Spitfire Materials Limited (ASX:SPI, FSE:4SF)

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Spitfire Materials Limited(ASX:SPI, FSE:4SF)October 2017

WHO IS IIR?Independent Investment Research, “IIR”, is an independent investment research house based in Australia and the United States. IIR specialises in the analysis of high quality commissioned research forBrokers, Family Offices and Fund Managers. IIR distributes its research in Asia, United States and the Americas. IIR does not participate in any corporate or capital raising activity and therefore it doesnot have any inherent bias that may result from research that is linked to any corporate/ capital raising activity.IIR was established in 2004 under Aegis Equities Research Group of companies to provide investment research to a select group of retail and wholesale clients. 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Spitfire Materials Limited (ASX: SPI, FSE: 4SF)ContentsBuilding an Australian Gold Developer - The Pilbara Team is Back. 1Key Points. 1SWOT Analysis. 2Overview. 3Strategy and Project Overview. 3Financial Position. 4Merger and Acquisition Details. 4Mulwarrie Gold Project, Western Australia. 6Alice River Gold Project, Northeast Queensland.11Aphrodite Gold Project - Western Australia. 15Other Projects. 19Peers. 20Capital Structure. 21Risks. 21Board and Management - Merged Entity. 21Independent Investment Research

Spitfire Materials Limited (ASX: SPI, FSE: 4SF)Initiation - October 2017Note: This report is based oninformation provided by the companyas at October 27 2017Investment Profile - Post Merger Pro-FormaShare Price - 26 October 2017A 0.115Issued Capital:Ordinary Shares467.5mEscrow Shares54.5mPerformance Rights20.0mOptions35.9mFully Diluted522.4mMarket Capitalisation 53.8m12 month L/H - SPI 0.046/ 0.18Cash and Liquid Investments 3.39 millionBoard and Management - Post MergerMr Peter Buttigieg: Non-Executive ChairmanMr John Young: Managing DirectorBUILDING AN AUSTRALIAN GOLD DEVELOPER - THEPILBARA TEAM IS BACKSpitfire Materials Limited (“Spitfire” or “the Company”) sees the re-emergence of thehighly-regarded founders of ASX lithium developer Pilbara Minerals (ASX: PLS), now a 1.2billion company, in the Australian junior gold sector. Spitfire is undertaking a transformationalstrategy aimed at building a significant Australian gold developer and, down the track,producer.Most recently, the Company has announced a merger with Aphrodite Gold Limited (ASX:AQQ, “Aphrodite Gold”), owners of the Feasibility-level 1.26Moz Aphrodite Gold Project(“Aphrodite”), located adjacent to infrastructure just 65km north-west of Kalgoorlie in WesternAustralia. The merger is expected to be finalised in December 2017.Previously, the Company had acquired Admiral Gold, a private company associated withPilbara Minerals founders John Young and Neil Biddle, resulting in the injection of twoprojects, the Mulwarrie Gold Project Joint Venture (“Mulwarrie”), just 65km from Aphroditeand the Alice River Gold Project (“Alice River”) on Cape York in Queensland. Mulwarriehas returned excellent drilling results recently, demonstrating its potential as a satellitedevelopment to Aphrodite, while a maiden drilling program was completed recently atAlice River, which has an Exploration Target of between 105,000 and 250,000oz of gold andsignificant historical work. Active exploration programmes are underway or planned for allprojects, ensuring strong news-flow into the New Year.Mr Neil Biddle: Executive DirectorMr Roger Mitchell: Non-Executive DirectorMr Alan Boys: Non-Executive Director (until mergeris completed)Mr Russell Hardwick: CFO/Company SecretaryMajor Shareholders - Pre MergerMr John YoungStarchaser Nominees (Mr Alan Boys)8.11%6.79%Top 2046.60%Board and Management19.50%Price ChartKEY POINTSAdvanced gold projects: The Company is developing a portfolio of advanced exploration todevelopment projects in world class mining jurisdictions - these have the potential to developinto significant producers.High grades and open: The underground resource at Aphrodite contains 662,665oz of goldat the relatively high grade of 7g/t (enough to carry the processing required for the refractorymaterial), and in addition drilling at Mulwarrie has intersected grades of up to 43g/t, againhighlighting the potential for a high grade discovery. Identified mineralisation at all three keyprojects is also open, highlighting significant potential for resource expansions and furtherexploration success.Western Australian synergies: The two key projects in Western Australia, Aphrodite andMulwarrie are only 65km apart, and should a suitable resource be defined at Mulwarrie andthe economics of Aphrodite stack up they have the potential to be treated through a commonplant, thus significantly decreasing capital costs, and hence the resource inventory at eachdeposit that would otherwise be required for standalone operations.Third party treatment options: There is also the potential to treat Aphrodite ore at anearby plant, and to that end Aphrodite Gold has signed an memorandum of understanding(“MoU”) with Poseidon Nickel (ASX: POS, “Poseidon”) with regards to using the Black Swanconcentrator, which is currently under care and maintenance.Ready access to infrastructure: The Western Australian projects have ready access to powerand transport infrastructure, and a resident workforce and services in Kalgoorlie.Senior Analyst – Mark GordonStable, well respected mining jurisdictions: Both Queensland and Western Australia havea long history of mining with both ranking well in the 2016 Fraser Institute Survey of MiningCompanies, with Western Australia coming in at 3rd and Queensland 10th globally, andrespectively 1st and 2nd in Australia.Positive outlook for gold: Our view is that the Australian denominated gold price will remainat around current historically high levels or higher for the foreseeable future.The investment opinion in this report is current asat the date of publication. Investors and advisersshould be aware that over time the circumstancesof the issuer and/or product may change whichmay affect our investment opinion.Independent Investment ResearchStrong management and technical team: The Company has management and technicalpersonnel with extensive experience in the junior resources sector, and a proven history oftechnical success and delivering value to shareholders; in addition key personnel hold 20%of the Company, thus aligning their interests with those of other shareholders.Active Exploration Programmes: Comprehensive exploration programmes are currentlyunderway or planned over all projects, leading to significant news flow over the short tomedium term. Given the results of historical work we would expect positive results fromthese programmes.1

Spitfire Materials Limited (ASX: SPI, FSE: 4SF)SWOT ANALYSISStrengths Advanced, high quality gold projects: The three key projects are advanced, withthe results of work to date highlighting the quality of them and the potential to hostsignificant resources. Potential synergies: The proximity of the Aphrodite and Mulwarrie projects means thatthere are potential development and operational synergies should they progress that far. On Mining Leases: Key mineralised areas on all three key projects are on grantedMining Leases; this should shorten and simplify permitting activities should they head toproduction. Well regarded jurisdictions: Both Western Australia and Queensland are well regardedmining jurisdictions, with long histories of successful mining. Close to infrastructure: Aphrodite and Mulwarrie are both close to infrastructure,which will decrease costs of any potential developments; this includes being close toKalgoorlie, thus precluding requirements for fly in/fly out (“FIFO”) operations. Experienced people with skin in the game: Company personnel have significantexperience and success in the junior resources sector, and also have significant holdingsin Spitfire - this success has included listing and growing lithium developer PilbaraMinerals Ltd (ASX: PLS). Frankfurt Stock Exchange listing: This secondary listing gives Spitfire ready access toEuropean investors and capital markets.Weaknesses Refractory mineralisation at Aphrodite: The presence of refractory mineralisation atAphrodite will result in higher cost capital and operating costs, and as it stands our viewis that the project is currently very marginal as a standalone operation. However thereare a number of options that potentially improve the economics, including third partytreatment, synergies with Mulwarrie and the potential to significantly expand resources. Funding: As of September 30, 2017 Spitfire and Aphrodite Gold had A 3.39 millionin cash between them; given the planned exploration programmes there will be therequirement to go to the market in the near term.Opportunities Resource expansion: This is the key opportunity at Aphrodite, with mineralisation beingopen at depth, with the deepest drilling some 150m below the base of the currentresource, and mineralisation still open below that. Drilling success: These apply to Mulwarrie and Alice River, with, like at Aphrodite,mineralisation being open beyond the deepest intersection at these two projects. Other acquisitions and farm-ins: Spitfire will be looking at other opportunities,particularly those that provide synergies with existing projects.Threats Lack of drilling success: This particularly applies to Mulwarrie and Alice River, and is akey threat for any junior explorer. Merger not proceeding: Given the friendly nature of the transaction we would considerthis a minor threat only, however a threat none the less. Markets and metals prices: A key perennial threat facing juniors are falls in the stockand gold markets, particularly when it comes to having to raise funds in a bad market –this will also impact with investors selling down the more risky juniors before other lessrisky investments.Independent Investment Research2

Spitfire Materials Limited (ASX: SPI, FSE: 4SF)OVERVIEWSTRATEGY AND PROJECT OVERVIEW Spitfire’s strategy is to build a significant Australian gold developer and producer, andto that end has recently completed a number of acquisitions and is in the process ofcompeting a merger with Aphrodite Gold. Acquisitions include the England Gold Project in Western Australia (completed in October2016), the Yoda Gold Project in the Northern Territory, (completed in December 2016);and the acquisition of the unlisted Admiral Gold Limited, announced in March 2017 andcompleted in June. Admiral Gold is earning up to 70% of Mulwarrie some 150km northwest of Kalgoorlie inWestern Australia and is earning up to 100% of the Alice River Gold Project, located westof Cooktown 460km northwest of Cairns in northeast Queensland. The Company is currently in the process of merging with Aphrodite Gold, with the mainasset being the advanced 1.26Moz gold Aphrodite Gold Project, on which a JORC-2012compliant resource upgrade and updated PFS were recently completed - Aphrodite islocated 65km northwest of Kalgoorlie (Figures 1 and 2). Spitfire has also listed on the Frankfurt Stock Exchange (FSE: 4SF); this gives thecompany greater exposure to European investors and capital markets.Figure 1: Project location mapSource: SpitfireIndependent Investment Research3

Spitfire Materials Limited (ASX: SPI, FSE: 4SF)Figure 2: Western Australian projectsSource: SpitfireFINANCIAL POSITION As of September 30, 2017, Spitfire had cash of A 2.86 million, with Aphodite holdingA 0.53 million in cash. Over the twelve months to June 30, 2017, Spitfire raised A 4.5 million through theplacement of 75 million shares at A 0.06/share; over the same period Aphrodite raisedA 4.477 million through a placement (A 2.026 million) and SPP (A 2.251 million) withthe issue of shares at A 0.019/share - there was 75% take-up in the SPP. Over the same period Spitfire spent A 0.254 million on exploration and A 0.830 millionon staff and administration costs; Aphrodite expended A 2.577 million on exploration andA 1.010 million on administration. The low exploration expenditure for Spitfire during FY17 was due to activities largelyconcentrating on identifying acquisition opportunities - expenditure accelerated from latein the June 2017 quarter with drilling programmes underway.MERGER AND ACQUISITION DETAILSSpitfire/Aphrodite Gold Merger The planned friendly merger between Spitfire and Aphrodite Gold, which is expected tobe completed in December 2017, was announced to the market on August 14, 2017. The merger, through a Scheme of Arrangement, will involve Spitfire acquiring all shares(except for the 74.13 million that it already owns) through the issue of one Spitfireshare for every 2.9 Aphrodite shares - this will result in the issue of 220.8 million newSpitfire shares to the shareholders of Aphrodite, with existing Spitfire shareholders andAphrodite shareholders each holding approximately 50% each of the surviving Spitfireentity.Independent Investment Research4

Spitfire Materials Limited (ASX: SPI, FSE: 4SF) As mentioned previously, Aphrodite Gold’s main asset is the 100% held Aphrodite GoldProject. Two Spitfire Board members John Young and Neil Biddle will remain, with AphroditeBoard members Peter Buttigieg and Roger Mitchell joining the Spitfire Board. At the time of the announcement the Spitfire share price was A 0.13/share, and that forAphrodite was A 0.024/share, with the implied transaction value of A 0.045/Aphroditeshare representing a premium of 85% to the then share price. The pro-forma capital structure, using current share prices, is shown in Table 1.Table 1: Pro-forma Spitfire/Aphrodite merged entity capital structureTable 1: Pro-forma Spitfire/Aphrodite merged entity capital structureParameterSPIAQQMergeCoShare PriceA 0.115A 0.035A 0.115Current, MergeCo based on SPIShares on Issue246.7 m714.4 m467.5 m220.8 new SPI shares issued - nonew shares issued for 74.2 millionAQQ shares already held by SPISPI Performance Rights20.0 mSPI Options22.1 m20.0 m-22.1 m-40.0 m13.8 mA 28.37 mA 25.00 mA 53.76 mUndilutedAQQ Options/ReplacementMarket CapitalisationNotesReplaced at 1 for 2.9CashA 2.86 mA 0.50 mA 3.36 mSeptember 30, 2017Enterprise ValueA 25.51 mA 24.50 mA 50.39 mUndilutedSource: Spitfire, IRESS, IIR analysisAdmiral Gold Acquisition The Admiral Gold acquisition was announced to the market on March 27, 2017, withcompletion announced on June 30, 2017. At the time of acquisition Admiral Gold’s principals and major shareholders wereJohn Young and Neil Biddle, with the major assets, as discussed earlier, being earn-inarrangements into the Mulwarrie and Alice River Gold Projects. The acquisition of Admiral included the following (now completed):––The issue of 59.5 million fully paid ordinary Spitfire shares to the shareholders ofAdmiral Gold, of which 49.5 million will be escrowed for 12 months,––The appointment of Messrs Young and Biddle to the Board of Spitfire, and,––Shareholder approval. Details of the asset earn-in agreements are given below.Alice River Gold Project, NE Queensland Admiral has the right to earn up to an initial 51% interest in the tenements (“Stage 1Interest”) from the vendors Tinpitch Pty Ltd (“Tinpitch”) by:––Expending a minimum of 1,000,000 on exploration expenditure on or in relation tothe tenements by 14th March 2018 (“Year 1 Expenditure Requirement”), includingsatisfying a minimum expenditure commitment of 750,000;––Expending a minimum of 5,000,000 on exploration of the tenements, which shallinclude any amounts spent in satisfying the Year 1 Expenditure Requirement by 14thMarch 2019; and––Completing a Scoping Study on the tenements. Subject to Admiral earning the Stage 1 Interest, Admiral has the right to earn up to anadditional 24% interest in the tenements (“Stage 2 Interest”) by undertaking additionalexpenditure on exploration of the tenements of not less than 5,000,000 by 14th March2021. Upon Admiral earning a 75% interest in the Alice River Gold Project, there are a numberof elections available to Tinpitch with respect to its remaining 25% interest and, uponcompletion of a Bankable Feasibility Study, Admiral has a call option to acquire Tinpitch’sremaining 25% interest. Subject to the acquisition of that remaining 25% interest,Admiral would then hold a 100% interest in the Alice River Gold Project.Independent Investment Research5

Spitfire Materials Limited (ASX: SPI, FSE: 4SF)Mulwarrie Gold Project, Western Australia Admiral has entered into a binding term sheet with Goldfield Argonaut Pty Ltd in relationto the Mulwarrie Gold Project. Under the terms of the agreement, Admiral has the rightto earn up to an initial 51% interest in the tenements (“Stage 1 interest”) by:––Expending a minimum of 200,000 on exploration of the tenements and completinga total of 2,000m of Reverse Circulation (RC) and/or Diamond Drilling (DD)) on thetenements by 31st July 2017 (“Minimum Commitment”, completed); and––Expending a minimum of 1,000,000 on exploration of the tenements, which shallinclude any amounts spent in satisfying the Minimum Commitment, on or prior tothe 31st January 2018. Subject to Admiral earning the Stage 1 Interest, Admiral has the right to earn up to anadditional 19% interest in the tenements (“Stage 2 Interest”) by undertaking additionalexpenditure on exploration of the tenements of not less than 1,000,000, on or prior tothe 31st January 2019.Yoda and England Gold Prospects The completion of the acquisition of 100% of the Yoda Prospect (EL30834) in theNorthern Territory was announced to the market on December 5, 2016, with theconsideration being 3,000,000 fully paid ordinary shares in Spitfire. The completion of the acquisition of 100% of the England Gold Project (E38/2869)in Western Australia was announced to the market on October 27, 2016, with theconsideration being 2,000,000 fully paid ordinary shares in Spitfire.MULWARRIE GOLD PROJECT, WESTERN AUSTRALIALocation and Tenure Mulwarrie includes two granted contiguous ML’s, located 10km from the DavyhurstMining Centre and readily accessible from either Kalgoorlie or Coolgardie by 150km ofsealed highway and formed dirt roads. Both tenements, which cover a total of 179.67ha are in good standing, with expiry datesin 2028.Figure 3: Mulwarrie tenements and geologySource: SpitfireIndependent Investment Research6

Spitfire Materials Limited (ASX: SPI, FSE: 4SF)Exploration and Mining History Mulwarrie has seen significant historic drilling from 1983 to 1998, with Admiral Goldcompiling a database 453 drillholes, including rotary air blast (“RAB”) and reversecirculation (“RC”). Previous explorers include Pancontinental Mining and Consolidated Mining N.L., withPancontinental defining reserves of 83,000t @ 4.17g/t Au - the Central West Pit wassubsequently mined by Callion Mining Pty Ltd, with 3,037oz of gold reportedly beingproduced from 24,344 tonnes of oxide ore at a grade of 3.88g/t Au. Historical underground production from the broader Mulwarrie area is reportedly 26,344oz of gold from 19,728 tonnes at an average grade of 41.5g/t Au.Work by Spitfire Work by Spitfire has included two RC/diamond drilling programmes for 5794.5m; thisincludes an initial programme of 3,014.6m in 27 holes (26 RC, one diamond) completedin the June 2017 quarter, and 2,780m from 23 RC holes completed in the September2017 quarter. This drilling has retu

Spitfire Materials Limited (“Spitfire” or “the Company”) sees the re-emergence of the highly-regarded founders of ASX lithium developer Pilbara Minerals (ASX: PLS), now a 1

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