post commercial production capital expenditure will be CAD51.50m (ZAR495m).

211 June Table 71 : Summary of Steenkampskraal Project Capital Expenditure STEENKAMSKRAAL PROJECT COMPONENT CAD (m) ZAR (m) Processing Plant Plant Site establishment and Infrastructure Electrics Acid plant Indirect P&G + Team Contingency Plant sub-total , Mining Operation Mining equipment and services Mining underground development Mining sub-total Sustaining capex Government grant Net TOTAL Project Capital Expenditure , Source : Venmyn Deloitte, Sound Mining, ULS Mineral Resource Projects Operating Expenditure Mining Operational Expenditure The operating cost estimate prepared by Sound Mining is based on the LoM plan which anticipates underground production on an owner-operator basis over a 13-year period. All costs are expressed in real March 2014 money terms and were determined in South African Rand. All pre-production operating costs were capitalised, and all access development (portals, inclines and ore reserve development) was treated as capital expenditure. The following costs were excluded from the mining operating cost estimation:- off-mine transport, processing or refining costs; management fees; all processing costs; shipping charges; escalation; foreign exchange fluctuations; depreciation and amortisation; and South African statutory royalty payments. Royalty may be considered a component of operating cost, however the rate of royalty to be applied is based on earnings and gross sales and is therefore calculated and applied in the overall Project financial model, and not in the mining cost model. The mining operating cost estimate has been developed from first principles using the production profile, drilling and blasting requirements, access development, other mining operations, as well as the loading and haulage to the processing plant or to the waste dump. The mining model determines the production equipment required and the forecast operating hours for the mining and ancillary equipment. The mining labour requirement is obtained from standard complements for conventional activities and from the number of machines in use for mechanised activities. Cost to company rates are then applied to the number of employees. The operating cost of the equipment is calculated from forecast operating hours and fuel and maintenance costs supplied by original equipment manufacturers.

212 June The operating cost estimate indicates that labour accounts for 68% of the total onmine operating cost, which is reasonable in the context of the small scale of the underground operation, the reduced operating efficiencies imposed by the radiological risks and the need for unusually comprehensive monitoring and analysis of environmental factors. Table 72 : Summary Mining Operating Cost MINING OPERATION COMPONENT COST (CADm) COST (ZARm) Labour (risk adjusted) Consumables Utilities Mining geology TOTAL Mining Operating Cost Source : Sound Mining 2014 Given that the total production is estimated at 918,474t for plant feed, including tailings, rock dump and supplementary underground material, a recovered product of 19,661t the following metrics are applicable to the mining operation:- mining operating costs per RoMt (excluding royalty) of CAD103.86/t (ZAR997.57/t); and mining operating costs per kg recovered product of CAD4.85/kg (ZAR46.60/kg) (excluding royalty) Process Plant Operating Costs The surface operating cost estimates for the Steenkampskraal Processing Plant were undertaken by ULS Mineral Resource Projects and were based on annual tonnages treated and the diluted RoM grades. The LoM for the Steenkampskraal Project is 13 years but the Steenkampskraal Processing Plant will operate for 14 years to complete the clean-up process undertaken in the final year after mining has ceased. The operational cost estimates include the following:- processing of high grade mineralised monazite vein material through both the Metallurgical and Hydrometallurgical Plants with their associated costs, including reagents, maintenance and labour; management of the process residue; on-site water management; general and administration fees; and costs of infrastructure and services. Table 73 : Summary Optimised Operating Expenditure for Steenkampskraal Process Plant over the Life of the Project* PROCESSING OPERATION COMPONENT COST(CADm) COST (ZARm) Reagents , Labour Vehicles Electricity Plant Maintenance Steam Water Access Road Maintenance Contractors Camp Stores TOTAL Operating Expenditure , Source : ULS Minerals Projects 2014 Life of Project for processing section is 14 years

213 June Summary Steenkampskraal Project Operating Costs The summary operational expenditure over the life of the project, including the final Year 14 for the processing plant is as follows:- Table 74 : Steenkampskraal Operating Expenditure over Project Life SREENKAMPSKRAAL PROJECT COMPONENT COST (CADm) COST (ZARm) Mining processing , General and administrative Decommissioning and environmental Transportation and tolling , TOTAL operating expenditure , Source : Venmyn Deloitte, ULS Minerals Projects and Sound Mining Economic Analysis The operating costs applicable to the Steenkampskraal Project mining and processing operations are CAD38.67/kg sold REO. NI Item 24 (a), (b), (c), (d), (e) The economic analysis for the Steenkampskraal Project was undertaken utilising the Discounted Cash Flow (DCF) methodology and was based on the mine production schedule, capital and operational cost estimates for the mine, processing plant, and associated infrastructure as determined by the contributing specialist consultants. Venmyn Deloitte reviewed the cost estimates which were all supplied in ZAR and used the economic assumptions and technical parameters provided in Table 75 to undertake the economic analysis. Table 75 : Economic Input Parameters for the Steenkampskraal Project Economic Analysis DESCRIPTION UNIT AMOUNT Exchange Rate (ZAR/USD) Exchange Rate (ZAR/CAD) 9.61 Corporate Tax Rate (%) Accumulated Tax Loss Opening Balance (ZARm) Government Grant (ZARm) Toll treatment Charges* (USD/t) 10, Shipping Costs To Toll Treater* (USD/t) Real Discount Rate (%) Working Capital Provision (CADm) (9.89) *In addition to mining and processing opex The REO prices used in the revenue calculations were determined from various sources of information, namely analysis of the three year trailing average prices for both China (FoB) and domestic markets, forecast supply and demand trends in the REE market, consolidated forecast prices from financial institutions, detailed market surveys and current spot prices available in the public domain (Section 18). While the use of a three year trailing average price is the normal practice for economic analysis, Venmyn Deloitte and GWMG consider the use of such an average price in the current market with declining prices, to be inaccurate, overly optimistic and potentially misleading as illustrated by the comparison of the average prices quoted in Table 61 with those determined for the Steenkampskraal Feasibility Study in Table 76. The REO prices used in the calculation of revenues are summarised in Table 76 and were applied individually to the REOs contained in the saleable product rather than an overall basket price. The overall basket price of saleable REOs would be USD76.69/kg which excludes La, Ce, Ho, Er, Tm and Yb.

214 June Table 76 : REO Prices Used in Revenue Calculations REE SALEABLE TREO (%) PRICE (USD/t) Pr6O Nd2O Sm2O Eu2O Gd2O Tb4O Dy2O Ho2O Er2O Tm2O Yb2O Lu2O Y2O BASKET * Source : GWMG 2014 *Based on a total of 19,661t final saleable product No La, Ce, Ho, Er, Tm and Yb included Table 77 : Three Year Trailing Average Price for REOs (15 May 2011 to 14 May 2014) OXIDE AND ORIGIN 3 YEAR AVERAGE PRICE (UDS/kg) La Oxide 99% min FOB China Ce Oxide 99% min FOB China Pr Oxide 99% min FOB China Nd Oxide 99% min FOB China Sm Oxide 99% min FOB China Eu Oxide 99% min FOB China 2, Gd Oxide 99.99% min Domestic China Tb Oxide 99.9% min FOB China 1, Dy Oxide 99% min FOB China 1, Lu Oxide 99.9% min Domestic China 1, Y Oxide % min FOB China Source : Asian Metals 2014 with permission Exchange rate used for domestic prices 0.16RMB/USD Table 78 : Technical Input Parameters DESCRIPTION UNIT AMOUNT Mining Tonnage mined per annum (ave) tpa 65,574 Waste development tonnage (total) tonnes 292,375 RoM tonnage (total) tonnes 852,474 Total LoM plant feed including supplementary material tonnes 918,474 Processing Tonnes plant per annum including supplementary tonnage over 13 LoM tpa 70,651 Tonnes to hydrometallurgical plant tonnes 266,757 Overall plant carbonate production recovery % Carbonate production tonnes 20,426 Weighted Average REO Separation Plant recovery (toll-treated) Tonnes TREO+Y 2O 3 produced tonnes 63,261 Tonnes REO+Y 2O 3 (excluding La and Ce) prior to toll-treatment tonnes 20,426 Tonnes REO+Y 2O 3 (excluding La and Ce) post to toll-treatment* tonnes 19,661 Note : * tonnes sold post toll-treatment excluding Ho, Er, Tm and Yb The economic analysis was conducted at a series of discount rates and the results are presented in Figure 43A and B, together with the sensitivity analysis (which demonstrates the sensitivity of the NPV to changes in the operating income, operating expenditure and capital expenditure.

215 June Table 79 : DCF Results for the Steenkampskraal Feasibility Study in CAD INTEREST RATE (%) PRE - TAX NPV (CADm) POST - TAX NPV (CADm) 5% % % % % Table 80 : DCF Results for the Steenkampskraal Feasibility Study in ZAR INTEREST RATE (%) PRE - TAX NPV (ZARm) POST - TAX NPV (ZARm) 5% 5, , % 4, , % 3, , % 3, , % 2, , Conclusions to the Economic Analysis The economic analysis conducted for the Steenkampskraal Feasibility Study is presented in Figure 43 and yields a robust internal rate of return (IRR) of 50% and an after-tax net present value (NPV) of CAD274m (ZAR2,628m) at a discount rate of 10%. 22. Adjacent Properties NI Item 23 (a), (b), (c), (d) The Steenkampskraal Project is entirely surrounded by the Greater Steenkampskraal Project for which detailed information on the historic and GWMG exploration programmes, geological and geophysical mapping and potential monazite target identification has been completed and presented in Section 6.2 and Section Other Relevant Data and Information NI Item Radiation Protection Management Plan for the Construction Phase The radiation protection management plan for the Steenkampskraal Project has been developed for the feasibility study and will require some revision as the project enters the construction phase. Currently the project has a Certificate of Registration COR-23 granted by the NNR applicable to the New Order Mining Right Area and potential underground development area demarcated in the mine design. The requirements and conditions of the COR-23 are summarised in Table 83 over page. The main objectives of the radiation protection management plan are:- to fulfil the regulatory requirements of the COR-23; to limit both employee and public exposure to radiation and risk; to development training programmes that ensures adequate training for all personnel regarding radiation protection management, and to effectively implement administration systems to record and manage radiation exposures.

216 DISCOUNTED CASH FLOW MODEL FOR THE STEENKAMPSKRAAL FEASIBILITY STUDY YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR DESCRIPTION UNIT TOTAL MINING Underground Mining Development Ore (tonnes) 248, ,825 11,339 35,998 33,996 33,971 24,978 35,681 12,603 33,558 3,571 2,695 6, Development Grade (%) 3.68% 0% 3% 3% 5% 4% 4% 3% 4% 3% 3% 2% 2% 0% 0% 2% Development Content (tonnes) 9, ,688 1,496 1, , , Stope Ore (tonnes) 503, ,500 32,882 33,936 38,889 47,024 49,537 52,710 58,935 55,283 21,879 63,945 38,162 2,594 0 Stope Grade (%) 10.44% 0% 9% 13% 12% 12% 11% 12% 9% 11% 9% 9% 9% 8% 15% 0% Stope Content (tonnes) 52, ,405 4,134 4,795 4,959 5,712 4,987 6,644 5,046 1,966 5,780 3, Vamping Ore (tonnes) 35, ,000 7,000 6,000 1,000 6,000 8, Vamping Grade (%) 0.00% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Vamping Content (tonnes) Pillar Ore (tonnes) 55, ,123 5,360 4,632 2, Pillar Grade (%) 10.06% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 11% 6% 8% 7% 14% Pillar Content (tonnes) 5, , Waste Development Tonnes (tonnes) 292, ,821 59,462 67,629 28,462 42,505 10,635 7,556 7,679 16,249 3,676 8, Rehab & Ballast Tonnes (tonnes) 10, ,631 2,185 2,473 2, Surface materials Historic Tailing Slimes (tonnes) 46, , Historic Tailing Slimes Grade (%) 7.18% 0% 7% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% TREO Contained in Historic Tailings Slimes (tonnes) 3, , Surface Rock Dump (tonnes) 20, ,000 4,000 4,000 4,000 4, Surface Rock Dump Grade (%) 0.00% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% TREO Contained in Surface Rock Dumps (tonnes) Total Underground ROM (tonnes) 852, ,955 53,406 79,407 81,004 82,452 80,840 97,130 71,657 88,841 67,573 71,999 48,946 5, Total Surface Mining (tonnes) 66, ,000 4,000 4,000 4,000 4, Total ROM Tonnnes (tonnes) 918, ,955 57,406 83,407 85,004 86,452 80,840 97,130 71,657 88,841 67,573 71,999 48,946 5, PROCESSING Feed Tonnes (tonnes) 918, ,955 57,406 83,407 85,004 86,452 80,840 97,130 71,657 88,841 67,573 71,999 48,946 5, Feed Grade (%) 7.68% 0.00% 5.96% 8.33% 6.98% 7.40% 7.36% 7.98% 6.61% 9.88% 6.87% 9.85% 8.58% 6.96% 10.98% 8.80% Total TREO Contained in Feed Material (tonnes) 70, ,347 4,782 5,822 6,292 6,365 6,452 6,420 7,081 6,103 6,653 6,181 3, Lanthanum Contained in Feed Material (tonnes) 14, ,210 1,308 1,323 1,341 1,335 1,472 1,269 1,383 1, Cerium Contained in Feed Material (tonnes) 31, ,968 2,165 2,636 2,849 2,882 2,921 2,907 3,206 2,763 3,012 2,799 1, Total Saleable other TREO in Feed Material (tonnes) 23, ,475 1,623 1,976 2,135 2,160 2,189 2,178 2,403 2,071 2,257 2,097 1, TREO from U/G RoM in Feed Material Processing Delay (tonnes) 0 0 (354) Recovery of Saleable TREO (excl Ce and La) (%) 85.30% 0.00% 91.08% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% 85.01% Recovered Saleable TREO (excl Ce and La) (tonnes) 20, ,021 1,681 1,679 1,815 1,836 1,861 1,852 2,043 1,760 1,919 1, Ce and La from HRE Stream (tonnes) Saleable TREO to Toll Treatment (tonnes) 20, ,026 1,689 1,688 1,824 1,845 1,870 1,861 2,053 1,769 1,929 1, Recoveries from toll treatment plant (%) 97.18% 0% 97% 97% 97% 97% 97% 97% 97% 97% 97% 97% 97% 97% 97% 97% Final Saleable TREO after toll seperation (tonnes) 19, ,633 1,632 1,764 1,784 1,809 1,800 1,985 1,711 1,865 1, Total Saleable Material excl Ce and La (tonnes) 19, ,633 1,632 1,764 1,784 1,809 1,800 1,985 1,711 1,865 1, OPERATING INCOME Concentrate Sales excl Ce and La (ZARm) 16, ,365 1,364 1,474 1,491 1,511 1,504 1,659 1,430 1,558 1, Toll Treatment Penalties (ZARm) (2,184) 0.00 (109.12) (179.66) (179.53) (194.01) (196.27) (198.96) (197.97) (218.37) (188.20) (205.16) (190.61) (104.99) (18.52) (2.15) Shipping Costs To Toll Treater (ZARm) (66) 0.00 (3.27) (5.39) (5.39) (5.82) (5.89) (5.97) (5.94) (6.55) (5.65) (6.15) (5.72) (3.15) (0.56) (0.06) Total Operating Income (ZARm) 14, ,180 1,179 1,274 1,289 1,306 1,300 1,434 1,236 1,347 1, OPERATING EXPENDITURE Mining Labour (Risk adj) (ZARm) (549) (7.56) (35.28) (41.45) (44.40) (45.73) (48.16) (46.77) (51.83) (45.31) (47.13) (43.25) (45.47) (38.95) (8.02) 0.00 Stores (ZARm) (246) 0.00 (11.13) (20.21) (25.70) (23.16) (23.64) (21.13) (23.30) (20.08) (23.67) (16.33) (21.06) (13.80) (2.49) 0.00 Utilities (ZARm) (111) (1.19) (8.13) (8.69) (8.72) (8.83) (9.01) (9.06) (9.13) (9.27) (9.19) (9.38) (9.50) (8.91) (2.02) 0.00 Mining Geology (ZARm) (10) (0.11) (5.01) (5.03) Processing Reagents (ZARm) (1,979) 0.00 (170.62) (127.77) (166.18) (175.30) (177.66) (174.48) (187.30) (177.56) (175.37) (166.96) (162.80) (97.88) (15.71) (3.07) Labour (ZARm) (281) 0.00 (26.63) (22.19) (22.19) (22.19) (22.19) (22.19) (22.19) (22.19) (22.19) (22.19) (22.19) (22.19) (8.88) (1.11) Electricity (ZARm) (916) 0.00 (93.65) (80.71) (91.67) (78.39) (79.73) (74.55) (89.58) (66.08) (81.93) (62.32) (66.40) (45.14) (5.05) (0.73) Vehicles (ZARm) (90) 0.00 (8.50) (7.08) (7.08) (7.08) (7.08) (7.08) (7.08) (7.08) (7.08) (7.08) (7.08) (7.08) (2.83) (0.35) Steam (ZARm) (118) 0.00 (9.40) (7.40) (10.75) (10.96) (11.14) (10.42) (12.52) (9.24) (11.45) (8.71) (9.28) (6.31) (0.71) (0.10) Plant Maintenance (ZARm) (50) 0.00 (9.74) (3.57) (3.57) (3.57) (3.57) (3.57) (3.57) (3.57) (3.57) (3.57) (3.57) (3.57) (0.97) (0.41) Water (ZARm) (2) 0.00 (0.20) (0.17) (0.17) (0.17) (0.17) (0.17) (0.17) (0.17) (0.17) (0.17) (0.17) (0.17) (0.07) (0.01) Stores (ZARm) (35) 0.00 (3.22) (2.56) (3.09) (3.05) (3.09) (3.00) (3.29) (2.93) (3.09) (2.78) (2.79) (1.89) (0.37) (0.06) Access Road Maintennace (ZARm) (35) 0.00 (3.30) (2.75) (2.75) (2.75) (2.75) (2.75) (2.75) (2.75) (2.75) (2.75) (2.75) (2.75) (1.10) (0.14) Contractors Camp (ZARm) (141) 0.00 (13.38) (11.15) (11.15) (11.15) (11.15) (11.15) (11.15) (11.15) (11.15) (11.15) (11.15) (11.15) (4.46) (0.56) VMD1445_GWMGSteenkampskraal_2014 Steenkampskraal Project Figure 43a

217 DISCOUNTED CASH FLOW MODEL FOR THE STEENKAMPSKRAAL FEASIBILITY STUDY YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR DESCRIPTION UNIT TOTAL G&A and Other Costs General and Administrative (ZARm) (430) (16.50) (32.58) (32.11) (32.12) (32.18) (32.26) (32.29) (32.33) (32.40) (32.36) (32.45) (32.51) (32.22) (17.32) (8.63) Decomissioning and Environmental Costs (ZARm) (61) 0.00 (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) (4.36) Total Operating Expenditure (ZARm) (5,054) (25) (435) (377) (434) (429) (436) (423) (461) (414) (435) (393) (401) (296) (74) (20) CAPITAL EXPENDITURE Government Grant (ZARm) Mining Project Capital (ZARm) (233) (83.97) (65.05) (22.98) (12.91) (14.33) (8.30) (6.24) (6.24) (6.24) (5.81) (0.76) (0.23) (0.21) U/G Mining Development (Capital Development) (ZARm) (279) (3.39) (16.78) (18.83) (42.18) (22.20) (32.80) (18.91) (23.88) (22.11) (40.93) (20.21) (12.86) (4.23) Processing Site Establishment (ZARm) (19) (18.53) Construction of Contractors Camp / Staff Camp (ZARm) (21) (21.17) Earthworks - Plant Footprint Terrace & RCP (ZARm) (22) (21.88) Hydromet & Milling Construction (Process Plant part A) (ZARm) (327) (196.16) (130.77) Initial Infrastructure Construction (ZARm) (124) (74.47) (49.65) DMS & Comminution Construction (Process Plant part B) (ZARm) (57) 0.00 (57.47) Rest of Infrastructure Construction (ZARm) (38) 0.00 (38.25) Project Team Costs (ZARm) (4) (3.80) Indirect costs (ZARm) (117) (56.10) (56.10) (4.68) P&G's (ZARm) (105) (49.36) (55.66) Contingency (ZARm) (100) (54.86) (44.08) (0.97) Electrical Project Capex (ZARm) (86) (41.20) (44.79) Sulphuric Acid Plant Capex (ZARm) (71) (71.04) Sustaining Capex (ZARm) (63) (3.78) (2.93) (5.58) (5.13) (5.19) (4.92) (4.83) (4.83) (4.83) (4.81) (4.58) (4.56) (4.56) (2.27) 0.00 Total Capital Expenditure (ZARm) (1,636) (625) (517) (57) (101) (87) (46) (30) (35) (33) (52) (26) (18) (9) (2) 0 PRE TAX CASH FLOW Net Operating Income (ZARm) 9,283 (25.36) , (5.38) Net Operating Income After Capital Expenditure (ZARm) 7,647 (650.07) (234.79) (5.38) Assessed Loss Calculation Accumulated Loss - Opening Balance (ZARm) (305.40) (955.55) (1,190.81) (445.84) Current Year Capex (ZARm) (1,636) (624.71) (516.74) (56.83) (101.41) (86.51) (46.02) (29.99) (34.95) (33.18) (51.55) (25.54) (17.64) (9.00) (2.27) 0.00 Closing Capex and Opening Accumulated Loss (ZARm) (930.11) (1,472.28) (1,247.64) (547.25) (86.51) (46.02) (29.99) (34.95) (33.18) (51.55) (25.54) (17.64) (9.00) (2.27) 0.00 Assessed Loss Calculation Royalties Accumulated Loss - Opening Balance (ZARm) 0.00 (80.79) (121.72) (110.76) (106.73) (84.97) (65.46) (32.90) Current Year Mining Capex (ZARm) (87.36) (81.83) (41.81) (55.09) (36.53) (41.10) (25.16) (30.12) (28.36) (46.75) (20.96) (13.08) (4.44) Closing Capex and Opening Accumulated Loss (ZARm) (87.36) (162.62) (163.53) (165.85) (143.26) (126.07) (90.62) (63.02) (28.36) (46.75) (20.96) (13.08) (4.44) ROYALTY PAYMENTS Revenues for Royalty Calculation (ZARm) 1, Operating Costs for Royalty Calculation (ZARm) (906) (8.75) (54.54) (70.36) (78.82) (77.72) (80.81) (76.97) (84.26) (74.66) (80.00) (68.97) (76.03) (61.66) (12.54) 0.00 Balance used for Royalty Rate Calculation (ZARm) (80.79) (121.72) (110.76) (106.73) (84.97) (65.46) (32.90) Royalty Formula (%) % % -9.50% -8.10% -6.44% -4.64% -2.21% 0.51% 2.85% 1.55% 3.33% 4.17% 4.80% 5.26% 0.00% Royalty Rate (%) 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.51% 2.85% 1.55% 3.33% 4.17% 4.80% 5.26% 0.50% Royalty Payment (ZARm) (26.48) (0.08) (0.48) (0.62) (0.69) (0.68) (0.71) (0.67) (0.76) (3.72) (2.17) (4.02) (5.55) (5.18) (1.15) 0.00 TAX PAYMENTS Accumulated Loss - Opening Balance (ZARm) (305.40) (955.55) (1,190.81) (445.84) Taxable Income/(Loss) for period (ZARm) (650.15) (235.26) (5.38) Taxable Income/(accumulated Loss) (ZARm) (955.55) (1,190.81) (445.84) (5.38) Taxable Balance (ZARm) Tax Payment (ZARm) (2,050) (55.15) (212.19) (225.69) (238.75) (225.01) (275.17) (209.01) (258.72) (231.62) (106.07) (12.27) 0.00 Steenkampskraal Project Working Capital (ZARm) (95) (10.00) (10.00) (10.00) (10.00) (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) (5.00) Post Tax Cash Flow (ZARm) 5,476 (660) (245) (10) Accumulated Cash Flow (ZARm) (660) (905) (170) ,523 2,132 2,706 3,408 3,941 4,601 5,192 5,459 5,486 5,476 Discounted Cash Flow (ZARm) 2,628 (660) (223) (3) VMD1445_GWMGSteenkampskraal_2014 Figure 43b

218 SENSITIVITY ANALYSIS Operating Income Real Operating Expenditure Real Capital Expenditure Real % 90% 100% 110% 120% % 90% 100% 110% 120% % 90% 100% 110% 120% -4% % % % % % % % % % % % % % % SENSITIVITY ON OPERATING INCOME (REAL) SENSITIVITY ON OPERATING EXPENDITURE (REAL) SENSITIVITY ON CAPITAL EXPENDITURE (REAL) NPV (CADm) % 90% 100% 110% 120% 1% 3% 5% 7% 9% NPV (CADm) % 90% 100% 110% 120% 1% 3% 5% 7% 9% NPV (CADm) % 90% 100% 110% 120% 1% 3% 5% 7% 9% Steenkampskraal Project VMD1445_GWMGSteenkampskraal_2014 Figure 44

219 June The current radiation protection plan is managed through the company Managing Director (Mr V Fitzmaurice), the Radiation Protection Officer (Mr D Coertzen) and the external consultant radiation specialist Mr I Kruger who acts as the company Radiation Protection Specialist. Both a Prospective Public Safety Assessment and Prospective Worker Safety Assessment update will be required for the construction phase as summarised below:- Prospective Public Safety Assessment: will identify potential radiation exposure routes and associated radiation dose, as a result of the construction activities, to which the public may be exposed. The Public Radiation Protection Programme will be updated according to the assessment results and submitted to the NNR; and Prospective Worker Safety Assessment: will identify potential radiation exposure routes and associated radiation dose, as a result of the construction activities, to which the workers may be exposed. The Worker Radiation Protection Programme will be updated according to the assessment results and submitted to the NNR. The approval of the new radiation protection programmes for the workers and public, will require several months and construction may not commence without the approvals Risk Assessment The Steenkampskraal Project enterprise risk assessment was undertaken on 26 March 2014 by a team comprising the GWMG project manager and technical team, as well as all contributing specialist consultants/qps and their representatives. The objective of the risk assessment was to identify any risks and/or opportunities that could impact the project objectives and further, to agree on mitigation/improvement actions to effectively manage such risks/opportunities. The risk assessment was undertaken in compliance with ISO risk management principles and guidelines and the assessment scope was limited to the project history, current activities at the mine and the process of completion of the feasibility study. Each risk was allocated to the categories summarised in Table 81 and the risk matrix used in assessment of the degree of risk is presented in Table 82. Table 81 : Risk Categorisation for the Steenkampskraal Project PROJECT COMPONENT Legal Commercial Market Political Business environment Technical risks Operational readiness SHEQC Contracts management Project Management Technology Radiation Source : GWMG 2014 AREAS OF RISK Contracts, legislation, compliance, labour Financial, economic, interest rates, inflation, currency, procurement Pricing, demand, volumes, substitute materials Corruption, violence, government policy, stability Power, licences, permits, levies, infrastructure Designs, geology, mining, ventilation, construction, metallurgy, availability Training, staffing, capacity, emergency preparedness, equipment Safety, health, environment, quality, community Default of counterparty, corruption, upcoming contractors Skills, resources, schedule, scope management, estimate basis / accuracy, integration New, availability, security breaches, failure, integration with current Radiation exposure, permits, compliance Table 82 : Risk Matrix for the Steenkampskraal Project Risk Assessment CONSEQUENCE LIKELIHOOD Minor Low Medium High Major 5 Almost certain Medium Significant Significant High High 4 Likely Medium Medium Significant High High 3 Possible Low Medium Significant Significant High 2 Unlikely Low Low Medium Significant Significant 1 Rare Low Low Medium Medium Significant

220 June Table 83 : GWMG Compliance to the Terms and Conditions of the COR-23 Hazard Assessment (Section 1.2 and 2.2 of the COR-23) Operational Limitations (Section 1.3 and Section2.3.1 of the COR-23) Operational Radiation Protection for the workforce (Section 1.4 and of the COR-23) Operational Radiation Protection for the Public (Section 1.4 and of the COR-23) Radioactive Waste (Section 1.5 and 2.5 of the COR-23) Transportation (Section 1.6 and 2.6 of the COR-23) Physical Security (Section 1.7 of the COR-23) Occurrences (Section 1.8 and 2.8 of COR-23) AUTHORISATION CONDITIONS AUTHORISATION REQUIREMENT GWMG COMPLIANCE All operations and activities involving radioactive material must be approved by the NNR Assessment of risk must be both identified and quantified Report on clean-up operations and risk assessment for construction workers Assessment of risk to employees and visitors to site Assessment of risk to public No demolition of plant material without approval by the NNR Any waste with a an alpha (U 238, U 234, Th 230, Ra 226, No maintenance activities on plant treating radioactive material Po 210, Th 232, Th 228 ) activity exceeding 1,000Bq/g to to be undertaken without NNR approval be stored in a facility approved by the NNR RD-006 Requirements for Control of Radiation Hazards RD-010 Requirements for Radiation Dose Limitation NNR approval of RD-006, RD-010 and RD-011 requirements RD-011 Requirements for Medical Surveillance and Control of Persons Occupationally Exposed to Radiation NNR approval of RD-007 and RD-011 requirements RD-007Requirements for the Controls over Radioactive Effluent Discharges and Environmental Surveillance A radioactive waste management programme including RD-004 RD-004 Requirements for Radioactive Waste must be approved Management Any transportation of radioactive material must comply with TS- R-1 of the International Atomic Energy Agency TS-R-1 Regulations for the Safe Transport of Annual report to the NNR detailing no of consignments, radioactive Material 1996 edition radioactive content, packaging and consignees NNR approved security system to prevent unauthorised access Incidents and accidents must be reported by RD-012, RD-009. An emergency plan approved by NNR as per RD-008 Quality management (Section ISO9000:2005 and ISO9001: and 2.9 of the COR-23) Source : GWMG 2014 Radiation Management Plan RD-008 Requirements for Emergency Preparedness RD-009 Verbal Communication with the NNR RD-012 Notification Requirements for Occurrences RD-005 Quality Management Requirements for Activities involving Radioactive Material Worker Radiation Assessments for construction and underground infrastructure in place N/A at this stage Clean-up procedures were approved by the NNR N/A Worker radiation protection programme approved and in place Radiation protection function in place Medical surveillance programme in place Public radiation protection programme in place Integrated waste management programme complete Transport procedure in place Compliant in terms of sampling Physical security procedure in place Emergency preparedness in place Occurrence reporting procedures in place Quality Management Procedure in place

221 June Each project risk was defined, allocated to a risk category (Table 81), the degree of risk assessed (Table 82) and the source of the risk identified. The potential consequences attached to each risk were evaluated and an inherent risk rating applied. The current project management controls to mitigate the risk were defined and a residual rating to the risk applied. Potential mitigation procedures were identified and planned with a responsible person from the owner s team allocated to undertake the required mitigation actions. In total, 24 risks were identified of which 37% were considered medium level risks; 50% significant and 8% high risk. The highest risk relates to inadequate funding to maintain the current project operations and to progress into the construction phase. Technical risks relate to the emission control which can be mitigated and radiation exposure for workers which have been addressed in the mine design and meets NNR requirements. Potential risks relating to delays in approvals by the DMR, DWAF and NNR could affect project timing but such risks have been anticipated and managed by GWMG. Overall, apart from the normal risks associated with mining development projects, the Steenkampskraal Project has been rated as a medium risk project. Table 84 : Risk Assessment Results PROJECT COMPONENT AREAS OF RISK NUMBER OF RISKS RISK RATING Legal Contracts, legislation, compliance, labour 3 2 medium; 1 significant Commercial Financial, economic, interest rates, inflation, currency, procurement 6 2 medium; 2 significant; 2 high Market Pricing, demand, volumes, substitute materials Understood and allowances made Political Corruption, violence, government policy, stability Difficult to assess Business environment Power, licences, permits, levies, infrastructure 2 1 medium, 1 significant Technical risks Designs, geology, mining, ventilation, construction, metallurgy, availability 4 3 medium; 1 significant Operational readiness Training, staffing, capacity, emergency preparedness, equipment 1 1 significant SHEQC Safety, health, environment, quality, community 1 1 significant Contracts management Default of counterparty, corruption, upcoming Difficult to contractors assess Project Management Skills, resources, schedule, scope management, estimate basis / accuracy, integration 3 1 medium; 2 significant Technology New, availability, security breaches, failure, integration with current 1 1 medium Radiation Radiation exposure, permits, compliance 3 3 significant Project Execution Plan The construction schedule for the Steenkampskraal Project is presented in Table 85 and illustrates that the entire project can be brought to full steady state production in two years. The capital requirements for the processing plant are spread over 15 months after site establishment, with the Hydrometallurgical Plant being completed first in order to generate early revenue from the processing of the historic TSF material. The completion of the Metallurgical Plant was synchronised to coincide with the first generation of underground RoM in months 21 and 22. A three month ramp-up for both mine and processing plant is provided for in the schedule. GWMG has permission from the NNR to start construction of the surface plant and underground operations but the actual date of the initiation of the construction depends on various factors including the following:- timing of the funding provision; timing of agreements undertaken with mining and construction contractors; and receipt of an IWUL from DWA which is imminent.

222 June Table 85 Steenkampskraal Project Development and Construction Schedule YEAR 0 Year 1 Yr2 PROJECT COMPONENT DURATION M1 M2 M3 M4 M5 M6 M7 M8 M9 M10 M11 M12 M13 M14 M15 M16 M17 M18 M19 M20 M21 M22 M23 M24 M25 Surface construction Site establishment / camp 3 months Site Earthworks and RCP development 4 months Earthworks RCPs Initial Infrastructure 10 months Initial Infrastructure Hydrometallurgical Plant 10 months Hydrometallurgical Plant Metallurgical Plant construction 7 months Metallurgical Plant Remainder of infrastructure 8 months Remainder Infrastructure Commissioning and ramp-up 3 months Ramp-up Underground Construction Site establishment 3 months Site Portal development 4 months Portals Mine development 13 months Underground mine development Reef stoping 5 months Reef stoping Operation Processing of tailings 10 months Processing Historic Tailings Reef stoping 5 months Initial stoping

223 June Interpretation and Conclusions NI Item 24 The review and consolidation of the numerous trade-off studies and optimisations undertaken for the Steenkampskraal Feasibility Study has highlighted the following conclusions and interpretations. the Steenkampskraal Project is an advanced brownfields REE exploration project based on an historic thorium mine operated by Anglo American in the late 1950s and is at the strategic point of reclassification as a development project; Steenkampskraal Feasibility Study is a techno-economic analysis of GWMG s flagship Steenkampskraal Project only and is not intended to disclose any technical or economic information relating to GWMG s non-south African exploration projects or any of it s subsidiary companies; the Steenkampskraal Project represents a strategic basis for GWMG s vertically integrated business model which apart from mining of REE enriched material, includes physical concentration and hydrometallurgical processing stages, conversion to high purity oxides and ultimately to specialist alloys; the mining and processing of the Steenkampskraal Project will be undertaken within separate legal entities, which will be responsible for specific components of the business model; the mining, processing and infrastructure design components of Steenkampskraal Feasibility Study have been optimised by over 35 trade-off and optimisation studies mostly conducted at a 15% accuracy level (with some at 25% accuracy levels) and Venmyn Deloitte considers that the Steenkampskraal Feasibility Study is of sufficient accuracy and confidence levels that potential investors can make reasonable decisions based on the broad outcomes of the study; the project is located in an arid, remote part of the Western Cape province and comprises a New Order Mining Right (over approximately 474ha) valid until 2030, which is surrounded by GWMG owned prospecting rights valid until 2017; the mining right provides access and surface rights to the project area and GWMG owns several of the farms comprising the adjacent prospecting rights and no legal issues pertaining to access or servitudes exist; the topographic and climatic aspects of the region will not impact future operations and good access to the project area is possible via existing roads. The remote location however results in limited regional power and water supply opportunities but the feasibility study has shown that the project can be cost effectively self-sustaining in terms of its infrastructure requirements; the project is based on the exploitation of a mineralised monazite vein and surface historic TSF material and rock dumps which contain radioactive material. The rehabilitation of the historic infrastructure and the management of the radiological character of the in situ and extracted material have formed a critical aspect of the Steenkampskraal Feasibility Study. GWMG is registered with the NNR, currently holds a valid Certificate of Registration and is permitted to undertake the rehabilitation and refurbishment activities currently underway; the monazite deposit occurs within the Bushmanland Terrane of the Namaqua-Natal Metamorphic Province and forms part of an intrusive suite emplaced during the 1,100Ma aged Namaqua orogeny and associated regional metamorphic event. The emplacement of the narrow (0.2m to >10m thick) monazite vein is structurally controlled and occurs along a strike length of,1,200m to a known depth below surface of 160m. The unusual intrusion is considered to have formed through the development of an REE enriched immiscible liquid through fractional crystallisation of a granitic magma or partial melting of an thorium enriched granitic progenitor; the TREO+Y 2O 3 grades (14% TREO+Y 2O 3 in situ) of the monazite deposit are high for typical REE deposits and the grade distribution has historically been considered relatively consistent throughout the deposit. A geochemical 3D modelling exercise has recently shown that Th-REE enriched pockets exist that have been specifically targeted early in the mine plan;

224 June extensive exploration has been conducted both on the mining right area and the surrounding prospecting rights. Geological mapping, scintillometer surveys, geophysical surveys, trenching and surface channel sampling, underground channel sampling and five phases of drilling have been completed since the acquisition of the project by GWMG in The geological and assay information provided from the five phases of drilling confirmed historic drilling results, defined strike and down-dip extensions of the target horizon as well as provided information of sufficient accuracy for the definition of Measured and Indicated Mineral Resources. The exploration programmes were conducted according to international best practise guidelines and within the scope of NI requirements. The drilling and sampling programmes were in Venmyn Deloitte s opinion, and that of several additional independent consultancies/qualified Persons, to be appropriate for the nature and style of mineralisation; the Steenkampskraal Feasibility Study is based on the October 31, 2013 Mineral Resource estimate, which includes:- o in situ Measured Mineral Resources of 85,000t at a grade of 19.54% TREO for 16,610t contained TREO; o in situ Indicated Mineral Resources of 474,000t at a grade of 14.12% TREO for 67,000t contained TREO. o the historic surface tailings are classified as an Indicated Mineral Resource of 46,000t at a grade of 7.18% TREO for 3,300t contained TREO; and o total Measured plus Indicated Mineral Resources of 605,000t at an average grade of 14.36% TREO for a total of 86,900t contained TREO. the feasibility study supports the declaration of Mineral Reserves as follows: o Probable in situ Mineral Reserves of 651,000t at a grade of 8.2% TREO for 53,400t contained TREO o Probable surface (historic tailings) Mineral Reserves of 45,100t at a grade of 7.2% TREO for 3,200t contained TREO o Proven in situ Mineral Reserves of 103,600t at a grade of 12.39% TREO for 12,800t contained TREO detailed bench scale and mini-pilot plant scale testwork programmes were undertaken both in South Africa and Canada. The various metallurgical testwork programmes included trade-off studies on different methodologies of physical beneficiation and hydrometallurgical cracking which provided the information required to define a process flow sheet and the required design parameters for the plant engineering design. The testwork results were detailed enough that capital and operational cost estimates at a 15% accuracy level could be generated for the majority of the proposed Steenkampskraal Process Plant circuits. The testwork further provided comfort that impurities could be satisfactorily removed and that a final product within known toll-treater s specifications could be produced. The testwork also permitted understanding of the potential of co-product recovery; the mine design was specifically undertaken with radiological modelling as its basis and the design represents an industry first in Southern Africa for the exploitation of radioactive minerals. The mine design included numerous trade-off studies particularly with respect to stope design, materials transport design and labour requirements specifically based on the radiological models; the Steenkampskraal Mine has been planned as a small underground mining operation incorporating the Central Historic Mine Area, which will deliver a maximum of 11ktpm of RoM. Appropriate mining methods have been selected for the mineralisation, namely conventional down dip stoping and mechanised long hole open stoping, both of which are well understood and widely practised in South Africa; a 13 year LoM plan has been prepared which provides for the mining of 807kt of RoM from stoping of the mineralisation and 292kt of development waste with additional supplementary material in the form of historic ballast, mud and rehabilitated rock from planned existing ore drives. Geotechnical guidelines for the design and layout of the stoping layouts have been established based on historic, as well as new empirical measurements and observations.

225 June the underground radiological modelling and ventilation studies have shown that the Steenkampskraal Mine underground mining operation can be operated safely and in an environmentally acceptable manner if the designed ventilation controls are maintained, the recommended radiological mitigation practices are applied and the principles of radiological exposure time management are enforced on all workers, operators and employees; the ventilation model has determined that the ventilation circulation ceiling is 240m 3 /s; which is currently imposed by mine geometry and airway size, and can be increased if required through the strategic placement of additional raise bore airways and the resizing of intake airways; a comprehensive ongoing Occupational Health Monitoring Programme is essential and will require a three-tiered monitoring programme to address radiological exposure, toxicological exposure and carcinogenic exposure. The feasibility study incorporated modelling of all these aspects and a surveillance system will be required to monitor the movement of radioactive material throughout the mine which will permit control of moved material, understanding of the radiological load of the blasted material and management of individual radiological exposure; studies undertaken regarding the control of emissions from the ventilation fans have indicated that mitigation steps will be required to reduce radioactive plume fallout concentrations at ground level to acceptable levels and to minimise the risk of shortcircuiting between the exhaust fan plumes and intake airways. The implementation of dilution at source principles has been determined as the most efficient and cost effective solution; the mine design includes capacity for the underground safe storage of radioactive material at the end of the LoM according to specific outlines stipulated by the NNR; the Steenkampskraal Process Plant is a unique design specifically undertaken to limit and minimise radiological risk but comprises standard equipment and processes used throughout the mining sector. The radiological risk mitigation comprises classification of the plant into areas of graded risk, high security areas, boundary walls, remote CCTV monitoring, dust suppression and remote control inspection; the mine plan and process plant construction was specifically designed so that the surface TSF material can be processed through the Hydrometallurgical Plant which is constructed first, with the Metallurgical Plant undergoing construction at the same time as the underground mine is being developed. The capital expenditure for the processing plant is thereby split over two years; the Metallurgical Plant comprises a comminution section and concentrator plant comprising twostage crushing, grinding/milling, magnetic separation and dense medium separation. Due to the nature of the DMS design, it produces a consistent, high grade feed to the Hydrometallurgical Plant. The design is project appropriate, cost effective and a reliable solution to the anticipated fluctuation in throughput and RoM grade; the Hydrometallurgical Plant incorporates: acid cracking/baking, water leaching, double salt precipitation, solid/liquid separation, impurity extraction, reagent recovery and carbonate precipitation in a complex flowsheet which however is based on known and tested technologies, which have been combined in a unique and innovative manner to accommodate the variability and risks associated with the mineralised monazite vein material; the overall plant recovery of saleable REE carbonate before toll treatment is expected to be 85%; a geochemical modelling exercise has provided an excellent database for characterising the RoM and will permit predictive reagent modelling in the process plant based on the chemistry of the RoM being sourced; the processing plant has included as part of the infrastructure, a steam and sulphuric acid production plant which supplies more than sufficient acid for the plant requirements and provides steam which significantly reduces power consumption. A sodium sulphate regeneration circuit is also included to reduce reagent costs; detailed infrastructure designs have been undertaken for the underground mine operation and the surface process plant including site plan, power reticulation, bulk and potable water supply, roads, buildings, workshops, administration, reagent and fuel stores and security;

226 June the power supply was designed as a result of various trade-off studies to comprise a battery of three diesel generators (1.5MW capacity each) under hire for two years and purchased outright thereafter. In addition a photovoltaic solar farm will provide 2.7MW independently of the generators; the bulk water supply has been identified in hydrological, hydrogeological studies and drilling campaigns, as a series of aquifers with a combined capacity of 7.5Mm 3 which are more than capable of supplying the required maximum 750m 3 /day to the Steenkampskraal Project. The potable and process water will be treated in reverse osmosis plants and much of the process and underground water will be purified and reused; the new tailings arising from the process plant will be stored in a series of RCPs which will be excavated as required and rehabilitated with non-radioactive waste from the off-reef underground developments. Radioactive material from the thorium and uranium removal circuits in the process plant will be stored in the underground long term storage vault; GWMG has the necessary environmental permitting and authorisations required to continue progressing to a future construction phase. Venmyn Deloitte considers that GWMG has adequately anticipated the additional studies required for the environmental authorisations to proceed into the construction/operational phase, and all of the necessary studies are either currently being undertaken or have been anticipated and are undergoing investigation or planning; the potentially problematic radiological aspects of the project are suitably constrained by the existence of a Certificate of Registration with the NNR which establishes the extraction, storage and transportation criteria required for the Steenkampskraal Project radioactive material. The GWMG approach to radiological issue has been detailed and rigorously in-line with the NNR recommendations, rendering the environmental liabilities manageable and mitigating potential risk to acceptable levels; GWMG is cognisant of its obligation towards rehabilitation and closure financial provision and has created a trust fund, the quantum of which has been specifically estimated in order to be currently sufficient for any possible premature closure liabilities. As the project progresses and during the LoM, continual annual provisions have been provided for in the financial analysis to ensure sufficient funds for the CAD6.35m (ZAR61m) closure costs and the costs for monitoring and post closure management of residual and latent environmental impacts. GWMG has undertaken considerable rehabilitation measures already, of which the DMR is aware and for which GWMG may be compensated through adjustments to future royalty calculations; given the current and planned management of environmental risks, Venmyn Deloitte considers that the environmental aspects of the Steenkampskraal Project have been adequately considered and addressed for the feasibility study. Furthermore, the anticipated authorisations for the construction and operation phases are in the process of being completed and no serious risk of potential fatal flaws to the project implementation has been identified; the total capital expenditure for the Steenkampskraal Project is CAD173.4m (ZAR1,666.4m), which will be split into initial capital expenditure required in the first 25 months of CAD118.78m (ZAR1,142m) and the post commercial production capital expenditure of CAD51.50m (ZAR495m); the operating costs for the project are CAD38.67/kg (ZAR371.4) saleable REO; the economic analysis conducted for the Steenkampskraal Feasibility Study was undertaken at various discount rates and a saleable REO basket price of USD76.69/kg to yield a robust internal IRR of 50% and an after-tax NPV of CAD274m (ZAR2,628m); additional optimisations have been recognised in the selected mining and process methodologies but were not included in the feasibility study costing and economic analysis, as time constraints prohibited detailed analysis. The optimisations however are considered by GWMG to be potentially significant to the project economics and will be investigated in the detailed engineering design to be conducted prior to construction;

227 June a detailed analysis of the REE market was conducted as part of the feasibility study and specific forecast price decisions were based on supply and demand trends. The feasibility study defined various basket prices for market comparative purposes but revenues in the economic analysis were calculated on individual REE prices and production statistics. GWMG made a strategic decision to ascribe no value to La, Ce, Ho, Er, Tm and Yb and Venmyn Deloitte has undertaken the revenue estimation based entirely on the sales of Pr, Nd, Sm, Dy, Eu, Lu, Tb, Gd and Y; all of the Steenkampskraal Feasibility Study components have been independently reviewed and the details of the reviewer, comments and conclusions are presented within each relevant report section; each component study has undergone a rigorous risk assessment and the Steenkampskraal Project as a whole has been rated as a medium risk operation at the present level of study, the highest risks identified relate to inadequate funding for construction and development; a project timeline has been designed in detail with a total construction period of 25 months and commercial production commencing in Year 1 albeit at a lower production rate than steady state; overall, Venmyn Deloitte considers the Steenkampskraal Feasibility Study to have fulfilled its purpose of demonstrating to a high degree of confidence, the potential to cost effectively and profitably mine and process the monazite deposit. The radiological issues can be mitigated and such measures, while contributing to high capital expenditure, will result in a working environment that complies with all of the applicable occupational health and safety requirements, as well as the local South African and IAEA nuclear regulations. No fatal flaws in terms of tenure, permitting, infrastructure requirements, the technical aspects of mining and processing, as well as marketing have been identified and Venmyn Deloitte is of the opinion that the positive outcome of the feasibility study provides confidence for GWMG to progress onto the detailed engineering design stage and preparation for construction. 25. Recommendations NI Item 24 The following recommendations and potential optimisations have been compiled from each of the key study components. The Steenkampskraal Feasibility Study has shown that the mining and processing designs are such that the development of an economically viable operation is possible without significant additional testwork or exploration being required. The outstanding technical requirement at this stage is the completion of the geotechnical laboratory testwork which is a priority before undertaking the next stage of mine design. However, during the course of the feasibility study various studies identified areas of optimisation and upside potential for the project outcomes. The possible optimisations would be optional improvements that could be undertaken by GWMG depending on the availability of funding and the strategy adopted by GWMG for the development of the project. Venmyn Deloitte is of the opinion that the investigation of the additional HCl leaching circuit would be the priority if sufficient funds permitted the investigation. The following key optimisations have been compiled from each of the study components:- Mineral Resources, Modelling and Mining:- o o o additional exploration can be considered to evaluate the potential for depth extensions to the mineralisation and potential for the existence of surface alluvial deposits that could provide additional plant feed and extend the life of the project as well as the LoM; potential exists to upgrade current Inferred Mineral Resources to the Indicated category for inclusion in the mine design and Mineral Reserves; and geo-metallurgical modelling of all co-products has provided a basis for isolating particular areas where, for example apatite concentrations are such that they can affect the acid consumption rate in the processing plant. The monitoring of such factors combined with modelling of reagent use can reduce overall reagent consumption which is a significant contributor to the processing costs;

228 June o o o the levels of capital and operational expenditure on underground ventilation and radiological mitigation and controls can be further optimised; a continuing geotechnical monitoring and in-situ measurement programme should be undertaken to support the rehabilitation of the existing old mine workings and the opening of the new resource block areas; further optimisation of the mix between the differing mining methods can be investigated; Processing o o o o o o o the excess sulphuric acid generated in the sulphuric acid generation plant could be marketed; the potential for power co-generation from the sulphuric acid plant can be further investigated; REO recovery improvement with additional hydrochloric acid leaching is possible. Current design capacity in the hydrochloric leach circuit could permit the additional leaching but additional recovery testwork must be undertaken before the extent of the potential upside can be determined or incorporated into the feasibility study; optimisation of the design of the magnetic circuit could be undertaken; optimisation of the radium removal from LREE circuit could include consideration of ion exchange removal of the radium from solution; and testwork can be undertaken to allow design for removal of gold and silver from the water leach residue, which could theoretically be a simple, standard and inexpensive procedure; the costs and recoveries for circuits to extract additional high value co-products should be considered; Transportation and toll treatment charges:- o o o the transportation costs to the separation plant included in the economic analysis represent an unoptimised scenario and could be optimised if the REE carbonate product is calcined to an oxide which would result in a dried, reduced weight product for transport; recent in-house logistics price enquiries and estimates, suggest that the transportation costs of REE carbonate to the separation plant used in the economic analysis, could be reduced with potential saving on transportation costs; and the toll-treatment charges applied to the REO separation in the economic analysis were based on an interim agreement which provided an average cost of USD10/kg. Subsequent to the publication of the economic analysis, latest discussions with the toll-treater suggest that a less conservative figure can be safely applied which will positively impact the toll treatment charges. The estimated costs for the completion of laboratory testwork and most significant optional additional investigations are summarised as follows. GWMG will review the above recommendations in the context of the funding raised. Estimated Costs for Recommendations and Potential Optimisations RECOMMENDATION CAD ZAR Completion of the geotechnical laboratory testwork 1,249 12,000 Five 50mm geotechnical drillholes to collect the above samples 40, ,400 Sub-total - geotechnical 41, ,400 Potential Optimisation Additional depth exploration and upgrading of the Inferred Mineral Resources (20 diamond drillholes + site establishment) 289,950 2,786,400 Optimisation of ventilation and radiological design 72, ,000 Optimisation of mining methodologies 52, ,000 Additional HCL optimisation testwork 52, ,000 Potential co-product recovery testwork and design 104,058 1,000,000

229 June Effective Date and Signatures A.N. Clay M.Sc. (Geol.), M.Sc. (Min. Eng.), Dip. Bus. M. Pr.Sci.Nat, MSAIMM, FAusIMM, FGSSA, MAIMA M.Inst.D, AAPG Venmyn Deloitte - Qualified Person Section 21 (signed:) A.N.Clay R. Machowski B.Sc. Eng. (MinProc), Pr. Eng., MBA ECSA, FSAIMM, SACPS ULS Mineral Resource Projects Qualified Person Sections 12, 16 and processing section of 20 (signed: ) R. Machowski I. Jones B.Sc. (Hons), M.Sc. FAusIMM, CP Geo. Previously with Snowden Group Denny Jones Qualified Person Section 13 (signed: ) I. Jones G.L. Marra B.Sc. Eng (Civil), M.Eng., Pr.Eng., MSAICE ULS Mineral Resource Projects Qualified Person Section 17 and infrastructure section of 20 (signed : ) G.Marra V. Duke Pr.Eng., PMP, B.Sc. Min.Eng. (Hons), M.B.A., FSAIMM, MECSA, MPMI, MMASA Sound Mining Solution Qualified Person Sections 14, 15 and mining section of 20 (signed : ) V.Duke F. Harper B.Sc. (Hons), Pr.Sci.Nat. MSAIMM, MGSSA Venmyn Deloitte Qualified Person Sections 1 to 11,18,19,21-26 (signed : ) F.Harper A.J. de Klerk.Sc. (Hons), G.D.E. MGSSA, Pri.Sci.Nat. Venmyn Deloitte Qualified Person Sections 1 to 11, 18, 19, 24 to 26 (signed : ) A. de Klerk Effective Date : 20 June 2014

230 June References AUTHOR DATE TITLE SOURCE AMIS 2010 AMIS0185 Certified Reference Material, Certificate of Analysis, 4 December 2010 AMIS Andreoli, M.A.G 1994 The Geology of the Steenkampskraal Monazite Deposit with guidelines for Rare Earth Exploration in Southern Namaqualand. Rare Earth Extraction Company Limited The Geology of the Steenkampskraal Monazite Andreoli, M.A.G., Smith, C.B., Watkeys, M., 1994 Deposit, South Africa: Implications for REE-Th-Cu Moore, J.M., Ashwal, and Hart, J.J. ( Mineralization in Charnockite-Granulite Terranes. Economic Geology, 89 (5), Antoine, L.A.G Geophysical Surveys on the Steenkampskraal Situation report Reference: Monazite Prospect 13/173/FF/86/11, 14 February 1986 Basson, I.J Steenkampskraal Monazite Mine - Structural Analysis TECT Geological Consulting Bürvenich, T.M.J.A.G 1986 Induced Polarisation Surveys at the Situation report, Reference: Steenkampskraal Monazite Prospect 13/173/FF/86/596, July 1986 Cornell, D.H., Gibson, R.L., Moen, H.F.G., Moore, J.M., Thomas and R.J., Reid, D.L The Namaqua-Natal Province The Geology of South Africa Steenkampskraal Monazite Mine Scoping and Dalgliesh, C., Steyn, K. And Law, M Environmental Impact Reporting and SRK Report Number /1 Environmental Management Programme January 2011 Amendment Process Scoping Report Steenkampskraal Monazite Mine Environmental Dalgliesh, C., Steyn, K. and Law, M Impact Assessment and Environmental Management Programme Amendment: SRK Draft Report, Project Danchin, P.D. and Palmer, G.L Steenkampskraal Mine Area, Proposed Exploration Drillholes Glennon C 2011 REE STD Reference Material Report Hancox, P. J. and Jones, I (Caracle Creek 2012) 2012 Hancox, P. J. and Jones, I (Snowden 2012) 2012 Resource Estimate and Technical Report on the Steenkampskraal Monazite Property in the Western Cape Province, South Africa Steenkampskraal Rare Earth Element Project, South Africa. Technical Report and Mineral Resource Estimate (Ref No ) Anglo American Prospecting Services (Pty) Limited Report Reference:13/173/FF/86/1 Saskatchewan Research Council, Mining & Minerals Geo-analytical Laboratories. Saskatchewan, Canada Caracle Creek International Consulting (Proprietary) Limited South Africa, May 2012 Snowden Mining Industry Consultants (Pty) Limited, South Africa Harmer 2011 Carbonatites 101 Presentation 2011 Jelicoe, B.C Conceptual Model for Long Term Radioactive Materials Storage Internal GWMG Memo Jelicoe, B.C Summary of Geology and Resource Evaluation Activities - Steenkampskraal Monazite Mine Internal GWMG Presentation Jones, I. and Hancox, P. J Technical Report and Mineral Resource Estimate: Snowden Mining Industry Steenkampskraal Rare Earth Element Project, Consultants, 15 December 2012 South Africa, Jones, I; Burnett. M 2013 Technical report and Mineral Resource Estimate October 2013 Snowden Group Report 4224_J2170 Knoper, M 2012 Structural Report Internal Report GWMG, Mineral Pro Great Western Minerals Group Ltd. and Rare Earth Extraction Co. Limited: Mair, T.G Rodman & Renshaw Annual Global Investment Conference - Presentation GWMG - Conference Presentation McChesney, M Final Feasibility Study of the Monazite Mine. Metorex (Pty) Ltd McKechnie,B.; Moseme, R Preliminary Economic Assessment - Steenkampskraal Project - 15 December 2012 Snowden Group Report (J2108) Mepha, M.J Mine Ventilation Plan and Design of Steenkampskraal Monazite Mine Boletshe Trading Enterprise CC Söhnge, A.P.G 1986 Mineral Provinces of Southern Africa Mineral Deposits of Southern Africa Stripp, G Feasibility Study for Steenkampskraal Monazite Sound Mining Solution Report Mine (Pty) Ltd SMS/121/14 ULS Mineral Resource Projects 2014 Steenkampskraal Monazite Mine ULS Mineral Resource Projects CNI ITR SMM0001/ Unknown (for GWMG) 2013 Actions with respect to Cerium Product Internal Memo Unknown (for New Wellington of Africa) 1978 Preliminary Report on the Farm Steenkampskraal (Reference No. VB-468) Atomic Energy Board Wilson, M.G.C A Brief Overview of the Economic Geology of South Africa The Mineral Resources of South Africa

231 June Glossary TERM EXPLANATION Alkali A geological descriptive term used to decribe a mineral rich in the alakli elements pottasium and sodium, most commonly for the feldspar group of minerals. Allanite A silicate mineral within the epidote group which is rich in REE - (Ca, REE, Th)(Al,Fe) 3(Si 3O 12)O(OH) Apatite A group of phosphate minerals with high concentrations of OH, F and Cl ions - Ca 10(PO 4) 6(OH,F,Cl) 2 Archaean Geological eon from 2,500Ma - 4,000Ma. Amphibolite A heavy, dark coloured metamorphic rock composed predominantly of amphibole minerals and plagioclase feldspars with little or no quartz. Anorthosite A felsic intrusive igneous rock composed of % plagioclase feldspar and minimal mafic components (<10%). Bastnäsite A carbonate-fluoride bearing mineral. Most bastnäsite is bastnäsite-(ce) which along with monazite is the largest source of cerium and other REE - (Ce,La,Pr)(CO 3)F Biotite A phyllosilicate mineral within the mica group - K(Mg,Fe) 3AlSi 3O 10(F,OH) 2 Boudinage Geological descriptive term for structures formed by extension forming "sausage-shaped" boudins. Breccia A rock composed of randomly sized broken fragments of minerals or rock components >2mm cemented together by a fine-grained matrix. Chalcopyrite A copper iron sulphide mineral (CuFeS 2) which is one of the most important copper ore minerals. Charnockite An ortho-pyroxene bearing quartz-feldspar granitic rock which was formed at high temperature and pressure conditions of the granulite facies metamorphic terrain. Chlorite A group of phyllosilicate minerals described by the endmembers Mg, Fe, Ni and Mn. Commonly found in igneous rocks as an alteration product of mafic minerals - (Mg,Fe) 3(Si,Al) 4O 10(OH) 2 (Mg,Fe) 3(OH) 6 Stony non-metallic meteorites which have not been modified due to melting of the parent body. They are the Chondrite most common type of meteorite found on Earth which represent primitive asteroids formed of the early solar system when accreted from dust and small grains of the time. Conglomerate A sedimentary rock consisting of rounded individual clasts >2mm in size within a finer-grained matrix which have become cemented together. Craton An old and stable section of the continental lithosphere which has survived cycles of merging and rifting continents. Cratons are today generally found in the interior of tectonic plates. Density Measure of the relative heaviness of objects with a constant volume, density = mass/volume Dip The angle that a structural surface, i.e. a bedding or fault plane, makes with the horizontal measured perpendicular to the strike of the structure. Dyke A high-angle to near-vertical igneous sheet intrusion that formed in a crack in a pre-existing rock body which has a very high aspect ratio, i.e. the thickness is much smaller than the length or depth. Eburnian An orogeny composed of a tectonic, metamorphic and plutonic event which occurred during the Palaeoproterozoic in what is now largely the West African region. Enderbite An igneous rock of the charnockite series composed predominnantly of quartz, antiperthite, orthopyroxene and magnetite. Exploration Prospecting, sampling, mapping, diamond drilling and other work involved in the search for mineralization. Fault A fracture in earth materials, along which the opposite sides have been displaced parallel to then plane of the movement A group of rock-forming tectosilicate minerals which accounts for up to 60% of the Earth's crust (KAlSi 3O 8 - Feldspar NaAlSi 3O 8 - CaAl 2Si 2O 8). Feldspars crystalise from magma in both intrusive and extrusive igneous rocks and are also found in many types of sedimentary rocks. Fluorite A common mineral in deposits of hydrothermal origin which belongs to the halide minerals and represents the mineral forms of calcium fluoride (CaF 2). Fold A permanent geological feature which occurs when an originally planar surface is bent or curved as a result of a deformation event of various conditions of stress, pressure and temperature. Fracture Local seperation or discontinuity plane in a geological formation such as a joint or a fault which divides the rock into two or more pieces. Gadolinite A fairly rare silicate mineral - (REE,Y) 2FeBE 2Si 2O 10 Galena A lead sulphide mineral which is the most important lead ore mineral (PbS) A hard group of nesosilicate minerals commonly used as gemstones or for abrasives which are useful in Garnet determining the genesis of igneous and metamorphics rocks. Represented by the general formula of X 3Y 2(SiO 4) 3 where the X site is (Ca, Mg, Fe, Mn) 2+ and the Y site is (Al, Fe, Cr) 3+. Gneiss A common foliated rock formed from high-grade metamorphic processess (pressure and heat) from pre-existing formations that were originally igneous or sedimentary. Graben A depressed block of land bordered by parallel faults as the result of being downthrown producing a valley with a distinct scrap on each side. Such a structure is indicative of tensional forces and crustal stretching. Granite A common, massive and hard intrusive felsic rock which is granular in texture. Granitoid A variety of course grained plutonic rock similar in composition to granite. Granulite A medium to coarse grained metamorphic rock. Greenstone Belt Geological zone of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies. Group A secondary tiered lithostratigraphic geological sequence which has been subdivided on the basis of lithology. Hercynite A spinel group mineral (FeAl 2O 4) which occurs in high-grade metamorphosed mafic and ultramafic igneous rocks. Igneous Rock A rock that has formed through the cooling and solidification of magma or lava. Ilmenite A weakly magnetic crystalline iron titanium oxide mineral (FeTiO 3) which is a common accessory mineral in metamorphic and igneous rocks. Inselberg An isolated rocky hill that rises abruptly from virtually level surrounding plains, commonly referred to as a koppie in South Africa.

232 June TERM Leuconorite Mafic Magnetite Marble Mesoproterozoic Metasomatism Monazite Mylonite Nelsonite Orthopyroxene Palaeoproterozoic Paragneiss Pegmatite Peneplain Phyllite Plagioclase Pyrite Phanerozoic Quartz Sandstone Schist Shale Shear Zone Strike Siltstone Sinistral Spinel Supergroup Supracrustal Syenite Tertiary Thorite Thrust Tonalite Vein Xenolith Xenotime Yttrofluorite Zircon Zoisite EXPLANATION A felsic intrusive igneous rock where the leucocratic mineral component content is greater than the mafic mineral components. A geological descriptive portmanteau used to describe rocks rich in magnesium and iron silicate minerals. Commonly occurring iron oxide mineral (Fe 3O 4) of the spinel mineral group. A non-foliated metamorphic rock composed of recrystalised carbonate minerals, most commonly calcite or dolomite. It most commonly represents metamorphosed limestones. Geologic eon from 1,600Ma - 1,000Ma. Geological descriptive term to describe the chemical alteration of a rock by hydrothermal fluids. Phosphate mineral containing REE which is also an important mineral for thorium, lanthanum and cerium. It is represented by the four endmembers of Ce, La, Nd and Sm of which the cerium endmember is the most common - (Ce,La,Pr,Nd,Th,Y)PO 4. A fine-grained compact ductilely deformed rock produced through the recrystallisation of the constituent minerals resulting in a reduction in grain size. They are formed in ductile fault zones due to the accumulation of large shear strain. A group of hypabyssal rocks composed mainly of ilmenite and apatite. Inosilicate pyroxene minerals found in most igneous and metamorphic rocks which have crystallised in the orthorhombic system - XY(Si,Al 2) 6. Geologic eon from 2,500Ma - 1,600Ma. A foliated rock formed from high-grade metamorphic processess (pressure and heat) from pre-existing sedimentary formations that were originally sedimentary. A holocrystalline intrusive igneous rock composed of interlocking phaneritic crystals >2.5cm. Pegmatites are composed predominantly of quartz, feldspar and mica and are important repositories of various rare metals. Crystal size is the most striking feature of pegmatites which can exceed 10m, often in distinct zones. A low-relief plain representing the final stage of fluvial erosion during times of extended tectonic stability. A foliated metamorphic rock created from slate which is primarily composed of quartz, sericite, mica and chlorite. A tectosilicate of the feldspar mineral family, more commonly referred to as plagioclase feldspar. It is one of the major constituent minerals in the Earth's crust (NaAlSi 3O 8 - CaAl 2Si 2O 8). An iron sulphide mineral (FeS 2) - the most common sulphide mineral. Geologic eon from 542Ma to 1Ma. The second must abundant mineral (SiO 2) in the Earth's continental crust. A clastic sedimentary rock composed mainly of cemented sand-sized (0.0625mm to 2mm) minerals or rock grains derived from the weathering of pre-existing rocks. The binding cement is typically calcite, clays or silica. A medium grade metamorphic rock with medium to large grains of mica flakes in a preferred orientation. It is defined as having >50% platy and elongated minerals. A fine-grained clastic sedimentary rock composed of mud that is a mix of flakes of clay minerals and silt sized fragments of other minerals, most commonly quartz and calcite. They are typically deposited and formed in slow moving water such as lakes, lagoons, deltas, floodplains and continental shelves. A structural discontinuity surface in the Earth's crust which is a zone of strong deformation surrounded by rocks with a lower state of finite strain. Refers to the orientation of a geologic feature which is a line representing the intersection of that feature with a horizontal plane. This is represented as a compass bearing of the strike line. A clastic sedimentary rock composed primarily of silt sized (2µm to 62µm) particles and has a majority of silt, not clay. They differ from sandstones due to their smaller pores. Refers to the horizontal component of movement of relative direction of blocks in relation to one-another on either side of a fault or the sense of movement within a shear. Movement is sinistral (left-handed) if the block on the other side of the fault moves to the left, or if straddling the fault the left side moves toward the observor. An oxide mineral (MgAl 2O 4) which is the magnesium aluminium member of the larger spinel mineral group. The top tier of a lithostratigraphic geological sequence which has been subdivided on the basis of lithology. Rocks that were deposited on the existing basement rocks of the crust. A course-grained intrusive igneous rock with similar composition to granite but with <5% quartz content. Geologic eon from 66Ma to 2.588Ma. A rare and radioactive nesosilicate of thorium, the most common mineral of thorium - (Th,U)SiO 4. Most commonly occurs within igneous pegmatites, volcanic extrusive rocks, hydrothermal veins and contact metamorphic rocks. A type of fault across which there has been relative movement in which rocks of lower stratigraphic position (usually older) are thrust above higher strata (usually younger). An igneous plutonic intrusive rock of felsic composition, mainly plagioclase feldspar and <10% alkali feldspar. A distinct sheetlike body of crystallised minerals within a rock which were deposited within a rock mass when mineral from an aqueous solution were deposited through precipitation. A rock fragment which has become enveloped in a larger rock during the latter's development and hardening. Almost exclusively used to describe country rock inclusions in igneous rock during magma emplacement. A REE phosphate mineral whose major component is yttrium orthophosphate (YPO 4). Sought chiefly as a source of yttrium, dysprosium, ytterbium, erbium and gadolinium. A variety of fluorite containing an appreciable amount of yttrium which replaces the Ca anions in the fluorite structure [(Ca1-xYx)F2+x where 0.05< x <0.3] A primary nesosilicate igneous mineral (ZrSiO 4) which frequently contains REE in its mineral lattice. A calcium aluminium hydroxy sorosilicate of the epidote mineral group - Ca 2Al 3(SiO 4)Si 2O 7)O(OH).

233 June Acronyms and Abbreviations ACRONYM 3D AAS AEC AI AIP ANSTO APS AQI BBBEE BBWI bgl CAD capex CCGT CCTV CIM CIMVAL CoR COSHH cps CRM CV DAC DCF DEA DMR DMS DTM DWA EHS EIA EMPr EoH EPCM EPFI ESIA FoB Ga GPS GWG GWMG GWMGF HARD HAS HDPE HIMS HLS HQPW HREE IAEA ICP-MS ICP-OES IFC IP IPP IRR ISO ITR IUPAC IWUL JSE kt kv EXPLANATION Three Dimensional Atomic Absorption Spectrometry Atomic Energy Corporation Abrasion Index Access to Information Policy Australian Nuclear Science and Technology Organisation Azimuth Positioning System Air Quality Index Broad Based Black Economic Empowerment Bond Ball Work Index below ground level ISO 4217 currency code for the Canadian dollar capital costs Combined Cycle Gas Turbine Closed-circuit Television Canadian Institute of Mining, Metallurgy and Petroleum Committee on Valuation of Mineral Properties Certificate of Registration Control of Substances Hazardous to Health counts per second Certified Reference Material Coefficient of Variation Derived Air Concentration Discounted Cash Flow Department of Environmental Affairs Department of Mineral Resources Dense Media Separation Digital Terrain Model Department of Water Affairs Environmental, Health and Safety Environmental Impact Assessment Environmental Management Programme End of Hole Engineering, Procurement, Construction and Management Equator Principles Financial Institutions Environmental and Social Impact Assessment Freight on Board Gigaannus (one billion years) Global Positioning System Great Western Minerals Group Ltd TSX-V ticker Great Western Minerals Group Ltd Great Western Minerals Group Ltd OTCQX ticker Half Absolute Relative Difference Hazardous Substances Act High Density Polyethylene High Intensity Magnetic Separation Heavy Liquid Separation High Quality Process Water Heavy Rare Earth Elements International Atomic Energy Agency Inductively Coupled Plasma-Mass Spectrometry Inductively Coupled Plasma-Optical Emission Spectrometry International Finance Corporation Induced Polarisation Independent Power Provision Internal Rate of Return International Organisation for Standardisation Independent Technical Report International Union of Pure and Applied Chemistry Integrated Water and Waste Use Licence Johannesburg Stock Exchange kilotonnes Kilovault

234 June ACRONYM KWh/t LCM LCMG LCT LDV LED LHD LIMS LLa LREE LUPO Ma mamsl MDA Mm MPRDA MSA msv MW NEA NECSA NEMA NFA NHRA NI NME:AQ NME:WA NNR NORM NPV NWA NYF opex OTC PEA PEL ppm PRV PS QA/QC QEMSCAN QP RC RCP REE REO RIM RMR RoM RoW RQD SF SG SI SLa SRC STL SX TCS TMI tpa tpm TREE TREO TSF TSX TSX-V UCS EXPLANATION Kilowatt hours per tonne Less Common Metals Limited LCMG Limited lanthanum-caesium-tantalum Light Delivery Vehicle Light Emitting Diode Laud Haul Dump Low Intensity Magnetic Separation Long Lived alpha emitters Light Rare Earth Elements Land Use Planning Ordinance Megaannus (one million years) meters above mean seal level Minimum Detectable Activity Million cubic metres Mineral and Petroleum Resources Development Act Middle Stone Age milli sievert Megawatt Nuclear Energy Act Nuclear Energy Corporation of South Africa National Environmental Management Act National Forests Act National Heritage Resources Act National Instrument National Environmental Management: Air Quality Act National Environmental Management: Waste Act National Nuclear Regulator Naturally Occurring Radioactive Material Net Present Value National Water Act niobium-yttrium-fluorine operating costs Over The Counter Preliminary Economic Assessment Public Exposure Limit parts per million Pipes, Roadways and Ventilation Performance Standard Quality Assurance / Quality Control Quantitative Evaluation of Minerals by Scanning Electron Microscope Qualified Person Reverse Circulation Residue Containment Pond Rare Earth Element Rare Earth Oxide Rareco Industrial Minerals (Pty) Ltd Rock Mass Rating Run of Mine Rest of World Rock Quality Designation Sustainability Framework Specific Gravity International System of Units Short Lived alpha emitters Saskatchewan Research Council Steenkampskraal Thorium Limited Solvent Extraction Triaxial Total Magnetic Intensity tonnes per annum tonnes per month Total Rare Earth Elements Total Rare Earth Oxides Tailings Storage Facility Toronto Stock Exchange Toronto Stock Exchange venture capital market Uniaxial

235 June ACRONYM UCT USD WHIMS WHO WSA WULA XRF XRT ZAR EXPLANATION University of Cape Town ISO 4217 currency code for the United States dollar Wet High Intensity Magnetic Separation World Health Organisation Water Services Act Water Use License Application X-Ray Fluorescence X-Ray Transmission ISO 4217 currency code for the South African rand

236 June Appendix 1 : South African Mining Law South African Mining Law NI Item 4 (e) The South African government has an extensive legal framework within which mining, environmental and social activities are managed. Inclusive within the framework are international treaties and protocols, and national Acts, regulations, standards, and guidelines which address international, national, provincial and local management areas. The South African Government enacted the Minerals and Petroleum Resources Development Act (MPRDA) in May The Act defines the State s legislation on mineral rights and mineral transactions in South Africa. The Act emphasises that the government did not accept the existence of the historical dual State and private ownership of mineral rights in South Africa and, as such, the Act legislated that all mineral and petroleum resources in South Africa now vest in the State. Additional objectives of the Act included the promotion of economic growth, the development of resources to expand opportunities for the historically disadvantaged, and the socio-economic development of the areas in which mining and prospecting companies are operating. It also provides for security of tenure relating to prospecting, exploration, mining and production. A further objective of the Act was to further Black Economic Empowerment (BEE) within South Africa s minerals industry, by encouraging mineral exploration and mining companies to enter into equity partnerships with BEE companies. The Act also makes provision for the implementation of social responsibility procedures and programmes by mineral resource companies. The Act incorporated a "use-it or lose-it" principle, that has been applied to companies or individuals who owned mineral rights or the rights to prospect and mine prior to 2004 (Old Order Rights). These Old Order Rights were required to be transferred within specified timeframes, under the provisions of the Act, into New Order Rights to prospect and mine. Once the State has granted the conversion of the Old Order Rights to New Order Rights, or has granted a New Order Right to new applications submitted after the implementation of the MPRDA, a Notarial Agreement between the State and the holder of the New Order Right is entered into. This Agreement sets out all the conditions associated with the New Order Right. New Order Rights can be suspended or cancelled by the Minister if, upon notice of a breach from the Minister of its obligations to comply with the MPRDA, or the conditions prescribed as part of its New Order Right, a breaching entity fails to rectify such a breach. In addition, in terms of the MPRDA, mining and exploration companies have to comply with additional responsibilities relating to environmental management and to environmental damage, degradation or pollution, resulting from their prospecting or exploration activities. The South African statutory legislation and requirements relevant to the Steenkampskraal Project considered as part of the Steenkampskraal Feasibility Study include:- Mineral and Petroleum Resources Development Act (Act 28 of 2002) (MPRDA); Mineral and Petroleum Resources Development Amendment Act 49 of 2008; Mineral and Petroleum Resources Development Draft Amendment Bill (2013); Broad-Based Socio-Economic Charter (and associated amendments, 2010); Promotion of Beneficiation Bill; Mineral and Petroleum Resources Royalty Act (Act 28 of 2008) (MPRRA); National Environmental Management Act (Act 107 of 1998) (NEMA); National Environmental Management: Air Quality Act (Act 39 of 2004) (NEM:AQA); National Environmental Management: Waste Act (Act 59 of 2008) (NEM:WA); National Environmental Management: Protected Areas Act (Act 57 of 2003) (NEM:PAA); Environment Conservation Act (Act 73 of 1989) (ECA) (Section 25 Noise Regulations); National Heritage Resources Act (Act 25 of 1999) (NHRA);

237 June National Forests Act (Act 30 of 1998) (NFA); National Water Act (Act 36 of 1998) (NWA); Hazardous Substances Act (Act 15 of 1973) (HAS); and Mine Health and Safety Act (Act 29 of 1996) and amendments (MHSA). The most important of these are summarised in the subsections to follow:- Mineral and Petroleum Resources Development Act (Act 28 of 2004) (MPRDA) Types of rights and permits applicable to the mining industry in South Africa, as provided for in the MPRDA and amendments, are detailed below:- Types of Right and Permits Applicable to Exploration and Mining Properties in South Africa. LICENCE TYPE PURPOSE DURATION REQUIREMENTS CONDITIONS Reconnaissance Permission NOPR Retention Permit NOMR Mining Permit Exploration at reconnaissance stage. Exploration at target definition stage. Hold onto legal rights between prospecting and mining stages. Development and production stage. Small-scale mining. 1 year (non-renewable) Up to 5 years initially. renewable once for 3 years. 3 years initially. Renewable once for 2 years. 30 years initially. Renewable for further periods of 30 years. Effective for life of mine (LOM). 2 years initially. Renewable for 3 further periods of 1 year at a time. Financial ability; technical ability and work programme. Financial ability; technical ability; economic programme; work programme and environmental plan. Prospecting stage complete; feasibility study complete and Environmental Management Plan (EMP) complete. Project not currently feasible. Financial ability; technical ability; prospecting complete; economic programme; work programme; social plan; labour plan and completed EMP. Life of project must be <2 years; areas must be <5ha and completed EMP. Holder does not have the exclusive right to apply for a New Order Prospecting Right Payment of Prospecting fees. Holder has the exclusive right to apply for a new Order Mining Right May not result in exclusion of competition, unfair competition or hoarding of rights. May not be transferred, ceded, leased, sold, mortgaged or encumbered in any way. Payment of royalties (from 2010). Compliance with Mining Charter and Codes of Good Practice on broad based BEE. Payment of royalties (from 2010). May not be leased or sold. The South African government enacted the MPRDA on the 1st May It defines the State s legislation on mineral rights and mineral transactions in South Africa. The Act emphasises that the government did not accept the existence of the historic dual State and private ownership of mineral rights in South Africa and, as such, the Act legislated that all mineral and petroleum resources in South Africa now vest in the State. Additional objectives of the Act include the promotion of economic growth, the development of resources to expand opportunities for the historically disadvantaged, and the socio-economic development of the areas in which mining and prospecting companies are operating. It also provides for security of tenure relating to prospecting, exploration, mining and production. A further objective of the Act was to advance black economic empowerment (BEE) within South Africa s minerals industry, by encouraging mineral exploration and mining companies to enter into equity partnerships with BEE companies. The Act also makes provision for the implementation of social responsibility procedures and programmes by resource companies. The Act incorporated a "use-it or lose-it" principle, that has been applied to companies or individuals who owned mineral rights or the rights to prospect and mine prior to 2004 (Old Order Rights). These Old Order Rights were required to be transferred within specified timeframes, under the provisions of the Act, into New Order Rights to prospect and mine. Once the State has granted the conversion of the Old Order Rights to New Order Rights, or has granted a New Order Right for new applications submitted after the implementation of the MPRDA, a Notarial Agreement is entered into between the State and the holder of the New Order Right, which sets out all the conditions associated with the New Order Right. New Order Rights can be suspended or cancelled by the Minister if, upon notice of a breach from the Minister of its obligations to comply with the MPRDA, or the conditions prescribed as part of its New Order Right, a breaching entity fails to rectify such a breach.

238 June In addition, in terms of the MPRDA, mining and exploration companies have to comply with additional responsibilities relating to environmental management and to environmental damage, degradation or pollution, resulting from their prospecting or exploration activities. Section 37 of the MPRDA establishes the framework for the inclusion of environmental management principles, with Section 39 establishing environmental management programme (EMP) and EMP requirements. Requirements for the contents of exploration, scoping, Environmental Impact Assessment (EIA), EMPs and EMP reports are provided in Government Notice Regulations (GNRs) 49, 50, 51 and 52. Sections 41 to 47 of the MPRDA address legislative closure requirements. GNR 527 of the MPRDA addresses the financial provision for mine rehabilitation and closure and requires that the quantum of financial provision, to be approved by the Minister, must be based on the requirements of the approved EMP and include a detailed itemisation of all actual costs required for:- premature closure regarding:- the rehabilitation of the surface of the area; the prevention and management of pollution of the atmosphere; the prevention and management of pollution of water and the soil; and the prevention of leakage of water and minerals between subsurface formations and the surface. decommissioning and final closure of the operation; and post closure management of residual and latent environmental impacts. GNR527 establishes the requirements for the Social and Labour Plan (SLP). Amongst other aims, the MPRDA strives to transform the mining and production industries. The Act requires the submission of the SLP as a prerequisite for the granting of mining or production rights. The SLP requires applicants for mining and production rights to develop and implement comprehensive Human Resources Development Programmes including Employment Equity Plans, Local Economic Development Programmes and processes to protect jobs and manage downscaling and/or closure (DMR). Monitoring and performance assessments, and waste management principles inclusive of pollution control and waste management, and the management of mine residue stockpiles and deposits are also included within the scope of GNR527. Blasting permits are required for any blasting activities as defined within the MPRDA. Mineral and Petroleum Resources Development Amendment Acts In 2008, an Amendment Bill proposed to make significant changes to the MPRDA was approved by government but delayed in promulgation. The MPRDA is administered as if the Mineral and Petroleum Resources Development Amendment Act, 2008 is in force, although the Amendment Act has never been brought into effect. The issues which are most pertinent to the mining industry in the 2008 Amendment Bill are as follows:- it requires the prior written consent for disposal in various forms of a prospecting or mining right or an interest in such a right; it changes the duration of the reconnaissance permission from two years to one and allows a Regional Manager to reject a defective application with reasons within 14 days of receipt; it requires that the Minister refuse a prospecting right if there is a concentration of rights by the applicant and associated companies; it allows the Minister to impose further conditions on an applicant for mining rights to include participation by the community; it increases the area for which a mining permit can be issued to 5ha, but does not allow an applicant to have more than one mining permit on the same or adjacent land; it allows for the cancelation or suspension of mineral rights if there is non-compliance with the MPRDA;

239 June it discusses transitional arrangements for mineral rights, including documentary proof that holders of Old Order Mining Rights are in compliance with the BEE and socio-economic objectives of the MPRDA; it attempts to promote the development of input and downstream industries; it encourages the entry of HDSAs, including women and communities with interests or rights to land, into the industry; and it has various forward-looking environmental provisions that were to come into effect 18 months after the promulgation of the Act. These include:- making the Minister of Mineral Resources responsible for environmental matters that relate to mining; requiring the simultaneous application for environmental authorisation with mineral tenure applications; and requiring a report on compliance with environmental authorisation with renewal applications (Legalbrief Today, 2013; Webber Wentzel, 2013). On 27 December 2012 the South African Cabinet approved the draft Mineral and Petroleum Resources Development Amendment (MPRDA) Bill 2012 which is yet to be promulgated. The 2013 Amendment Bill proposes amendments to the 2008 Amendment Act and is seen as an important indicator of likely future mineral policy in South Africa (Legalbrief Today, 2013). While not an exhaustive list, some of the key changes that are proposed in the Ammendment Bill are the following:- the Minister is given the right to initiate beneficiation, including setting the level required for beneficiation, the price required for beneficiation, and the percentage of raw material inputs that are set aside for local beneficiators; persons who intend to export designated minerals are required to obtain written approval for this from the Minister. The term is not defined, but is thought to refer to what was known as strategic minerals, or minerals defined periodically by the State to be of strategic importance to the country; historic tailings, the ownership of which was contested by a high-profile De Beers court case, are now held in custody by the State rather than the historic producer of those tailings; associated minerals, discovered in mining, can be mined by the primary mineral rights holder. Third parties are also permitted to apply for rights over associated minerals, but will have to notify the primary rights holder of the application; the right to a mineral deposit is sub-divisible, but consent as to the transfer of any interest is required from the Minister; environmental requirements will be implemented under NEMA, and rights holders will be responsible for environmental liabilities even after a closure certificate has been issued by the Minister; penalties for non-compliance with various mining-related legislation and requirements are set as a percentage of annual turnover and exports; the Minister is prohibited from granting a right where this would result in anti-competitive conduct and dominance by the applicant in a particular sector of the mining industry; the State has a right to a share in the annual profits derived from exploration or production from all new petroleum exploration and production rights; BEE objectives are required to be complied with in prospecting rights, where they were required to be complied with in only mining rights in the past; in the case of liquidation, mineral rights held fall within the insolvent estate but ministerial approval is required when they are transferred to a new owner; and historically disadvantaged persons are redefined to exclude white women (Tucker and Sibisi, 2013; Leon, 2013). Broad-Based Socio-Economic Charter

240 June Promulgation of the Broad-based Socio-Economic Charter for the South African Mining Industry (also known as the Mining Charter) marked the end of protracted debates and varying interpretations of the legislation s requirements, paving the way for the full implementation of the MPRDA. All mining and prospecting companies are required to comply with the provisions of the Mining Charter. The objectives of the Mining Charter are to:- promote equitable access to the State s resources by all the people of South Africa. It required that every mining company achieved a 15% level of ownership of its mining assets by historically disadvantaged South Africans (HDSAs) by the 1st May 2009, and a level of 26% ownership by the 1 May 2014; substantially and meaningfully expand opportunities for HDSAs, including women, to enter the mining and minerals industry and to benefit from the exploitation of the nation s resources. In terms of this requirement, 40% of management roles were to be held by HDSAs by 2010; expand the skills base of HDSAs to serve the community; promote employment and advance the social and economic welfare of mining communities, and the major areas from which labour is drawn to carry out exploration or mining; and promote the beneficiation of South Africa s mineral commodities, whereby the companies which have facilitated downstream, value-adding activities for products they mine, could achieve an offset against the HDSA equity participation requirement. Most mining companies are already implementing their own empowerment strategies. These strategies demonstrate their best endeavours to consider the issues and a willingness to accommodate the requirements when they are finally defined. Compliance with the Mining Charter is measured using a designated scorecard, which provides a practical framework against which the Minister can assess whether a company actually measures up to what was intended in the MPRDA and the Mining Charter. Amendment of the Broad-Based Socio-Economic Empowerment Charter ( The Amendment of the Broad-based Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry (the Charter Amendment) was released in September The Charter retained the minimum target of 26% HDSA ownership of mining assets by However, an offsetting of HDSA ownership by as much as 11% is now possible depending on the extent of a company s beneficiation strategies. BEE procurement targets in the Amendment are as follows:- a minimum of 40% of capital goods will have to be sourced from BEE entities by 2014; and 70% of services and 50% of consumer goods will have to be purchased from BEE entities by In addition, multinational suppliers of capital goods will have to contribute 0.5% a year of their annual income from South African mining firms towards a socio-economic development fund. HDSA targets for employment equity are also further refined and a minimum of 40% HDSA demographic representation is stipulated for executive management, senior management, core and critical skills, middle management and junior management by This figure is likely to be revised in proposed amendments currently being considered. Specific annual targets are noted for human resources development, since a percentage of the annual payroll (excluding the mandatory skills levy) will have to be spent on skills development activities and be reflective of South Africa s demographics. Skills expenditure, as a percentage of payroll, increases by 0.5% each year, with an initial target of 3% of payroll in 2010, rising to 5% by The expenditure is intended to support South African-based research and development initiatives focused on solutions in sectors such as exploration, mining, processing, technology efficiency in the use of water and energy in mining, beneficiation and environmental conservation and rehabilitation. The Charter Amendment also supports Social and Labour Plans (SLPs) by insisting on:- an ethnographic community consultative and collaborative process prior to the start of a mining project; and

241 June a community development needs analysis, together with mining communities, of projects to be implemented in support of Integrated Development Plans, the spend of which should be proportionate to the size of the mining investment. The Charter Amendment also calls for an upgrade of hostels to family units, a one-person-per-room occupancy rate, and support for home ownership options all of which should be implemented by Environmental management and an improvement in the industry s health and safety performance are also highlighted, and best-practices in these areas are specifically mentioned. The Charter Amendment also calls for annual reporting by mining companies on their levels of compliance with the Mining Charter, and notes that noncompliance with the Charter and the MPRDA will result in mining companies being in breach of the MPRDA. Promotion of Beneficiation Bill The Beneficiation Bill is still in preparation and is expected to provide incentives for upstream companies that facilitate downstream investments, in order to reduce the exporting of unprocessed mineral products and to promote local value addition. Mineral and Petroleum Resources Royalty Act (Act 28 of 2008) (MPRRA) The MPRRA legislation incorporates the government s intention to impose royalties on revenues derived from mineral production in South Africa. Enacted in 2008, the MPRRA was initially set to be implemented in May However, in an effort to mitigate job losses in the mining sector during the global financial crisis, the government decided to postpone the implementation of the new mineral and mining royalty regime until the 31 March The main purpose of the Act was to provide legislation for the collection of royalties from mines, developed and operated in terms of the New Order Mining Rights granted through the MPRDA process. The Act distinguishes between refined and unrefined resources, where refined minerals have been refined beyond a condition specified by the Act, and unrefined minerals have undergone limited beneficiation as specified by the Act. The royalty is determined by multiplying the gross sales value of the extractor, in respect of that mineral resource, in a specified year, by the percentage determined by the royalty formula. Both direct operating expenditure (Opex) and capital expenditure (Capex) incurred is deductible for the determination of earnings before interest and tax (EBIT). The quantum of the revenue royalty on all minerals is dependent on the profitability of the company based on the following formula. For refined mineral resources the formula is:- Royalty Rate = EBIT X 100 Gross Sales (refined) x 12.5 The maximum percentage for refined mineral resources is 5%. For unrefined mineral resources the formula is:- Royalty Rate = EBIT X 100 Gross Sales (refined) x 9 The maximum percentage for unrefined mineral resources is 7%.

242 June Institutional and Administrative Environmental and Social Regulatory Structures The government of South Africa is divided into national, provincial and local authorities which address environmental and social regulatory elements within the country. Each authority is distinct, but closely interdependent and interrelated. The South African Constitution allocates legislative and administrative functions to all three spheres of government, providing for a broad and diverse platform from which government agencies can responsibility manage environmental and social aspects. The national elections, held in 2009, resulted in the allocation of environmental responsibility at national level to the Department of Water and Environmental Affairs (DWEA). Within this new ministerial function, there are two autonomous departments, namely, the Department of Water Affairs (DWA) and the Department of Environmental Affairs (DEA) (Patel, 2011). The National Environmental Advisory Forum and the Committee for Environmental Coordination are advisory bodies established by NEMA. The former has been established to advise the Minister on any matter concerning environmental management and governance, with the latter mandated to promote the integration and coordination of environmental functions by the relevant organs of state (Patel, 2011). The latter committee has not yet been constituted. Environmental Conservation Act (Act 73 of 1989) (Section 25 Noise Regulations) The Environmental Conservation Act (ECA) served as the national legislative environmental framework prior to the promulgation of NEMA in The majority of ECA has been repealed by NEMA, its subsidiary legislation and other Acts. Section 25 of ECA, which addresses noise and the associated regulations (GNR 154 of 1992), is still in effect. The Act and associated regulations control noise and regulate procedures relating to noise impact and nuisance. Section 4 of the regulations prohibits the generation of noise, or the allowance of noise produced or caused by any person, machine, device or apparatus or any combination thereof (ECA, 1989). Section 5 of GNR 154 of 1992 regulates the creation of a noise nuisance. National Environmental Management Act (Act No. 107 of 1998) The National Environmental Management Act (NEMA) was promulgated in 1998 to replace ECA as the overarching national environmental legislative framework. NEMA was promulgated to give effect to the Environmental Management Policy (published in 2007), and has been subsequently amended to include the National Environmental Management Amendment Act of 2003, and the National Environmental Management Second Amendment Act, No. 8 of The EIA Regulations in terms of ECA were replaced in 2006 by new EIA Regulations in terms of Chapter 5 of NEMA. which have subsequently been revised and gazetted in GNR 543 on the 18 June Regulations 543, 544, 545 and 546 establish the processes to be followed to obtain an environmental authorisation and the listed activities requiring authorisation. It should be noted that, previously, mining authorisations, including environmental authorisations for mining, were issued under the MPRDA and the DEA was involved, through cooperative governance mechanisms, as a commenting agency. However, this process is undergoing a three-stage process of change in terms of the new provisions in the National Environmental Management Amendment Act (Act 62 of 2008) (Patel, 2011). Phase 1 states that the status quo will remain until the MPRDA amendments come into effect, with Phase 2 subsequently coming into effect for an 18 month period. In this time, all new mining, exploration and production rights applications and renewals thereof will have to comply with the NEMA EIA Regulations, but the competent authority will remain the Minister of Mineral Resources. However, the Minister for Water and Environmental Affairs would hear any appeals. Thereafter, in Phase 3, it is envisioned that the DEA becomes the competent authority. As such, the future potential exists for the transfer of responsibility for environmental permitting from the DMR to the DWEA. Changes relevant to GWMG projects at the time of transition will consist of the inclusion of mining as a listed activity and integrated environmental licensing. The principles set out in Section 2 of Chapter 1 of NEMA underpins all other related Acts and policies and form the basis of sustainable development in the country. These principles are also applicable to all organisations wishing to obtain an environmental authorisation and operate within the South African legislative framework.

243 June Chapter 5 of NEMA establishes the regulatory framework for integrated environmental management. Section 24 of NEMA establishes the requirements for obtaining environmental authorisations for listed activities, with the inclusion of undertaking impact assessment studies activities listed in terms of R544, R545 and R546. Section 24 also outlines the minimum conditions attached to environmental authorisations, monitoring and performance assessment requirements, and the procedure for mine closure on environmental authorisation. Chapter 7 of NEMA establishes compliance and enforcement, with Part 1, Section 28, detailing the duty of care principle (encompassing the remediation of environmental damage). National Environmental Management: Waste Act (Act 59 of 2008) The National Environmental Management Waste Act (NEW:WA), Chapter 5 states that a licence is required to establish and operate a waste disposal site. Chapter 5 establishes the procedures and requirements (in terms of footprint, volume, and waste type) for the licensing of waste management activities, inclusive of the storage, transfer, recycling, treatment and/or disposal of waste. Waste that has been excluded from the Act and its associated regulations include radioactive waste and mine waste residue. Regulations to manage contaminated land are currently being drafted, which may have future potential implications for GWMG in terms of greater licensing and management requirements. Section 19 of the Act establishes activities which require a waste management licence. The activities listed include the following categories:- storage of waste; reuse, recycling and recovery; treatment of waste; disposal of waste; storage, treatment and processing of animal waste; and construction, expansion or decommissioning of facilities and associated structures and infrastructure. Each of the listed activities has a threshold which would trigger the need for a waste management licence (various parameters are defined, inclusive of such thresholds as volumes, time, and throughputs). The Act provides considerations for all holders of any waste type. A holder of waste, must, within the holder s power, take all reasonable measures to:- avoid the generation of waste and where such generation cannot be avoided, to minimise the toxicity and amounts of waste that are generated; reduce, re-use, recycle and recover waste; where waste must be disposed of, ensure that the waste is treated and disposed of in an environmentally sound manner; manage the waste in such a manner that it does not endanger health or the environment or cause a nuisance through noise, odour, or visual impacts; prevent any employee or any person under his or her supervision from contravening the Act; and prevent the waste from being used for unauthorised purposes. Regulations to manage contaminated land are currently being drafted, which may have future potential implications for GWMG in terms of greater licensing and management requirements. National Water Act (Act 36 of 1998) The National Water Act (NWA) stipulates that a Water Use Licence (WUL) is required for the abstraction, storage, use, diversion, flow reduction and disposal of water and effluent in terms of Section 21 of the Act.

244 June Use of water for mining and related activities is also regulated through regulations that were updated after the promulgation of the NWA in GN 704 addresses the regulations on use of water for mining and related activities aimed at the protection of water resources (DWAF, 2007). Inclusive within GN 704 are the control measures for activities and its regulation of the sizing, control and monitoring of water management measures. National Environmental Management: Air Quality Act (Act 39 of 2004) (NEM:AQA) The National Environmental Management: Air Quality Act (NEM:AQA, Act 39 of 2004) results from the promulgation of the NEMA. The Act serves as the dominant legislative tool for the management of air pollution and related activities, and defines listed emission activities which require licensing. The overall objectives of the Act are to protect the environment by providing reasonable measures for:- protection and enhancement of the quality of air in the Republic; prevention of air pollution and ecological degradation; securing ecologically sustainable development while promoting justifiable economic and social development; and giving effect to Section 24(b) of the constitution to enhance the quality of ambient air for the sake of securing an environment that is not harmful to the health and wellbeing of people. The South African government has established National Ambient Air Quality Standards in GN The standard provides for various emission limits, inclusive of particulate matter (PM 10), ozone (O 3), carbon monoxide (CO), sulphur dioxide (SO 2), and nitrogen dioxide (NO 2). National Heritage Resources Act (Act 25 of 1999) The South African Heritage Resources Agency (SAHRA) of 1999 (Act 25 of NHRA) provides for the protection of all recognised heritage resources of South Africa that have been identified as culturally significant, or are of other special value. The Act provides an integrated system for the management of national heritage resources. Section 38 of the NHRA states that any person who intends to undertake a development must at the earliest stages of the development, notify the responsible Heritage Resources Authority and furnish it with details regarding the location, nature, and extent of the proposed development. Categories of heritage resources are recognised as part of the National Estate in Section 3 of the NHRA, and include:- geological sites of scientific or cultural importance; objects recovered from the soil or waters of South Africa, including archaeological and paleontological objects and material, meteorites and rare geological specimens; and objects with the potential to yield information that will contribute to an understanding of South Africa s natural or cultural heritage. National Environmental Management Biodiversity Act (Act 10 of 2004) (NEMBA) The National Environmental Management Biodiversity Act (NEMBA) provides for:- the management and conservation of South Africa s biodiversity within the framework of the NEMA; the protection of species and ecosystems that warrant national protection; the sustainable use of indigenous biological resources; the fair and equitable sharing of benefits arising from bio-prospecting involving indigenous biological resources; the establishment and functions of a South African National Biodiversity Institute; and for matters conducted therewith. Specifically, NEMBA has the following goals:-

245 June manage, conserve, and sustain South Africa s biodiversity and its components and genetic resources; and progressive realization of the objectives identified through the implementation of the Act. The legislation is underpinned by various objectives described below:- NEMBA provides for the management and conservation of biological diversity within the Republic and of the components of such biological diversity, and promotes the use of indigenous biological resources in a sustainable manner, in conjunction with the fair and equitable sharing among stakeholders of benefits arising from bio prospecting involving indigenous biological resources. NEMBA aims to give effect to ratified international agreements relating to biodiversity which are binding in the Republic to provide for co-operative governance in biodiversity management and conservation, and to provide for a South African National Biodiversity Institute (SANBI) to assist in achieving the objectives of this Act.

246 June Table 86 : Detailed Legislative Requirements for the Steenkampskraal Project ACT, REGULATION OR BY-LAW REQUIREMENTS REQUIREMENTS OF THE ACTS PER SECTION PERMITTING REQUIREMENTS CURRENT COMPLIANCE STATUS Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002) National Environmental Management Act, 1998 (Act No. 107 of 1998) EMP approved in terms of section 39(4) of the MPRDA as a perquisite to the commencement of the exploration permit Financial provision must be made to allow for closure and rehabilitation must be annually adjusted An approved Social Labour Plan (SLP) is required for permitting approval, with annual compliance reporting submission EIA and EMPr as defined by listed activities set out under Section 24 of the NEMA, Environmental Authorisation Section 28 addresses the duty of care, and apportionment of responsibility of remediation Approved EIA and EMPr (according to Section 39(1), (2) (3) of the MPRDA as well as Regulations 49, 50, 51 and 52 which detail the required contents and processes for scoping, EIA, EMP and EMPRs) Sections 41 to 47 MPRDA address legislative closure requirements. Government Notice 527 (GRN) of the MPRDA addresses the financial provision for mine rehabilitation and closure and requires that the quantum of financial provision, to be approved by the Minister, and be based on the requirements of the approved EMPr and shall include a detailed itemisation of all actual costs required for:-premature closing and surface rehabilitation, air pollution control, prevention and management of soil and water pollution, decommissioning and final closure, post closure management of latent environmental impacts Section of GNR 527 of (1) and (2) of the MPRDA dictate the requirements of submission, approval and reporting of the SLP Section 14 details the contents of an EMP, with GRN 543, 544, 545 and 546 establish the processes to be followed to obtain an Environmental Authorisation and the listed activities requiring authorisation Section 28 states that all persons causing significant pollution or degradation of the environment must take reasonable measures to prevent such pollution or Approval of submissions subject to the conditions stipulated in Sections 39(4) of the MPRDA, Annual closure and rehabilitation estimation and associated financial provision Approval and annual reporting to the regional DMR office on compliance in compliance with S, of GNR 527 The Steenkampskraal Project was awarded a New Order Mining Right, permitting mining operations for a period of 20 years, renewable, commencing 2 June The Steenkampskraal Project also holds a certificate of registration, granted by the South African National Nuclear Regulator (NNR) for the handling and storage of radioactive material including Thorium (Th) at the mine site. An EMPR was compiled and accepted in accordance with the conversion to a New Order Mining Right. Additional authorisations relating to land use planning ordinance (rezoning for mining activities) have been procured. An extensive scoping EIA and EMPr Amendment were undertaken for the existing EMP for the farm Steenkampskraal, Farm No 70, Portion 70. The scoping document has been submitted to both the DMR and DEA. The completed amended EMPr will be submitted to the DMR, in accordance with the conditional requirements of the MPRDA (Act 28 of 2002). DEADP Reference Number: E12/2/4/2-F3/ /10 DEA Reference Number: 12/9/11L476/9 DMR Reference Number: (WC)30/5/1/2/2/353 (MR) GWMG has an historical estimate for closure and rehabilitation, which is currently being updated in accordance with the requirements of GNR 527 The SLP has been developed and submitted to the DMR. The SLP is still in its initial phases as the operation is still in pre-construction phase. Final approval will be required The existing EMPr is being amended to align with current statutory legislative requirements. Specialist studies are currently being undertaken to characterise the additional farms to be included within the project Section 55 of Regulation 527 of the MPRDA and Section 28 of NEMA requires that an Annual EMP Performance Assessment be undertaken. GWMG has committed to undertaking annual EMPr assessments but the template for performance assessment has not been developed. These reports should list compliances and non-compliances with the approved EMPr, as well

247 June ACT, REGULATION OR BY-LAW REQUIREMENTS REQUIREMENTS OF THE ACTS PER SECTION PERMITTING REQUIREMENTS CURRENT COMPLIANCE STATUS National Environmental Management: Air Quality Act, 2004 (Act 39 of 2004) National Environmental Management: Waste Act, 2008 (Act 59 of 2008) National Water Act, 1998 (Act 36 of 1998) as amended Source : Venmyn Deloitte 2013 of environmental damage. No listed activity in terms of the Act can take place without a licence A licence is required to establish and operate a waste disposal site, as defined by the listed activities within the Act A licence is required for the abstraction, storage, use, diversion, flow reduction and disposal of water and effluent. degradation from occurring, continuing or recurring, or, in so far as such harm to the environment is authorised by law or cannot reasonably be avoided or stopped, to minimise and rectify such pollution or degradation of the environment GN 1210 establishes national Ambient Air Quality Standards, and provides limits for SO 2, NO 2, Particulate Matter (PM 10), ozone, benzene, lead and carbon monoxide. Chapter 5 of the Act provides for the licensing of waste management activities, which include storage, transfer, recycling, treatment and/or disposal of waste. Radioactive waste and mine residues have been excluded from the Act The NWA stipulates that a WUL is required for the abstraction, storage, use, diversion, flow reduction and disposal of water and effluent in terms of section 21 of the Act Section 19 of the NWA addresses pollution prevention, and in particular the situation where pollution of a water resource occurs or might occur as a result of activities on land. Any person who owns controls, occupies or uses the land in question is responsible for taking measures to prevent pollution of water resources. GN704, established in terms of section 26(1) (b), (g) and (i) of the NWA, regulates the use of water for mining and related activities aimed at the protection of water resources of the Act. Atmospheric Emission Licence Waste Management Licence Water Use Licence as recommendations and actions needed in terms of the non-compliances Not required GWMG is currently investigating if a WML is required. GWMG has applied to the DWA for a WUL and the application has received a positive recommendation at the local level and will be presented to the National Committee for confirmation Addressed in Steenkampskraal Project Water Management Policy, and is included within the current mining design plan.

248 June Appendix 2 : Steenkampskraal Project Compliance with International Regulatory Framework Equator Principles and World Bank Group Requirements The Equator Principles are a set of voluntary guidelines which a number of financial institutions have adopted with the intention of creating an industry standard for assessing and managing environmental and social issues in the project finance sector. These institutions are collectively known as Equator Principles Financial Institutions (EPFI). The Equator Principles are based on the policies and guidelines of the International Finance Corporation (IFC) which is the private sector development arm of the World Bank. The EPFIs have committed to not providing loans to projects where the borrower will not or is unable to comply with their respective social and environmental policies and procedures that implement the Equator Principles. The ten Principles are broadly defined below. Principle 1: Review and Categorisation Principle 1 provides that when a project is proposed for financing, the relevant Equator Principles Financial Institution ( EPFI ) shall, as part of its internal social and environmental review and due diligence, categorise such projects based on the magnitude of their potential impacts and risks in accordance with the environmental and social screening criteria of the IFC. proposed projects may be categorized as one of the following: Category A: Projects with potential significant adverse social or environmental impacts that are diverse, irreversible or unprecedented; Category B: Projects with potential limited adverse social or environmental impacts that are few in number, generally site specific, largely irreversible and readily addressed through mitigation measures; Category C: Projects with minimal or no social or environmental impacts. In consideration of the above IFC Equator Principle categories, the Steenkampskraal Project is classified as a Category A project. Thus, the associated requirements to ensure compliance with the Equator Principles are the following:- compliance with all requirements relevant to Category A projects as stipulated by Principles 2 to 10; establishment of an Environmental and Social Management Plan; establishment of a prior consultation, disclosure and community engagement programme for affected communities - additionally, to ensure that consultation, disclosure and community engagement continues throughout construction and operation of the project, a grievance mechanism must be established to address and resolve community concerns and complaints (refer to Principle 6); and an independent review of all Category A projects is required by the Equator Principles. Principle 2: Social and Environmental Assessment As per principle 2, for each project assessed as being either Category A or Category B, the Project Proponent shall conduct a Social and Environmental Assessment process to address, as appropriate and to the EPFIs satisfaction, the relevant social and environmental impacts and risks of the proposed project. The Assessment should also propose mitigation and management measures relevant and appropriate to the nature and scale of the proposed project. Principle 3: Applicable Social and Environmental Standards Principle 3 requires that, during the compilation of the ESIA, applicable IFC PS and Industry Specific EHS Guidelines (EHS Guidelines ) be identified and their requirements incorporated into the final ESIA and project design. The relevant World Bank Guidelines contained in the Pollution Prevention and Abatement Handbook (PPAH, 1998) is:- base metal and iron ore mining; general environmental guidelines the relevant IFC Guidelines, ( which include: Environment; Hazardous Materials Management;

249 June Waste Management Facilities; Wastewater reuse; Occupational Health and Safety; and Mining. Principle 4: Action Plan and Management System A Management Plan (MP) and Action Plan (AP) which addresses the relevant findings from the ESIA shall be drawn up and shall describe the actions needed to implement mitigation measures, corrective actions and monitoring measures necessary to manage the impacts and risks identified in the ESIA. An Environmental and Social Management Plan (ESMP) will address the management of the impacts, risks and corrective actions required to comply with the host country social and environmental laws and regulations and requirements of the applicable PS and EHS Guidelines. Principle 5: Consultation and Disclosure Consultation with interested and affected parties (I&AP) should be undertaken in a structured and culturally appropriate manner. The public participation process will ensure that project I&APs are provided free, prior and informed consultation and will facilitate their informed participation as a means to establish, whether a project has adequately incorporated affected communities concerns. In order to establish this, ESIA documentation and AP, or non-technical summaries thereof, will be made available to the public by the developer for a reasonable period in the relevant local language and in a culturally appropriate manner. The results of the public participation process will be documented: including and actions agreed resulting from the consultations. Disclosure will occur early in the ESIA process, before project construction commences and on an on-going basis. Principle 6: Grievance Mechanism To ensure that consultation, disclosure and community engagement continues throughout construction and operation of the project, the developer will establish a grievance mechanism as part of the Environmental and Social Management System (ESMS) which will be scaled to the risks and adverse impacts of the project. This will allow the developer to receive and facilitate resolution of concerns and grievances about the projects social and environmental performance raised by individuals or groups among project-affected communities. The developer will inform the affected communities about the mechanism in the course of its community engagement process and ensure that the mechanism addresses concerns promptly and transparently, in a culturally appropriate manner and is readily accessible to all segments of the affected communities. Principle 7: Independent Review The MP, ESIA, AP and consultation process documentation should be reviewed by an independent social or environmental expert not directly associated with the developer. Principle 8: Covenant The following covenants must be included in the financing documentation:- to comply with all relevant host country social and environmental laws, regulations and permits in all material respects; to comply with the AP (where applicable) during construction and operation of the project in all material respects; to provide periodic reports to the EFPI; document compliance with the AP; provide representation of compliance with relevant local, state and host country social and environmental laws, regulations and permits; and to decommission the facility, where applicable and appropriate, in accordance with an agreed decommissioning plan.

250 June Principle 9: Independent Monitoring and Reporting To ensure on-going monitoring and reporting over the life of the loan, EPFIs will require the appointment of an independent environmental and or social expert, or require that the borrower retain qualified and experienced external experts to verify its monitoring information which would be shared with the EPFIs. Principle 10: Equator Principles Financial Institutions Reporting Each EPFI adopting the Equator Principles commits to report publicly at least annually about its Equator Principles implementation process and experience, taking into account appropriate confidentially considerations. International Finance Corporation Best Practise Guidelines The International Finance Corporation (IFC), the private investment arm of the World Bank Group (WBG), has an established risk management system, the Sustainability Framework (SF) which forms an integral part of IFC's approach to risk management and project financing. These principles embody socially and environmentally responsible standards of practice, and are informed by recognised and progressive international best practice principles and practices. The framework articulates the Corporation's strategic commitment to sustainable development. The SF comprises IFC's Policy and Performance Standards (PS) on Environmental and Social Sustain ability, and IFC's Access to Information Policy. The PS are directed towards clients, providing guidance on how to identify risks and impacts, and are designed to help avoid, mitigate, and manage risks and impacts as a way of doing business in a sustainable way, including stakeholder engagement and disclosure obligations of the client in relation to project-level activities (IFC, 2012). The PS and associated industry guidelines (inclusive of the Environmental, Health and Safety (EHS) Guidelines) are accepted international best practice standards by the 182 member countries. These guidelines are used as an international benchmark when assessing risk management on projects. The standards to which EFPI impact assessments and management plans are to be conducted and implemented are governed by the IFC Policies and PS, and the relevant Industry-specific Environmental Health and Safety Guidelines (EHS), which are updated on a regular basis. The IFC Best Practice Guideline series forms part of the IFC s established risk management system, known as the Sustainability Framework (SF). These principles embody socially and environmentally responsible standards of practice, and are informed by recognised and progressive international best practice principles and practices. The IFC has a total of eight PSs. IFC uses the Sustainability Framework along with other strategies, policies, and initiatives to direct the business activities of the Corporation in order to achieve its overall development objectives. The EHS Guidelines (EHS) provide performance levels and measures for compliance with the Performance Standards. In addition to meeting the IFC PS, clients must comply with applicable national law, including those laws implementing host country obligations under International law. When host country regulations differ from the levels and measures presented in the EHS, projects are expected to achieve whichever is more stringent. The IFC PS are listed below with accompanying brief summaries:- Performance Standard 1: Assessment and Management of Environmental and Social Risks and Impacts PS 1 requires the development of an Environmental and Social Management System (ESMS) to address the management and mitigation of risks and impacts identified, and corrective actions required. The ESMS entails a methodological approach to managing environmental and social risks and impacts in a structured way on an ongoing basis. A sound ESMS appropriate to the nature and scale of the project, promotes sound and sustainable environmental and social performance. Performance Standard 1 is applicable to all projects which have environmental and social risks and impacts. The particular objectives, aspects and requirements of PS 1 are defined in the project concept phase. PS 1 provides the platform from which the remaining seven PS are applied to projects. Performance Standard 2 to PS 8 establish objectives and requirements to avoid, minimize, and where residual impacts remain, to compensate/offset for risks and impacts to workers, affected communities, and the environment. Performance Standard 2: Labour and Working Conditions PS 2 requires the implementation of human resources policies and procedures relevant to the size and workforce of the client, and are consistent with the requirements of the PS. The pursuit of economic growth through employment creation and income generation should be accompanied by protection of the fundamental rights of workers.

251 June Performance Standard 3: Resource Efficiency and Pollution Prevention PS 3 requires the application of technically and financially feasible resource efficiency and pollution prevention principles and techniques to avoid or minimise adverse impacts on human health and the environment. Reference should be made to the EHS guidelines or other internationally recognised sources during the evaluation and selection process. Performance Standard 4: Community Health, Safety, and Security PS 4 requires the identification of risks and impacts to the health and safety of Affected Communities and the proposal of mitigation measures commensurate with magnitude and nature. Performance Standard 5: Land Acquisition and Involuntary Resettlement PS 5 requires the consideration of alternative project designs to minimise or avoid physical or economic displacement and to balance environmental, social, and financial costs and benefits. Compensation for loss of assets will be provided in the event that displacement cannot be avoided. Performance Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources PS 6 requires the consideration of direct and indirect impacts on biodiversity and ecosystem services and identification of any significant residual impacts is required. A practice of adaptive management should be adopted to ensure that mitigation and management measures are implemented in response to changing conditions and monitoring during the project life-cycle. Performance Standard 7: Indigenous Peoples PS 7 requires the Identification of Indigenous Peoples that could be affected by the project is required. Adverse impacts are to be avoided where possible, with minimisation, restoration, and/or compensation being provided when avoidance is not possible. An engagement process with Affected Communities is required as per Performance Standard 1. Performance Standard 8: Cultural Heritage. PS 8 stipulates that the engagement party is required to comply with applicable legislation regarding the protection of cultural heritage, including implementation of the host country s obligations under the Convention Concerning the Protection of the World Cultural and Natural Heritage. Internationally recognised methods for the protection, field study, and documentation of cultural heritage are to be implemented. When considering the requirements of the EPs regarding projects located in non-oecd countries, which are not designated as high-income by the World Bank Development Indicators, the IFC PS also apply to the Equator Principle Review, as does the applicable Industry Specific EHS Guidelines. These Standards are considered when reviewing documentation in accordance with EPS 3 - Applicable Social and Environmental Standards. Within the context of this Review, the EPs serve as an international set of diligence standards against which the social and environmental compliance of Steenkampskraal Project can be measured.

252 June Table 87 : IFC BPG Compliance Status for the Steenkampskraal Project Compliance with Legal Requirements ASPECT AREA OF COMPLIANCE RECOMMENDATIONS EIA undertaken appropriate to type, scale, and location of the project Performance Standard 1. Assessment and Management of Environmental and Social Risks and Impacts Refer to the legislative status table The completed amended EMPR will be submitted to the DMR, in accordance with the conditional requirements of the MPRDA (Act 28 of 2002). Included in EMPr Amendment GWMG has developed an environmental Policy The specialist studies for the impact assessment process are complete ISOs and management plans not completed No management programmes currently exist for Steenkampskraal Environmental and Social Due Diligence Process Policy Identification of Risks and Impacts Environmental and Social Management System Management Programs Organisational Capacity and Competency The current company organisational structure makes provision for 1 Sufficient for the project GWMG is currently engaging with the DEA and DMR as to what process should be followed for submission. Emergency Preparedness and Response Included in EMPR Amendment Monitoring and Review Included in EMPR Amendment Stakeholder Engagement Indigenous Peoples Included in EMPR Amendment Included in EMPR Amendment External Communications and Grievance Mechanisms Process included in EMPr Amendment. Grievance register still required Continue to implement grievance mechanism and communicate the mechanism to all stakeholders and Ongoing Reporting to Affected Communities Forms part of the ISO process and procedures communities. Working Conditions and Management of Worker Relationship Protecting the Work Force Occupational Health and Safety Workers Engaged by Third Parties Supply Chain Resource Efficiency Greenhouse Gases Water Consumption Pollution Prevention Waste Management Hazardous Materials Management Pesticide Use and Management Performance Standard 2. Labour and Working Conditions Included in the Social and Labour Plan Included in the Social and Labour Plan Included in the Social and Labour Plan Included in the Social and Labour Plan ` Performance Standard 3. Resource Efficiency and Pollution Prevention Included in the EMPr Amendment Included in the EMPr Amendment Included in the EMPr Amendment in Hydrogeology section Included in the EMPr Amendment. Waste management plan completed Included in the EMPr Amendment. Plan in place NA

253 June ASPECT AREA OF COMPLIANCE RECOMMENDATIONS Performance Standard 4. Community Health, Safety, and Security Community Health and Safety Socio economic part of the Social and Labour Plan Infrastructure and Equipment Design and Safety HAZOPS included in feasibility study Hazardous Materials Management and Safety Included in the EMPr Amendment Ecosystem Services Included in the EMPr Amendment Community Exposure to Disease Included in the EMPr Amendment and the Social and Labour Plan Emergency Preparedness and Response Included in the EMPr Amendment Security Personnel Included in the EMPr Amendment Performance Standard 5. Land Acquisition and Involuntary Resettlement Project Design The current MLA has been approved under the NOMR - the mine has Compensation and Benefits for Displaced Persons Included in the land purchase agreement Community Engagement Already undertaken in the EMPr Amendment process Grievance Mechanism Included in the EMPr Amendment Resettlement and Livelihood Restoration Planning and NA Physical Displacement NA Economic Displacement NA Performance Standard 6. Biodiversity and Sustainable Management of Living Natural Resources Protection and Conservation of Biodiversity All specialist studies complete Legally Protected and Internationally Recognized Areas Some protected sites excluded from the project Invasive Alien Species Included in the EMPr Amendment Management of Ecosystem Services Included in the EMPr Amendment Sustainable Management of Living Natural Resources N/A. This requirement pertains to Clients who are engaged in the primary production of living natural resources such as natural and Supply Chain N/A Performance Standard 7. Indigenous Peoples Avoidance of Adverse Impacts NA - Site is established. Unclear if management plans have been Participation and Consent Stakeholder plan has been developed and included in the EMPr Relocation of Indigenous Peoples NA Critical Cultural Heritage Specialist studies complete and included in EMPR Amendment Mitigation and Development Benefits Included in the EMPr Amendment Performance Standard 8. Cultural Heritage Protection of Cultural Heritage in Project Design and Execution Included in the EMPr Amendment Chance Find Procedures Specialist studies complete and included in EMPR Amendment Consultation Community Access Specialist studies complete and included in EMPR Amendment Removal of cultural heritage Identified and will be saved Project s Use of Cultural Heritage Specialist studies complete and included in EMPR Amendment Source : Pro-Earth 2014

254 June Appendix 3 Qualified Persons Certificates Andrew Neil Clay Venmyn Deloitte (Pty) Ltd Deloitte Place, Building 33, 1 st Floor, The Woodlands, 20 Woodlands Drive, Woodmead, Johannesburg, 2052 South Africa Telephone: /6, Fax: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Andrew Neil Clay, do hereby certify that I: 1. am the Managing Director of Venmyn Deloitte (Pty) Ltd; 2. am a graduate in Geology and a Bachelor of Science from University College Cardiff in 1976; 3. am a member/fellow of the following professional associations: CLASS PROFESSIONAL SOCIETY YEAR OF REGISTRATION Member Canadian Institute of Mining, Metallurgy and Petroleum 2006 Advisor JSE Limited Listings Advisory Committee 2005 Advisor JSE Issuer Services 2008 Member JSE Issuer Mining Sub-committee 2009 Associate Member American Association of Petroleum Geologists 2005 Member South African Institute of Directors 2004 Fellow Geological Society of South Africa 2003 Member American Institute of Mineral Appraisers 2002 Member South African Institute of Mining and Metallurgy 1998 Fellow Australasian Institute of Mining and Metallurgy 1994 Member Natural Scientist Institute of South Africa 1988 Member Investment Analysts Society of South Africa 1990 Member Society of Petroleum Engineers 2009 Member Project Management Institute 2011 Expert Hong Kong Stock Exchange have extensive experience in REE deposits (or similar mineralised intrusives) and Feasibility or similar studies, recent such experience as summarised below: YEAR CLIENT COMMODITY DOCUMENTATION 2013 Great Western Minerals Steenkampskraal Rare Earths PFS 2012 Araxa Rare Earths NI have practiced my profession continuously since my graduation; 6. have not visited the Steenkampskraal Project; 7. have read the definition of Qualified Person and Qualified Valuator as set out in NI and CIMVAL and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person and Qualified Valuator for the purposes of NI and CIMVAL; 8. have had no prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report; 9. have read NI , Form F1, CIMVAL Standards and Guidelines and the Independent Technical Report (dated effective 20 th June 2014) has been prepared in compliance with that instrument and form; 10. was responsible for the preparation of Section 21 of the Independent Technical Report; 11. as of the effective date of this certificate, to the best of my knowledge, information and belief, that part of the Independent Technical Report which I am responsible for contains all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading; 12. am independent of the issuer applying all of the tests in Section 1.5 of NI ; and

255 June consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20 th day of June 2014 at Johannesburg, South Africa. (signed) "A.N. Clay" A.N.CLAY M.Sc. (Geol.), M.Sc. (Min. Eng.), Dip. Bus. M. Pr Sci Nat, MSAIMM, FAusIMM, FGSSA, MAIMA, M.Inst.D., AAPG Managing Director

256 June Fiona Harper Venmyn Deloitte (Pty) Ltd Deloitte Place, Building 33, 1 st Floor, The Woodlands, 20 Woodlands Drive, Woodmead, Johannesburg, 2052 South Africa Telephone: /6, Fax: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Fiona Harper, do hereby certify that I: 1. am a Senior Manager at Venmyn Deloitte (Pty) Ltd; 2. graduated with a B.Sc. Hons (Geology) degree from the University of the Witwatersrand in 1977; 3. am a member/fellow of the following professional associations: CLASS PROFESSIONAL SOCIETY YEAR OF REGISTRATION Member Geological Society of South Africa 2007 Member South African Council for Natural Scientific Professions (400017/08) have extensive experience in REE and similar mineralised intrusives, and Feasibility or similar studies including the following:- YEAR CLIENT COMMODITY TYPE OF STUDY PROJECT DESCRIPTION 2013 Tanzanian Royalty Exploration Corporation Gold PEA Full PEA on the Itetemia Project and NI Tanzanian Royalty Mineral Resource Gold Exploration Corporation Estimation Mineral Resource Estimation 2013 Asanko Gold Gold PFS Full PFS and NI Pan African Resources Gold CPR and valuation for JSE SAMREC CPR for transaction on the JSE 2012 G&B Resources Au, Ni, U, Zn, Li, REE CPR for AIM Listing SAMREC CPR for AIM 2012 Boynton Platinum PFS in the form of a NI report on the PFS of the Magazynskraal CPR Project 2012 Tanzanian Royalty Gold PFS PFS on the Buckreef Project in Tanzania 2012 Frontier Rare Earths Limited REE NI for TSX NI on the Zandkopsdrift REE project 2011 Platmin Pty Limited Platinum CPR and Valuation NI and SAMREC Compliant CPR on for TSX Mphahlei 2010 Pan African Resources DFS on re-treatment Platinum Limited plant DFS on re-treatment plant 2010 Duration Gold Limited Gold (vein) Due Diligence and valuation Due Diligence for a transaction 2010 Taung Gold Limited Gold NI NI on Evander and Jeanette 2010 Tanzanian Royalty Gold (vein) NI for TSX NI on Buckreef for TSC 2010 Maghreb Mineral Limited Fluorspar, lead REE CPR for AIM listing CPR on Tunsian deposits for AIM listing 2010 RioZim Gold (vein) Due Diligence and valuation Due Diligence for a transaction 5. have practiced my profession from 1977 to 1984 and resumed in 2006; 6. visited the Steenkampskraal Project from 28 to 30 October 2013; 7. have read the definition of Qualified Person as set out in NI and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of NI ; 8. have had no prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report; 9. have read NI and Form F1 and the Independent Technical Report (dated 20 th June 2014) has been prepared in compliance with that instrument and form; 10. was responsible for the preparation of Sections 1 to 11, 18, 19, 21 to 26 of the Independent Technical Report;

257 June as of the effective date of this certificate, to the best of my knowledge, information and belief, those parts of the Independent Technical Report which I am responsible for contain all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading; 12. am independent of the issuer applying all of the tests in Section 1.5 of NI ; and 13. consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20 th day of June 2014 at Johannesburg, South Africa. (signed ) : F Harper F. HARPER B.Sc.Hons (Geol.) Pr Sci Nat, MGSSA Senior Manager

258 June Andrew Johan de Klerk Venmyn Deloitte (Pty) Ltd Deloitte Place, Building 33, 1 st Floor, The Woodlands, 20 Woodlands Drive, Woodmead, Johannesburg, 2052 South Africa Telephone: /6, Fax: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Andrew Johan de Klerk, do hereby certify that I: 1. am a Manager at Venmyn Deloitte (Pty) Ltd; 2. graduated with a B.Sc.Hons (Geology) degree from Rhodes University in Grahamstown, South Africa in 2001 and with a G.D.E. (Environmental Engineering) from the University of the Witwatersrand in Johannesburg, South Africa in 2008; 3. am a member/fellow of the following professional associations: CLASS PROFESSIONAL SOCIETY YEAR OF REGISTRATION Member Geological Society of South Africa (965220) 1998 Member South African Council for Natural Scientific Professions (400030/11) 2010 Member South African Institute of Mining and Metallurgy (706289) have experience in REE deposits (or similar mineralised intrusives) and Feasibility or similar studies, recent such experience as summarised below: YEAR CLIENT COMMODITY DOCUMENTATION 2014 Dawnmin Africa Tin and Tantalite SAMREC Compliant CPR 2014 Kombat Copper Copper NI PEA 2013 Unimin African Resources Pegmatite Rare Metals SAMREC Compliant CPR 2013 Gold One International Gold SAMREC Compliant CPR 2012 National Mining Corporation Au & Base Metal SAMREC Compliant CPR 2012 Deloitte LLP Gold Mining Expert Review of Polyus Gold Operations in Russia 2012 Gov. of Uganda Copper Due Diligence and Valuation 5. have practiced my profession from 2003 to present; 6. visited the Steenkampskraal Project from 28 to 30 October 2013; 7. have read the definition of Qualified Person as set out in NI and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of NI ; 8. have had no prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report; 9. have read NI and Form F1 and the Independent Technical Report (dated effective 20 th June 2014) has been prepared in compliance with that instrument and form; 10. was responsible for the preparation of Sections 1 to 11, 18, 19 and 24 to 26 of the Independent Technical Report; 11. as of the effective date of this certificate, to the best of my knowledge, information and belief, those parts of the Independent Technical Report which I am responsible for contain all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading; 12. independent of the issuer applying all of the tests in Section 1.5 of NI ; and 13. consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20 th day of June 2014 at Johannesburg, South Africa. (signed) "A.J. de Klerk" A.J. de Klerk B.Sc. (Hons), G.D.E. MGSSA, Pri.Sci.Nat. Manager

259 June Robert Machowski ULS Mineral Resource Projects (Pty) Ltd UWP House, Eton Office Park, 3 Harrison Avenue, Bryanston, 2021 South Africa Telephone: Fax: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Robert Machowski, do hereby certify that I:- 1. am the Chief Executive Officer at ULS Mineral Resource Projects South Africa; 2. graduated with a B.Sc.Eng. (Extractive Metallurgy Min Proc) degree in 1995 and with an M.B.A. in 2003 from the University of the Witwatersrand in Johannesburg, South Africa; 3. am a member/fellow of the following professional associations:- CLASS PROFESSIONAL SOCIETY YEAR OF REGISTRATION Member Engineering Council of South Africa ( ) 2004 Fellow South African Institute of Mining and Metallurgy (701185) 1993 Member South African Coal Processing Society have extensive experience in REE deposits (or similar mineralised intrusives) and Feasibility or similar studies, recent such experience as summarised below:- YEAR CLIENT COMMODITY DOCUMENTATION 2014 Steenkampskraal / Great Rare Earths Steenkampskraal Feasibility Study Western 2014 Geoperspective Diamonds Jwana Mine Scoping Study 2013 Goldstone Ltd Gold Homase Akrokerri Processing Trade Off and Scoping Study 2013 Gold Fields Gold Definitive Feasibility Study Updated to 5Mtpa Goldfields - Tarkwa Gold TEP 6 South CIL Plant 2012 Russian Platinum/ Русская Nickel and Chernogorski Platinum Project Design Documentation Платина PGM 2011 Wellford-Klaipeda TiO 2 Slag Pre-Feasibility Study Velta TiO2 Slag Smelter 2011 ArchangelskGeoDobycha/Lukoil Diamonds 4.5Mtpa Project Design Documentation for Grib Deposit 2011 Baikal Mining Company Copper Udokan Copper Process Tradeoffs Study /Metalloinvest/ Байкальская горная компания 2010 Arlan Resources Gold Prefeasibility Study- Pavlik Gold 2010 Karaliveem Gold Gold Contruction Engineering documentation Baikal Mining Company Copper Udokan Copper Pre-feasibility Study 2010 /Metalloinvest/ Байкальская горная компания 2008 LUO Diamonds Front End Engineering and Design Camatchia Diamond Mine 2007 Severalalmaz Diamonds Engineering Design Lomonosov Process Plant complex 5. have practiced my profession continuously from 1996 to present; 6. visited the Steenkampskraal Project from 28 to 30 October 2013; 7. have read the definition of Qualified Person as set out in NI and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of NI ; 8. have had no prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report; 9. have read NI and Form F1 and the Independent Technical Report (dated effective 20 th June 2014) which has been prepared in compliance with that instrument and form; 10. responsible for the preparation of Sections 12 and 16 and portions of Section 20 of the Independent Technical Report; 11. as of the effective date of this certificate, to the best of my knowledge, information and belief, that part of the Independent Technical Report which I am responsible for contains all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading;

260 June independent of the issuer applying all of the tests in Section 1.5 of NI ; and 13. consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20 th day of June 2014 at Johannesburg, South Africa. (signed) R Machowski R. Machowski M.B.A, B.Sc.Eng. (Met-Min.Proc.) FSAIMM, ECSA Chief Executive Officer

261 June Vaughn Glenn Duke Sound Mining Solution (Pty) Ltd Sound Mining House, 2A Fifth Street, Rivonia, Johannesburg, 2128 South Africa Telephone: Fax: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Vaughn Glenn Duke, do hereby certify that I:- 1. am a Director at Sound Mining Solution (Pty) Ltd; 2. graduated with a BSc Mining Engineering (Hons) degree from the University of the Witwatersrand in 1986 and with a Master of Business Administration degree from the University of Pretoria in 2003; 3. graduated with a BSc Mining Engineering (Hons) degree from the University of the Witwatersrand in 1986 and with a Master of Business Administration degree from the University of Pretoria in 2003; 4. am a member/fellow of the following professional associations:- CLASS PROFESSIONAL SOCIETY YEAR OF REGISTRATION Member Association of Mine Managers South Africa 1993 Member Engineering Council of South Africa 1994 Fellow South African Institute of Mining and Metallurgy 2005 Member Project Management Institute have extensive experience in REE deposits (or similar mineralised intrusives) and Feasibility or similar studies, recent such experience as summarised below:- YEAR CLIENT COMMODITY DOCUMENTATION Oakbay Investments Uranium Definitive Feasibility Study 2009 ongoing Sepfluor Fluorspar Pre-Feasibility Study/Definitive Study 2012 ongoing Frontier Rare Earths Rare Earths Pre-Feasibility Study 6. have practiced my profession continuously from 1986 to present; 7. have not visited the Steenkampskraal Project; 8. have read the definition of Qualified Person as set out in NI and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of NI ; 9. have had no prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report; 10. have read NI and Form F1 and the Independent Technical Report (dated effective 20 th June 2014) which has been prepared in compliance with that instrument and form; 11. responsible for the preparation of Sections 14 and 15 and portions of Section 20 of the Independent Technical Report; 12. as of the effective date of this certificate, to the best of my knowledge, information and belief, that part of the Independent Technical Report which I am responsible for contains all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading; 13. independent of the issuer applying all of the tests in Section 1.5 of NI ; and 14. consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20 th day of June 2014 at Johannesburg, South Africa. (signed) V.G. Duke V.G. DUKE Pr.Eng., PMP, B.Sc. Min.Eng. (Hons), M.B.A., FSAIMM, MECSA, MPMI, MMASA Director

262 June Ivor W.O. Jones Denny Jones (Pty) Ltd Robina, 4226 Queensland, Australia Telephone: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Ivor W.O. Jones, do hereby certify that I: 1. am the Principal of Denny Jones (Pty) Ltd and recent ex-executive Consultant of Snowden Mining Industry Consultants Pty Ltd.; 2. am a graduate with an Honours Degree in Bachelor of Science in Geology from Macquarie University in Sydney, Australia in 1986 and a graduate with a Master of Science degree in Resource Evaluation from the University of Queensland, Australia in 2001; 3. am a member/fellow of the following professional associations: YEAR OF CLASS PROFESSIONAL SOCIETY REGISTRATION Fellow and Chartered Professional (Geology) Australasian Institute of Mining and Metallurgy have extensive experience in REE deposits (or similar mineralised intrusives) and Feasibility or similar studies. In particular I have extensive experience in resource evaluation of mineralised intrusives in South Africa, and have been doing so on a regular basis since have worked as a geologist continuously for 28 years since my graduation from university and have been involved in mining and resource evaluation practices for 28 years, including resource evaluation for 23 years; 6. have personally inspected the Steenkampskraal Project that is the subject of the Independent Technical Report on two occasions. The first on 16 May 2012 and the second from 29 July to 31 July 2013; 7. have read the definition of Qualified Person set out in NI and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of NI ; 8. have had prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report, in that I have been an author of various technical reports of the same Project, most recently in May 2012, November 2012 and October 2013; 9. have read NI and Form F1, and that part of the Independent Technical Report (dated effective 20 th June 2014) for which I am responsible has been prepared in compliance with that instrument and form; 10. was responsible for the preparation of Section 13 of the Independent Technical Report; 11. as of the effective date of this certificate, to the best of my knowledge, information and belief, that part of the Independent Technical Report which I am responsible for contains all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading; 12. am independent of the issuer applying all of the tests in Section 1.5 of NI ; and 13. consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20 th day of June 2014 at Brisbane, Australia. (signed) I. W.O. Jones" I. W.O. JONES B.Sc. (Hons.), M.Sc. FAusIMM, CP Geo. Principal

263 June Giuseppe L. Marra ULS Mineral Resource Projects (Pty) Ltd First Floor, Block E, Lonehill Office Park Lonehill Boulevard, Lonehill, Johannesburg, 2062 South Africa Telephone: Fax: CERTIFICATE OF THE AUTHOR OF NATIONAL INSTRUMENT INDEPENDENT TECHNICAL REPORT ON THE RESULTS OF A FEASIBILITY STUDY FOR THE STEENKAMPSKRAAL RARE EARTH ELEMENT PROJECT IN THE WESTERN CAPE, SOUTH AFRICA FOR GREAT WESTERN MINERALS GROUP LTD. I, Giuseppe L. Marra, do hereby certify that I:- 1. am the Technical Director at ULS Mineral Resource Projects (Pty) Ltd; 2. graduated with a B.Sc Eng (Civil) degree in 1984 and with an M.Eng degree in 1998 from the University of the Witwatersrand and University of Pretoria respectively; 3. am a member/fellow of the following professional associations:- CLASS PROFESSIONAL SOCIETY YEAR OF REGISTRATION Pr. Eng Engineering Council of South Africa 1998 Member South African Institute of Civil Engineering 1981 Pr. CPM South African Council for the Project and Construction Management Professions have extensive experience in REE deposits (or similar mineralised intrusives) and Feasibility or similar studies, recent such experience as summarised below:- YEAR CLIENT COMMODITY DOCUMENTATION BHP Billiton Coal EPCM Air Products Gas EPCM Telecoms Telecoms Engineering and construction Various Municipalities Water Pipeline Construction and engineering Various Municipalities Water Pipeline and reservoir construction and engineering Eskom Energy Medupi Power Station construction and engineering 2013 Vedanta Iron Ore Gamsberg Feasibility Study 5. have practiced my profession continuously from 1984 to present; 6. visited the Steenkampskraal Project from 28 to 30 October 2013; 7. have read the definition of Qualified Person as set out in NI and certify that by reason of my education, affiliation with a professional association (as defined in NI ) and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of NI ; 8. have had no prior involvement with the Steenkampskraal Project that is the subject of the Independent Technical Report; 9. have read NI and Form F1 and the Independent Technical Report (dated effective 20 th June 2014) which has been prepared in compliance with that instrument and form; 10. responsible for the preparation of Sections 17 and portions of Section 20 of the Independent Technical Report; 11. as of the effective date of this certificate, to the best of my knowledge, information and belief, that part of the Independent Technical Report which I am responsible for contains all scientific and technical information that is required to be disclosed to make the Independent Technical Report not misleading; 12. independent of the issuer applying all of the tests in Section 1.5 of NI ; and 13. consent to the filing of the Independent Technical Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public, of the Independent Technical Report. Dated this 20th day of June 2014 at Johannesburg, South Africa. (signed ) G.L.Marra G.L. Marra B.Sc.Eng. (Civil), M.Eng., Pr.Eng., MSAICE Technical Director

264 June Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (DTTL), a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. Deloitte provides audit, tax, consulting and financial advisory services to public and private clients spanning multiple industries. With a globally connected network of member firms in more than 150 countries, Deloitte brings world-class capabilities and high-quality service to clients, delivering the insights they need to address their most complex business challenges. Deloitte has in the region of 200,000 professionals, all committed to becoming the standard of excellence Deloitte & Touche. All rights reserved. Member of Deloitte Touche Tohmatsu Limited