Completion of the company’s deed of arrangement and updating of the company


MARCH 18, 2021

INDOCHINE MINING LIMITED

ABOUT

Indochine is a mining exploration and development company which, subject to license renewal, seeks to advance the Mt Kare Au – Ag project in Papua New Guinea.

PROJECTS

MT KARE Au-Ag project (license renewal in progress)

ADVICE AND MANAGEMENT

Brian Rodan Executive chairman Jon edwards Non-executive director Johnathon by bus Non-executive director Sebastien André Company Secretary

CURRENT ISSUED CAPITAL

Actions: 33 263 050

Options: 10,000,000 exercisable at $ 0.05 each no later than 12/31/2025

CONTACT

Level 2, 41 Ord Street West Perth WA 6005

Phone. : 08 6458 4200

E: [email protected]

www.indochinemining.com

COMPLETION OF THE COMPANY’S DEED OF ARRANGEMENT

AND COMPANY UPDATE

Strong points

  • Aaudit of the 2019 and 2020 financial statements of the Company pending declarations.

  • The 2019 and 2020 annual general meetings will be held as soon as possible.

  • Judgment in the Appeal of the Supreme Court of Papua New Guinea (Appeal) heard by a panel of three judges on February 26, 2019 is still pending, court schedules being impacted by COVID-19.

  • Strategic opportunities assessed by directors.

  • Morgans Corporate Limited (Morgan) to support the financing and development of opportunities that create value for shareholders.

Indochina Mining Limited (Indochina, or the Company) is pleased to announce that the agreement on the corporate deed which was signed on June 4, 2015 was completed on January 19, 2021, the date on which KPMG acting as administrator of the deed took his retirement and returned control of Indochina to the company.Yes Board of Directors.

Indochine provides the following update to shareholders, other stakeholders and potential future investors.

www.indochinemining.com

1 | Page

Historical context

Indochine is an exploration company that seeks to advance the 2.45 million ounces1 Mt Kare Au-Ag Project (Project), pending the renewal of exploration permit EL1093 (Licence), located ~ 15 kilometers from the ~35 million ounce Porgera gold mine in the western highlands of Papua New Guinea.

Indochina acquired the Mt Kare project for ~ A $ 27 million in cash and fully paid common stock in the Company’s capital (Actions) in 2011 (Acquisition). Since then, Indochina has invested over A $ 70 million directly in exploration, appraisal, mining feasibility and landowner investigation studies, as well as around A $ 15 million in indirect costs, including social and community support, security, maintenance, helicopter support, and the provision of funding and administration. functions to support site activities, for a total investment of over A $ 100 million.

Since the acquisition, Indochina has worked diligently with PNG authorities, landowners and various other stakeholders to explore and advance the Mount Kare project.

In August 2014, the exploration permit for Mount Kare, EL1093, was due to be renewed. In accordance with the PNG Mining Act 1992 and, as is customary in PNG, the Company continued to fund the exploration program until the license renewal application was determined. After seven months of funding exploration and development activities at Mt Kare, delays caused by the non-renewal of the exploration permit created uncertainty among investors and had a negative impact on the market. of the company ability to finalize funding to continue work on the project.

As a result of these factors, the then Indochina Board of Directors placed the Company under voluntary administration on March 27, 2015 (Administration). Ferrier Hodgson (now KPMG) was appointed Volunteer Director of Indochina (Administrator). A deed of arrangement from the company (DOCA) was approved by Indochina’s creditors on May 13, 2015 and subsequently executed on June 4, 2015.

Full details are available on the Company’s website at www.indochinemining.com

1 Reported in accordance with the 2004 edition of the Australasian Code for the Communication of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2004 Edition). The total mineral resource was estimated at 42.5 Mt at 1.54 g / t gold and 13.5 g / t silver for 2.11 Moz of gold, 18.4 Moz of silver or 2 , 45 Moz of gold equivalent. Refer to the announcements dated July 10, 2013 for more details (available online at http://www.indochinemining.com/). Due to the current state of the license, the company has not performed the work required to upgrade the resource to comply with the 2012 edition of the JORC code.

Supreme Court appeal

The appeal concerns the judgment of His Honor Judge Nablu (deceased) upholding the

Minister for Mining’s decision not to renew the request for an extension of the Summit License

Limited development (Mountain peak), being a 100% subsidiary of Indochina.

The appeal was heard on February 26, 2019 by a panel of three Supreme Court judges, made up of Justices Batari, Dingake and Miviri.

Until the decision of the Court is rendered, the Minister of Mines, the Mineral Resources Authorityty and the other defendants are not authorized to take any action with respect to the Mt Kare gold project, including granting a license to any other party to explore or develop the project. Summit will provide an update once the Court‘s decision has been made and announced.

Government and landowner engagement

As previously announced, in 2019, Indochina received an open letter of support from Mount Kare landowners expressing their wish for Indochina and Summit to restart project operations. The letter was dated November 12, 2019 and signed by 156 landowners of Mount Kare. A copy of the letter is available on the Indochina website(www.indochinemining.com)

In December 2019, representatives from Indochina, the Summit and KPMG met with the Prime Minister of PNG, the Honorable James Marape MP, and the Governor of Enga Province, Grand Chief Sir Peter Ipatas, MP GCL KBE, in Port Moresby. The purpose of the meeting was to re-affirm the Summit’s commitment to Mount Kare Project, if Summit was successful in the Appeal.

Although the meeting in Parliament was cordial and constructive, it was confirmed that no further development of the Mount Kare project could take place until the Supreme Court rendered its final judgment on the appeal.

Photo: L / D Front Ashok Jairath Former Secretary General, Governor and Grand Chief Sir Peter Ipatas Deputy GCL KBE, Brian Rodan Indochine, Prime Minister, the Honorable James Marape, Curtis Blades Indochina; Back: Summit Michael Sullivan, Martin Jones Administrator of acts

Mr. Michael Sullivan, as Summit Country Director, said: “Assuming a favorable appeal results in the license renewal or a new license is granted on reasonable terms, it would be Summit intends to pay all of PNG’s creditors in full and to quickly resume the exploration program at Mt Kare as soon as possible.

Completion of the company deed arrangement

KPMG (formerly Ferrier Hodgson) has been appointed Indochina voluntary director in accordance with section 436A of the Corporations Act 2001 (Cth) on March 27, 2015 and was subsequently appointed as administrator of the acts on June 4, 2015.

January 20, 2021, Mr. Martin Jones of KPMG (in his capacity as Director of Indochina) announced that: We confirm that the conditions and all other obligations under the DOCA executed on June 4, 2015 have been met and, therefore, the DOCA has been fully executed as of January 19, 2021. Therefore, I have now taken my retirement as administrator of the acts of the company.“.

Under DOCA, Kandahar Holdings Pty Ltd (Kandahar) loaned $ 500,000 to the Company (DOCA loan), of which $ 50,000 was awarded in 2015 (Amount of the first loan) and $ 450,000 was granted upon entry into force of the DOCA (Amount of the second loan).

Once the DOCA was completed, the DOCA loan was converted into 10,000,000 shares and 10,000,000 options (exercisable at $ 0.05 no later than December 31, 2025). Further details regarding the securities issued during the implementation of the DOCA are presented in the update below.

Changes to the Board of Directors

Following the entry into force of the DOCA, former directors MM. Keith Murray, Craig Dawson and Tony Gates, retired and the following directors have been appointed:

  • Mr. Brian Rodan as Executive Chairman;

  • Mr. Jonathon Edwards as a non-executive director; and

  • Mr. Johnathon Busing as non-executive director.

The Board thanks the outgoing Directors for their invaluable commitment to Indochine in a difficult period for the Company. Executive Chairman of Indochina, Brian Rodan, mentionned: “Keith, Craig and Tony were all appointed to the Indochina Board at a time when the Company was in dire financial straits and they have worked diligently to protect the interests of all shareholders and to rebuild the prospects of the Company in PNG and beyond. They have each acted with the utmost integrity and, as a shareholder myself, I sincerely thank them for their valuable efforts.“.

The experience of the new leaders of the company is presented below.

Mr. Brian Rodan – Executive Chairman

  • Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM) with 43 years’ live.

  • Managing Director and Owner of Australian Contract Mining Pty Ltd (ACM), a mid-level outsourcing company that has successfully completed $ 1.5 billion worth of work over a 20-year period. ACM was sold to an ASX-listed gold mining company in 2017.

  • Founding Director of Dacian Gold Limited, which purchased the Mt Morgans gold mine from the administrator of Range River Gold Ltd. After Dacian was listed on ASX in 2012, Mr. Rodan was by Dacien main shareholder.

  • Executive Director of Eltin Limited. 15 years of service with australia Largest ASX-listed full-service contract mining company, with annual revenue of $ 850 million (+).

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