Azumah the off-market takeover bid by IGIC Pte Ltd (Ibaera

AZUMAH RESOURCES LIMITED ABN 72 112 320 251

Suite 2, 11 Ventnor Avenue West Perth WA 6005

PO Box 1073 West Perth WA 6872

t +61 (0) 8 9486 7911 f +61 (0) 8 9481 4417

w www.azumahresources.com.au e [email protected]

16 October 2019 The Manager Market Announcements Office ASX Limited Level 40, Central Park 152-158 St George’s Terrace PERTH WA 6000 Dear Sir / Madam Target's Statement – Off-market takeover bid by IGIC Pte Ltd In accordance with item 14 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), we enclose a copy of the target’s statement dated 16 October 2019 (Target’s Statement) prepared by Azumah Resources Limited ACN 112 320 251 (ASX:AZM) (Azumah) in relation to the off-market takeover bid by IGIC Pte Ltd (Ibaera) under Chapter 6 of the Corporations Act for all of the fully paid ordinary shares in Azumah not already owned by Ibaera. The Target's Statement is being lodged today with the Australian Securities and Investments Commission and served on Ibaera. Yours faithfully

Dennis Wilkins Company Secretary

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about how to deal with this document, you should contact

your broker, financial adviser or legal adviser immediately.

TARGET’S STATEMENTISSUED BY AZUMAH RESOURCES LIMITED

ACN 112 320 251

This Target’s Statement is issued in relation to the off-market takeover bid by IGIC Pte Ltd for all the ordinary shares it does not

already own in Azumah Resources Limited at $0.028 per Share.

Your Directors unanimously recommend that you

AZURE CAPITAL

Financial Adviser Legal Adviser

REJECTthe Offer

To reject the Offer

DO NOTHING

3444-8232-0910v1

Key dates Announcement of Offer 18 September 2019

Date of Bidder’s Statement 18 September 2019

Date of this Target’s Statement 16 October 2019

Offer opens 3 October 2019

Offer closes (unless extended or withdrawn)* 7.00 pm (Sydney time) on 4 November 2019

* These dates are subject to change. Please also see section 4.2 of this Target’s Statement for further details regarding the extension of the Offer.

Important notices Nature of this document This document is a Target’s Statement issued by Azumah Resources Limited (ACN 112 320 251) (Azumah) under Part 6.5 Division 3 of the Corporations Act in response to the Bidder’s Statement and the Offer. A copy of this Target’s Statement was lodged with ASIC and given to ASX on 16 October 2019. None of ASIC or ASX nor any of their respective officers, take any responsibility for the content of this Target’s Statement. Defined terms A number of defined terms are used in this Target’s Statement. Unless the contrary intention appears, the context requires otherwise or words are defined in section 9 of this Target’s Statement, words and phrases in this Target’s Statement have the same meaning and interpretation as in the Corporations Act. No account of personal circumstances This Target’s Statement does not take into account your individual objectives, financial situation or particular needs. It does not contain personal advice. Your Directors encourage you to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offer. Disclaimer as to forward looking statements Some of the statements appearing in this Target’s Statement may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Target’s Statement reflect views held only as at the date of this Target’s Statement. Disclaimer as to information The information on IGIC Pte Ltd (Ibaera) contained in this Target’s Statement has been obtained from publicly

available sources, including the Bidder’s Statement filed by Ibaera. None of the information contained in this Target’s Statement relating to Ibaera has been verified by Azumah or its Directors for the purposes of this Target’s Statement. Accordingly, and to the extent permitted by law, Azumah makes no representation or warranty (either express or implied) as to the accuracy or completeness of this information. Foreign jurisdictions The release, publication or distribution of this Target’s Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This Target’s Statement has been prepared in accordance with Australian law and the information contained in this Target’s Statement may not be the same as that which would have been disclosed if this Target’s Statement had been prepared in accordance with the laws and regulations outside Australia. Privacy Azumah has collected your information from the Azumah register of Shareholders (including name, contact details and shareholding details) for the purpose of providing you with this Target’s Statement. Your information may be disclosed on a confidential basis to external service providers (such as Azumah’s share registry and print and mail service providers) and may be required to be disclosed to regulators (such as ASIC and ASX). If you would like to obtain details of the information held about you by Azumah, please contact Security Transfer Australia Pty Ltd (Azumah’s share registry) on 1300 992 916 (within Australia) or +61 3 9628 2200 (outside Australia).

Enquiries

If you have any further queries in relation to the Offer, you can call Azumah’s Company Secretary on (+61 8) 9486 7911 between 9.00 am and 5.00 pm (Perth time) Monday to Friday.

TARGET’S STATEMENT


Key reasons why you should REJECT the Offer

To REJECT the Ibaera Offer, simply DO NOTHING and TAKE NO ACTION in relation to all documents sent to you by Ibaera You should read this Target’s Statement in its entirety for further information on the reasons why the Directors unanimously recommend that Azumah Shareholders should reject the Offer.

1 Ibaera is seeking to take control of the Wa Gold Project without paying an appropriate control premium

Refer to page 2

2 Ibaera has been prepared to pay substantially more for Azumah Shares than its Offer price

Refer to page 2

3 Accepting the opportunistic Offer could deny you the opportunity to participate in any near-term value uplift in the Project

Refer to page 2

4 The role of project manager may provide Ibaera with an informational advantage regarding the potential value of Azumah Shares

Refer to page 3

5 Ibaera may be considering on-selling Azumah or the Project, denying Shareholders who accept from participating in any upside from this

Refer to page 4

6 If you accept the Offer, you risk missing out if a superior offer from a third party emerges

Refer to page 4


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Contents Chairman’s Letter to Shareholders 1

1 Why you should REJECT the Offer 2

2 Frequently asked questions 5

3 Azumah Directors’ recommendations and intentions 9

4 Key features of the Offer 11

5 Information about Azumah 13

6 Information about Ibaera 22

7 Risks factors 23

8 Additional information 32

9 Glossary and Interpretation 36

10 Authorisation 39

Annexure 1 — ASX Announcements 40

Corporate Directory 41

WHAT YOU NEED TO DO To REJECT the Offer, simply DO NOTHING You should read this Target’s Statement which contains the Directors’ unanimous recommendation to REJECT the Offer and provides reasons for this recommendation.

If you have any further queries in relation to the Offer, you can call Azumah’s Company Secretary on (+61 8) 9486 7911 between 9.00 am and 5.00 pm (Perth time) Monday to Friday, or you can speak to your financial or other professional adviser.

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Chairman’s Letter to Shareholders Dear Fellow Shareholder,

On 18 September 2019, IGIC Pte Ltd (an affiliate of Ibaera Capital Fund GP Limited as manager for and on behalf of private equity fund Ibaera Capital Fund LP) (Ibaera) announced an unsolicited off-market cash takeover offer to acquire all of your shares in Azumah Resources Limited (Azumah) for 2.8 cents per Azumah share (Offer).

Having given it careful consideration, the Azumah Directors unanimously recommend that you REJECT the Offer. Each Director currently intends to REJECT the Offer in relation to any Azumah shares they own or control.

BACKGROUND

Since listing on the ASX, Azumah’s sole focus has been on development of the Wa Gold Project (Project).

In August 2017, Azumah agreed to a farm-in transaction which enabled Ibaera to earn an initial 42.5% interest in the Project by spending US$11.25 million. A representative of Ibaera was appointed as the project manager at that time and work began on an updated Feasibility Study.

A progress update on the Feasibility Study was released on 30 January 2019. This confirmed the Project’s robust economics, with Ore Reserves increasing to 1.03 million ounces of gold1 against the then gold price of approximately US$1,300 per ounce.2

The Feasibility Study is expected to be completed early in Q1 2020.

As announced in September 2019, Ibaera has agreed to sole fund an additional US$2.25 million of Project expenditure to earn a further 4% interest in the Project, taking its interest to 46.5% (4% Earn-in Transaction). This expenditure is expected to fund the Feasibility Study’s completion.

THE BOARD’S REASONS

Your Directors believe that Ibaera should pay more for your shares if it wishes to secure control of the Project. Our key reasons include:

• Ibaera is offering you a discount to the see-through value of Azumah shares of approximately 2.86 cents implied by the recently announced 4% Earn-in Transaction.3 In making the Offer, Ibaera is seeking to take control of the Project – your Directors believe that Ibaera should be paying you a premium for this control;

• Ibaera has been prepared to pay substantially more for Azumah shares than its Offer price, having paid up to 3.7 cents per Azumah share in 2018;

• the near-term completion of the Feasibility Study is expected to provide increased certainty on the Project and its economics. This is against a backdrop of the gold price having strengthened to approximately US$1,500 per ounce currently,4 as well as the recent discovery and delineation of the Bepkong underground deposit. If you accept the Offer, it will deny you the opportunity to participate in any future value uplift in the Project; and

• Ibaera has stated in its Bidder’s Statement that, if it is successful in acquiring Azumah, it may seek to sell its interest in Azumah and / or the Project. If the Offer is successful, Ibaera will receive any premium that may be realised from any such transaction above the price Ibaera is now offering you.

Our reasons for recommending that you REJECT the Offer are discussed in more detail in section 1 of this Target’s Statement.

WHAT SHOULD YOU DO?

To REJECT the Offer, simply DO NOTHING and take NO ACTION in relation to all documents sent to you by Ibaera.

You should seek your own independent professional advice if you are in doubt as to whether to accept or reject the Offer.

If you have any queries about the Offer, please contact either myself or our Managing Director, Stephen Stone, on (+61 8) 9486 7911.

On behalf of the Board, I thank you in anticipation of your continuing support.

Michael Atkins Chairman

1 Refer to Azumah’s ASX announcement dated 30 January 2019 titled Wa Gold Project Hits 1.0Moz Ore Reserve. Azumah confirms that it is not

aware of any new information or data that materially affects the information included in that announcement and that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates in that announcement continue to apply and have not materially changed.

2 Source: Bloomberg. 3 Refer to section 1.1 of this Target’s Statement for this calculation. 4 Source: Bloomberg.

1


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Chairman’s Letter to Shareholders Dear Fellow Shareholder,

On 18 September 2019, IGIC Pte Ltd (an affiliate of Ibaera Capital Fund GP Limited as manager for and on behalf of private equity fund Ibaera Capital Fund LP) (Ibaera) announced an unsolicited off-market cash takeover offer to acquire all of your shares in Azumah Resources Limited (Azumah) for 2.8 cents per Azumah share (Offer).

Having given it careful consideration, the Azumah Directors unanimously recommend that you REJECT the Offer. Each Director currently intends to REJECT the Offer in relation to any Azumah shares they own or control.

BACKGROUND

Since listing on the ASX, Azumah’s sole focus has been on development of the Wa Gold Project (Project).

In August 2017, Azumah agreed to a farm-in transaction which enabled Ibaera to earn an initial 42.5% interest in the Project by spending US$11.25 million. A representative of Ibaera was appointed as the project manager at that time and work began on an updated Feasibility Study.

A progress update on the Feasibility Study was released on 30 January 2019. This confirmed the Project’s robust economics, with Ore Reserves increasing to 1.03 million ounces of gold1 against the then gold price of approximately US$1,300 per ounce.2

The Feasibility Study is expected to be completed early in Q1 2020.

As announced in September 2019, Ibaera has agreed to sole fund an additional US$2.25 million of Project expenditure to earn a further 4% interest in the Project, taking its interest to 46.5% (4% Earn-in Transaction). This expenditure is expected to fund the Feasibility Study’s completion.

THE BOARD’S REASONS

Your Directors believe that Ibaera should pay more for your shares if it wishes to secure control of the Project. Our key reasons include:

• Ibaera is offering you a discount to the see-through value of Azumah shares of approximately 2.86 cents implied by the recently announced 4% Earn-in Transaction.3 In making the Offer, Ibaera is seeking to take control of the Project – your Directors believe that Ibaera should be paying you a premium for this control;

• Ibaera has been prepared to pay substantially more for Azumah shares than its Offer price, having paid up to 3.7 cents per Azumah share in 2018;

• the near-term completion of the Feasibility Study is expected to provide increased certainty on the Project and its economics. This is against a backdrop of the gold price having strengthened to approximately US$1,500 per ounce currently,4 as well as the recent discovery and delineation of the Bepkong underground deposit. If you accept the Offer, it will deny you the opportunity to participate in any future value uplift in the Project; and

• Ibaera has stated in its Bidder’s Statement that, if it is successful in acquiring Azumah, it may seek to sell its interest in Azumah and / or the Project. If the Offer is successful, Ibaera will receive any premium that may be realised from any such transaction above the price Ibaera is now offering you.

Our reasons for recommending that you REJECT the Offer are discussed in more detail in section 1 of this Target’s Statement.

WHAT SHOULD YOU DO?

To REJECT the Offer, simply DO NOTHING and take NO ACTION in relation to all documents sent to you by Ibaera.

You should seek your own independent professional advice if you are in doubt as to whether to accept or reject the Offer.

If you have any queries about the Offer, please contact either myself or our Managing Director, Stephen Stone, on (+61 8) 9486 7911.

On behalf of the Board, I thank you in anticipation of your continuing support.

Michael Atkins Chairman

1 Refer to Azumah’s ASX announcement dated 30 January 2019 titled Wa Gold Project Hits 1.0Moz Ore Reserve. Azumah confirms that it is not

aware of any new information or data that materially affects the information included in that announcement and that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates in that announcement continue to apply and have not materially changed.

2 Source: Bloomberg. 3 Refer to section 1.1 of this Target’s Statement for this calculation. 4 Source: Bloomberg.

2


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An updated Feasibility Study for the Project is scheduled to be completed early in 2020. This will provide Azumah shareholders and potential financiers with greater visibility and certainty on the Project and its economics.

An Ore Reserve estimate is expected to be undertaken for the recently discovered, higher grade depth extensions of gold mineralisation at the Bepkong deposit. This, along with the discovery of similar higher grade mineralisation at depth at the adjacent Kunche deposit, has the potential to materially enhance the Project’s economics.

The gold price is currently trading at approximately US$1,500/oz and has increased 23% over the past 12 months, further improving the current economics of the Project.7

Source: Bloomberg

Lastly, with the Project having approximately 2,400km2 of tenure covering prospective Birimian terrain and multiple untested and under-tested targets, the Azumah Board believes there is potential to increase Mineral Resources and Ore Reserves through further exploration and drilling campaigns.

If Ibaera acquires your Shares now it will deny you the opportunity to participate in any value uplift that may occur in the future.

You should question “why has Ibaera made its Offer now?”

Shareholders should note that Azumah, its business and assets are also subject to a number of risks that are detailed further in section 7.3 of this Target’s Statement.

1.4 The role of project manager may provide Ibaera with an informational advantage regarding the potential value of Azumah Shares A representative of Ibaera was appointed as project manager of the Project in August 2017, and accordingly has managed the Project for over two years. The project manager has oversight and day-to-day control of the Project, including responsibility for the delivery of key reports and the achievement of Project milestones.

The Azumah Board believes that this places Ibaera in a position where it may have an informational advantage relative to Azumah, which Shareholders should consider when making decisions in relation to the Offer.

7 Source: Bloomberg. Measured over the 12 months up until 11 October 2019.

1,000

1,100

1,200

1,300

1,400

1,500

1,600

US$/oz

1 Why you should REJECT the Offer The Directors have considered the advantages and disadvantages of the Offer and unanimously recommend that you REJECT the Offer. The reasons for this recommendation are set out below.

As at the date of this Target’s Statement, each Director currently intends to reject the Offer in relation to any Shares they own or control.

The Directors also acknowledge there are risks associated with not accepting the Offer which are highlighted in section 7.3 of this Target’s Statement.

1.1 Ibaera is seeking to take control of the Wa Gold Project without paying an appropriate control premium Pursuant to the EISA and as announced by Azumah on 11 September 2019, Azumah elected that Ibaera will sole fund an additional US$2.25 million of expenditure on the Project. The parties subsequently agreed that Ibaera would earn a further 4% interest for doing so, taking Ibaera’s total Project interest to 46.5%. This expenditure is expected to fund completion of the Project Feasibility Study.

This “4% Transaction” is a minority interest (i.e. non-controlling) transaction – it has no consequences for decision-making within the joint venture. It implies that Ibaera was prepared to accept a value of the Project of US$32.3 million (on a 100% basis), implying a “see-through” value for Azumah Shares of approximately 2.86 cents per Share.3

Ibaera is now seeking to take full control of the Project via its Offer and is offering you 2.8 cents. This is not only a discount to the value of 2.86 cents implied by the non-controlling “4% Transaction”, but does not include any premium for taking full control of the Project.

The Azumah Directors believe Ibaera should be paying a premium to take control of the Project.

1.2 Ibaera has been prepared to pay substantially more for Azumah Shares than its Offer price In 2018, Ibaera paid up to 3.7 cents per Share in acquiring its current shareholding in Azumah.1 This highlights that Ibaera has been prepared to pay substantially more for Azumah Shares than its Offer price of 2.8 cents per Share, despite the Project having advanced materially since then and the gold price having increased by 23% over the past 12 months.2

Whilst the Offer represents a premium to the recent trading price of Azumah Shares on ASX prior to its announcement, Azumah Shares have traded as high as 3.0 cents per Share (on 21 January 2019) and as low as 1.4 cents over the 12 months prior to announcement of the Offer.

The Azumah Directors also note that the Azumah Share price in the period prior to announcement of the Offer was significantly below the see-through value of Azumah Shares of approximately 2.86 cents per Share implied by the non-controlling “4% Transaction” recently agreed with Ibaera (refer to section 1.1 above of this Target’s Statement above).

1.3 Accepting the opportunistic Offer could deny you the opportunity to participate in any near-term value uplift in the Project The Offer appears to be opportunistically timed to take advantage of various expected developments which are likely to be supportive of the future financing and development of the Project, and a possible step-change in its near-term value.

1 See the ‘Becoming a substantial holder’ notice lodged by Ibaera and released to ASX on 19 October 2019. 2 Source: Bloomberg. Measured over the 12 months up until 11 October 2019.

3


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An updated Feasibility Study for the Project is scheduled to be completed early in 2020. This will provide Azumah shareholders and potential financiers with greater visibility and certainty on the Project and its economics.

An Ore Reserve estimate is expected to be undertaken for the recently discovered, higher grade depth extensions of gold mineralisation at the Bepkong deposit. This, along with the discovery of similar higher grade mineralisation at depth at the adjacent Kunche deposit, has the potential to materially enhance the Project’s economics.

The gold price is currently trading at approximately US$1,500/oz and has increased 23% over the past 12 months, further improving the current economics of the Project.7

Source: Bloomberg

Lastly, with the Project having approximately 2,400km2 of tenure covering prospective Birimian terrain and multiple untested and under-tested targets, the Azumah Board believes there is potential to increase Mineral Resources and Ore Reserves through further exploration and drilling campaigns.

If Ibaera acquires your Shares now it will deny you the opportunity to participate in any value uplift that may occur in the future.

You should question “why has Ibaera made its Offer now?”

Shareholders should note that Azumah, its business and assets are also subject to a number of risks that are detailed further in section 7.3 of this Target’s Statement.

1.4 The role of project manager may provide Ibaera with an informational advantage regarding the potential value of Azumah Shares A representative of Ibaera was appointed as project manager of the Project in August 2017, and accordingly has managed the Project for over two years. The project manager has oversight and day-to-day control of the Project, including responsibility for the delivery of key reports and the achievement of Project milestones.

The Azumah Board believes that this places Ibaera in a position where it may have an informational advantage relative to Azumah, which Shareholders should consider when making decisions in relation to the Offer.

7 Source: Bloomberg. Measured over the 12 months up until 11 October 2019.

1,000

1,100

1,200

1,300

1,400

1,500

1,600

US$/oz

4


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2 Frequently asked questions This section answers some commonly asked questions about the Offer. It is not intended to address all relevant issues for Shareholders. This section should be read together with all other parts of this Target’s Statement.

Question Answer

1 What is this Target’s Statement?

This Target’s Statement has been prepared by Azumah and provides Azumah’s response to the Bidder’s Statement and the Offer, including the recommendation of your Directors to REJECT the Offer.

2 What is the Bidder’s Statement?

The Bidder’s Statement was prepared by Ibaera. The Bidder’s Statement describes the terms of the Offer for your Shares and other information that Ibaera considers relevant to your decision as to whether or not to accept the Offer.

3 What is the Offer? Ibaera has made an offer of $0.028 cash for each Share held by you. The Offer is unconditional.

4 Who is making the Offer?

The Offer is being made by Ibaera. Ibaera is an affiliate of Ibaera Capital Fund GP Ltd (as manager for and on behalf of the Ibaera Capital Fund LP) and has been established solely to invest into and develop the Wa Gold Project. Further details on the identity of Ibaera are set out in section 6.2 of this Target’s Statement and in section 2 of the Bidder’s Statement.

5 What is Ibaera’s current interest in Shares?

As at the Last Practicable Date, based on substantial shareholder notices lodged with ASX and registry data, Ibaera is the registered holder of 221,154,080 Shares which represents approximately 22.60% of the total number of Shares on issue.

6 What are the Directors recommending?

The Directors unanimously recommend that you REJECT the Offer for the reasons explained in section 1 of this Target’s Statement. To follow the Directors’ recommendation that you REJECT the Offer, you should simply DO NOTHING in relation to the Offer. If there is a change to this recommendation or any material development in relation to the Offer, your Directors will inform you.

7 What do the Directors intend to do with their Shares?

As at the date of this Target’s Statement, each Director intends to reject the Offer in relation to any Shares they own or control. See section 8 of this Target’s Statement for further details on the Directors’ interests in Azumah securities.

8 Has an Independent Expert’s Report been prepared?

No. An Independent Expert’s Report is only required to be included in a Target’s Statement where the bidder’s voting power in the target is 30% or more, or if a director of the target company is a bidder or a director of the bidder company. This requirement does not apply to the Offer. The Azumah Board reserves the right to obtain an Independent Expert’s Report should circumstances change in the future.

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1.5 Ibaera may be considering on-selling Azumah or the Project, denying Shareholders who accept from participating in any upside from this Ibaera is a private equity investor and the Project is Ibaera’s first investment. As set out in section 5.3 of this Target’s Statement, the Earn-In and Shareholders Agreement includes provisions that allow each of Azumah and Ibaera to sell their Project interest to third parties, subject to certain pre-emptive and consent rights in favour of the other party. There are also provisions that allow each party to “drag” the other party into a sale to a third party, provided certain valuations are realised (for example, Ibaera can only “drag” Azumah if a sale price of US$60 million for 100% of the Project is achieved – see section 5.3 of this Target’s Statement for more information). Otherwise, Ibaera cannot force Azumah to sell its interest in the Project.

During 2019, Ibaera has on multiple occasions proposed to acquire part or all of Azumah’s Project interest at prices the Azumah Board viewed as unacceptable. The Azumah Board has consistently rejected these proposals.

If the Offer is successful and Ibaera acquires Azumah, Ibaera has stated in its Bidder’s Statement that it may seek to sell its investment in Azumah or the Project or it may continue to develop the Project.

In such circumstances, you will not participate in any upside from a potential sale of Azumah or the Project by Ibaera.

1.6 If you accept the Offer, you risk missing out if a superior offer from a third party emerges As the Offer is unconditional, if you accept the Offer or sell your Shares on-market you will not be able to accept into any superior offer from a third party, should one emerge.

Further, if you sell your Shares on-market, and Ibaera subsequently increases its Offer, you will not get the benefit of any such increase in the Offer.

For further details regarding the effect of accepting the Offer, see sections 4.3 and 4.4 of this Target’s Statement.

5


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2 Frequently asked questions This section answers some commonly asked questions about the Offer. It is not intended to address all relevant issues for Shareholders. This section should be read together with all other parts of this Target’s Statement.

Question Answer

1 What is this Target’s Statement?

This Target’s Statement has been prepared by Azumah and provides Azumah’s response to the Bidder’s Statement and the Offer, including the recommendation of your Directors to REJECT the Offer.

2 What is the Bidder’s Statement?

The Bidder’s Statement was prepared by Ibaera. The Bidder’s Statement describes the terms of the Offer for your Shares and other information that Ibaera considers relevant to your decision as to whether or not to accept the Offer.

3 What is the Offer? Ibaera has made an offer of $0.028 cash for each Share held by you. The Offer is unconditional.

4 Who is making the Offer?

The Offer is being made by Ibaera. Ibaera is an affiliate of Ibaera Capital Fund GP Ltd (as manager for and on behalf of the Ibaera Capital Fund LP) and has been established solely to invest into and develop the Wa Gold Project. Further details on the identity of Ibaera are set out in section 6.2 of this Target’s Statement and in section 2 of the Bidder’s Statement.

5 What is Ibaera’s current interest in Shares?

As at the Last Practicable Date, based on substantial shareholder notices lodged with ASX and registry data, Ibaera is the registered holder of 221,154,080 Shares which represents approximately 22.60% of the total number of Shares on issue.

6 What are the Directors recommending?

The Directors unanimously recommend that you REJECT the Offer for the reasons explained in section 1 of this Target’s Statement. To follow the Directors’ recommendation that you REJECT the Offer, you should simply DO NOTHING in relation to the Offer. If there is a change to this recommendation or any material development in relation to the Offer, your Directors will inform you.

7 What do the Directors intend to do with their Shares?

As at the date of this Target’s Statement, each Director intends to reject the Offer in relation to any Shares they own or control. See section 8 of this Target’s Statement for further details on the Directors’ interests in Azumah securities.

8 Has an Independent Expert’s Report been prepared?

No. An Independent Expert’s Report is only required to be included in a Target’s Statement where the bidder’s voting power in the target is 30% or more, or if a director of the target company is a bidder or a director of the bidder company. This requirement does not apply to the Offer. The Azumah Board reserves the right to obtain an Independent Expert’s Report should circumstances change in the future.

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Question Answer

15 How do I accept the Offer?

You should follow the instructions in the Bidder’s Statement if you wish to accept the Offer.

16 When do I have to decide? How long will the Offer remain open?

If you wish to accept the Offer, you need to do so before its scheduled closing date. Ibaera has stated that its Offer is scheduled to close at 7.00 pm (Sydney time) on 4 November 2019, unless it is extended or withdrawn. See section 4.2 of this Target’s Statement for details of the circumstances in which the Offer Period can be extended.

17 If I accept the Offer now, can I withdraw my acceptance?

As the Offer is unconditional, once you accept the Offer you will be legally bound to sell those Shares and you cannot later withdraw your acceptance. See section 4.3 of this Target’s Statement for further details.

18 Can I accept the Offer for part of my shareholding?

No. You cannot accept the Offer for part of your shareholding. You may only accept the Offer for all of the Shares held by you.

19 What happens if I accept the Offer now and the Offer Price is increased?

If you accept the Offer and the Offer Price is subsequently increased, you will receive the increased price for your Shares. See section 4.4 of this Target’s Statement for further details.

20 What if there is a competing offer?

If a competing offer for Azumah emerges, Shareholders will be informed through an announcement to ASX. If you have already accepted the Offer at the time any competing offer emerges, you will be unable to accept the competing offer. As at the date of this Target’s Statement, the Directors are not aware of any competing offer that is available to be accepted by Shareholders.

21 Can Ibaera withdraw the Offer?

Ibaera can only withdraw the Offer in limited circumstances. These are described in section 4.2 of this Target’s Statement. Ibaera cannot withdraw its Offer in respect of Shares which have already been accepted into the Offer.

22 Can I be forced to sell my Shares?

You cannot be forced to sell your Shares unless Ibaera and its associates acquire a relevant interest in at least 90% of all Shares in which case Ibaera will be entitled to compulsorily acquire the remaining Shares under the Corporations Act. Ibaera’s intentions with respect to compulsory acquisition are set out in section 6.2 of the Bidder’s Statement. See also section 4.5 of this Target’s Statement for further details.

23 During the Offer Period, can I sell my Shares on ASX?

Yes. During the period of the Offer, you may sell your Shares on ASX to third parties, provided that you have not accepted the Offer.

24 What are Ibaera’s intentions?

Ibaera’s intentions are set out in section 6 of the Bidder’s Statement. Ibaera’s intentions will depend upon the level of acceptances received to the Offer. See section 6.5 of this Target’s Statement for further details.

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Question Answer

9 Does the Offer extend to Azumah Options?

No. However, the Offer is expressed to extend to any Shares issued upon the exercise of Azumah Options during the period from the Register Date to the end of the Offer Period. The impact of the Offer on Azumah Options is set out in section 4.6 of this Target’s Statement. As at the Last Practicable Date, there are 49,500,000 Azumah Options on issue. Refer to section 4.6 of the Bidder’s Statement for more information.

10 What choices do I have as a Shareholder?

As a Shareholder, you have the following choices in respect of your Shares: • REJECT the Offer. If you agree with the Directors’ unanimous

recommendation to REJECT the Offer, then you should simply DO NOTHING;

• sell some or all of your Shares on market (unless you have already accepted the Offer); or

• accept the Offer. If you are in any doubt as to what to do, the Directors recommend that you consult with your investment, financial, taxation or other professional adviser. See section 3.3 of this Target’s Statement for further details.

11 Why should I REJECT the Offer?

Your Directors have unanimously recommended that you should REJECT the Offer because: • Ibaera is seeking to take control of Azumah and the Wa Gold Project

without paying an appropriate control premium.

• Ibaera has in the past been prepared to pay substantially more for Azumah Shares than its Offer price.

• Accepting the opportunistic Offer could deny you the opportunity to participate in any near-term value uplift in the Project.

• The role of project manager may provide Ibaera with an informational advantage regarding the potential value of Azumah Shares.

• Ibaera may be considering on-selling Azumah or the Project, denying Shareholders who accept from participating in any upside from this.

• If you accept the Offer, you risk missing out if a superior offer from a third party emerges.

See section 1 of this Target’s Statement for further details.

12 How do I REJECT the Offer?

To REJECT the Offer, simply DO NOTHING. If you wish to REJECT the Offer, do not respond to any calls or correspondence from or made on behalf of Ibaera.

13 What are the risks of accepting or rejecting the Offer?

A non-exhaustive list of key risks in accepting or rejecting the Offer are set out in section 7 of this Target’s Statement.

14 What are the consequences of accepting the Offer now?

If you accept the Offer, you will:

• no longer have exposure to Azumah’s assets and operations;

• not be able to sell your Shares on-market; • be unable to accept any competing offer that emerges; and

• give up your right to otherwise deal with your Shares. See section 7.2 of this Target’s Statement for further details.

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Question Answer

15 How do I accept the Offer?

You should follow the instructions in the Bidder’s Statement if you wish to accept the Offer.

16 When do I have to decide? How long will the Offer remain open?

If you wish to accept the Offer, you need to do so before its scheduled closing date. Ibaera has stated that its Offer is scheduled to close at 7.00 pm (Sydney time) on 4 November 2019, unless it is extended or withdrawn. See section 4.2 of this Target’s Statement for details of the circumstances in which the Offer Period can be extended.

17 If I accept the Offer now, can I withdraw my acceptance?

As the Offer is unconditional, once you accept the Offer you will be legally bound to sell those Shares and you cannot later withdraw your acceptance. See section 4.3 of this Target’s Statement for further details.

18 Can I accept the Offer for part of my shareholding?

No. You cannot accept the Offer for part of your shareholding. You may only accept the Offer for all of the Shares held by you.

19 What happens if I accept the Offer now and the Offer Price is increased?

If you accept the Offer and the Offer Price is subsequently increased, you will receive the increased price for your Shares. See section 4.4 of this Target’s Statement for further details.

20 What if there is a competing offer?

If a competing offer for Azumah emerges, Shareholders will be informed through an announcement to ASX. If you have already accepted the Offer at the time any competing offer emerges, you will be unable to accept the competing offer. As at the date of this Target’s Statement, the Directors are not aware of any competing offer that is available to be accepted by Shareholders.

21 Can Ibaera withdraw the Offer?

Ibaera can only withdraw the Offer in limited circumstances. These are described in section 4.2 of this Target’s Statement. Ibaera cannot withdraw its Offer in respect of Shares which have already been accepted into the Offer.

22 Can I be forced to sell my Shares?

You cannot be forced to sell your Shares unless Ibaera and its associates acquire a relevant interest in at least 90% of all Shares in which case Ibaera will be entitled to compulsorily acquire the remaining Shares under the Corporations Act. Ibaera’s intentions with respect to compulsory acquisition are set out in section 6.2 of the Bidder’s Statement. See also section 4.5 of this Target’s Statement for further details.

23 During the Offer Period, can I sell my Shares on ASX?

Yes. During the period of the Offer, you may sell your Shares on ASX to third parties, provided that you have not accepted the Offer.

24 What are Ibaera’s intentions?

Ibaera’s intentions are set out in section 6 of the Bidder’s Statement. Ibaera’s intentions will depend upon the level of acceptances received to the Offer. See section 6.5 of this Target’s Statement for further details.

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3 Azumah Directors’ recommendations and intentions 3.1 Azumah Directors

As at the date of this Target’s Statement, the Directors of Azumah are as follows:

• Mr Michael Atkins – Non-Executive Chairman

• Mr Stephen Stone – Managing Director

• Ms Debra Bakker – Non-Executive Director

• Mr Linton Putland – Non-Executive Director

3.2 Azumah Directors’ recommendation

The Azumah Directors unanimously recommend that you REJECT the Offer. The reasons for the Directors’ recommendation are set out in section 1 of this Target’s Statement.

As at the date of this Target’s Statement, each Director intends to REJECT the Offer in relation to any Shares they own or control. Details of the Relevant Interests of each Azumah Director are set out in section 8.1 of this Target’s Statement.

3.3 Your choices as an Azumah Shareholder

As an Azumah Shareholder, you have three options currently available to you. These options are set out below.

Before making any decision in relation to your Shares, you should note that:

• your Directors unanimously recommend that you REJECT the Offer;

• each Director intends to REJECT the Offer in relation to any Shares they own or control; and

• the Directors encourage you to read the whole of this Target’s Statement and the Bidder’s Statement and consider your personal risk profile, investment strategy, tax position and financial circumstances. If you are in any doubt as to what to do, you should obtain financial advice from your broker or financial adviser on the Offer and taxation advice on the effect of accepting the Offer.

(a) REJECT the Offer and DO NOTHING If you do not wish to accept the Offer or sell your Shares on market, you can choose to DO NOTHING. This is the recommendation of your Directors.

If you choose to reject the Offer, do not take any action in relation to documents sent to you by Ibaera.

By doing nothing you will continue to remain a Shareholder. Shareholders should note that if Ibaera acquires 90% of Shares during or at the end of the Offer Period, Ibaera will be entitled to compulsorily acquire the Shares it does not already own (see section 4.5 of this Target’s Statement for more details). Shareholders should also note that there are risks associated with remaining a shareholder of Azumah (see section 7.3 of this Target’s Statement for more details).

(b) Sell your Shares on market Azumah Shareholders remain free to sell their Shares on ASX for the market price at the time (unless you have previously accepted the Offer). The latest price for Shares may be obtained from the ASX website www.asx.com.au.

Shareholders who sell their Shares on market may be liable for capital gains tax and may incur a brokerage charge. Shareholders who wish to sell their Shares on market should contact their broker for information on how to effect that sale.

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Question Answer

25 Can I buy Shares during the Offer Period?

Yes. Notwithstanding the Offer, you can still continue to buy Shares as you normally would through the ASX during the Offer Period.

26 What are the tax implications of accepting the Offer?

A general outline of the Australian income tax and goods and services tax consequences for Shareholders who either accept the Offer or whose Shares are compulsorily acquired in accordance with Part 6A.1 of the Corporations Act is set out in section 7 of the Bidder’s Statement. You should not rely on that outline as advice on your own affairs. It does not deal with the position of all Shareholders. It also does not take into account the particular circumstances of each Shareholder. You should therefore seek your own professional financial and taxation advice before making a decision as to whether or not to accept the Offer for your Shares.

27 When will I be paid if I accept the Offer?

Generally, Ibaera will pay the consideration due to you under the Offer on or before the earlier of:

• one month after this Offer is accepted; and

• 21 days after the end of the Offer Period. See section 9.6 of the Bidder’s Statement for further details on when you will be sent your consideration.

28 Do I pay brokerage or stamp duty if I accept?

You will not pay stamp duty on the disposal of your Shares should you accept the Offer. If your Shares are held on Azumah’s issuer sponsored sub-register in your name and you deliver them directly to Ibaera, you will not incur any brokerage in connection with your acceptance of the Offer. If your Shares are registered in a CHESS Holding, or if you are a beneficial owner whose Shares are registered in the name of a broker, bank, custodian or other nominee, you should ask your Controlling Participant (usually your broker) or that nominee whether it will charge any transaction fees or service charges in connection with acceptance of the Offer.

29 What happens if I do nothing?

You will remain a Shareholder. However, Ibaera has stated that if it acquires 90% or more of Shares and becomes entitled to compulsorily acquire all Shares, it intends to do so. See section 4.5 of this Target’s Statement for more details. If Ibaera acquires more than 50% but less than 90% of Shares, you will become a minority Shareholder in Azumah. The implications of this are described in section 7.3(a) of this Target’s Statement.

30 Is there a number that I can call if I have further queries in relation to the Offer?

If you have any further queries in relation to the Offer, you can call Azumah’s Company Secretary on (+61 8) 9486 7911 between 9.00 am and 5.00 pm (Perth time) Monday to Friday, or you can speak to your financial or other professional adviser.

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3 Azumah Directors’ recommendations and intentions 3.1 Azumah Directors

As at the date of this Target’s Statement, the Directors of Azumah are as follows:

• Mr Michael Atkins – Non-Executive Chairman

• Mr Stephen Stone – Managing Director

• Ms Debra Bakker – Non-Executive Director

• Mr Linton Putland – Non-Executive Director

3.2 Azumah Directors’ recommendation

The Azumah Directors unanimously recommend that you REJECT the Offer. The reasons for the Directors’ recommendation are set out in section 1 of this Target’s Statement.

As at the date of this Target’s Statement, each Director intends to REJECT the Offer in relation to any Shares they own or control. Details of the Relevant Interests of each Azumah Director are set out in section 8.1 of this Target’s Statement.

3.3 Your choices as an Azumah Shareholder

As an Azumah Shareholder, you have three options currently available to you. These options are set out below.

Before making any decision in relation to your Shares, you should note that:

• your Directors unanimously recommend that you REJECT the Offer;

• each Director intends to REJECT the Offer in relation to any Shares they own or control; and

• the Directors encourage you to read the whole of this Target’s Statement and the Bidder’s Statement and consider your personal risk profile, investment strategy, tax position and financial circumstances. If you are in any doubt as to what to do, you should obtain financial advice from your broker or financial adviser on the Offer and taxation advice on the effect of accepting the Offer.

(a) REJECT the Offer and DO NOTHING If you do not wish to accept the Offer or sell your Shares on market, you can choose to DO NOTHING. This is the recommendation of your Directors.

If you choose to reject the Offer, do not take any action in relation to documents sent to you by Ibaera.

By doing nothing you will continue to remain a Shareholder. Shareholders should note that if Ibaera acquires 90% of Shares during or at the end of the Offer Period, Ibaera will be entitled to compulsorily acquire the Shares it does not already own (see section 4.5 of this Target’s Statement for more details). Shareholders should also note that there are risks associated with remaining a shareholder of Azumah (see section 7.3 of this Target’s Statement for more details).

(b) Sell your Shares on market Azumah Shareholders remain free to sell their Shares on ASX for the market price at the time (unless you have previously accepted the Offer). The latest price for Shares may be obtained from the ASX website www.asx.com.au.

Shareholders who sell their Shares on market may be liable for capital gains tax and may incur a brokerage charge. Shareholders who wish to sell their Shares on market should contact their broker for information on how to effect that sale.

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4 Key features of the Offer 4.1 The Offer

Ibaera is offering to acquire all of your Azumah Shares. The consideration being offered by Ibaera is $0.028 cash for each Share. The Offer is unconditional.

4.2 Offer Period Unless the Offer is extended or withdrawn, it is open for acceptance from 3 October 2019 until 7.00 pm (Sydney time) on 4 November 2019.

(a) Extension of Offer Period Ibaera has reserved the right, exercisable in its sole discretion, to extend the Offer Period in accordance with the Corporations Act. As its Offer is unconditional, Ibaera is able to extend the period during which its Offer is open for acceptance at any time before the end of the Offer Period. There will also be an automatic extension of the Offer Period if, within the last 7 days of the Offer Period, either of the following events occur:

• Ibaera improves the consideration offered under the Offer; or

• Ibaera’s voting power in Azumah increases to more than 50%. If either of the above two events occurs, the Offer Period will be automatically extended so that it ends 14 days after the event occurs.

(b) Withdrawal of Offer Ibaera may not withdraw the Offer if you have already accepted it. Before you accept the Offer, Ibaera may withdraw the Offer with the written consent of ASIC and subject to the conditions (if any) specified in such consent.

4.3 Effect of acceptance Once you have accepted the Offer, you will be unable to revoke your acceptance. The effect of acceptance of the Offer is set out in section 9.5 of the Bidder’s Statement. Shareholders should read that section in full to understand the effect that acceptance will have on their ability to exercise the rights attaching to their Shares and the representations and warranties they give by accepting the Offer. Full details of when you will be provided your consideration are set out in section 9.6 of the Bidder’s Statement.

4.4 Effect of an improvement in consideration on Shareholders who have already accepted the Offer If Ibaera improves the consideration offered under its takeover bid, all Shareholders, whether or not they have accepted the Offer before that improvement in consideration, will be entitled to the benefit of that improved consideration should they accept the Offer. Shareholders should be aware that if they sell their Shares on-market and Ibaera increases the Offer Price, they will not receive any additional payment arising from such an increase in the Offer Price. If you have already accepted the Offer and a competing offer emerges, you will be unable to accept into the competing offer. As at the date of this Target’s Statement, the Directors are not aware of any competing offer that is available to be accepted by Shareholders. See section 7.2 of this Target’s Statement for further details on the risks of accepting the Offer now.

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(c) Accept the Offer See section 9.3 of the Bidder’s Statement for details on how to accept the Offer.

Although the Azumah Directors unanimously recommend that Azumah Shareholders REJECT the Offer, Shareholders should consider their individual circumstances in determining whether or not to accept the Offer. Some of the reasons why you may consider accepting the Offer include:

• you may disagree with the unanimous recommendation of the Azumah Directors;

• you may consider that the price of Azumah Shares may decline in the absence of the Offer;

• the Offer is the only takeover offer presently available for your Azumah Shares and represents a liquidity opportunity for you to sell your Azumah Shares for the Offer Price; and

• you may consider that, by accepting the Offer, you will no longer be exposed to risks associated with being an investor in Azumah Shares, including:

- exploration and development risks associated with the Project;

- financing risks associated with funding Azumah’s share of the costs required to develop the Project;

- changes to estimates in relation to Mineral Resources and/or Ore Reserves;

- risks associated with gold price fluctuations;

- regulatory, environmental, health and safety or litigation risks; and

- general risks associated with the share market and any impact on the trading price of Azumah Shares.

Refer to section 7 of this Target’s Statement for further details of risks relating to Azumah, its business and assets as well as the general risks associated with an investment in securities markets.

If you decide to accept the Offer, your acceptance must be received before the close of the Offer Period at 7.00 pm (Sydney time) on 4 November 2019 unless the Offer Period is extended in accordance with the Corporations Act.

A general outline of the Australian income tax and goods and services tax consequences for Shareholders who accept the Offer is set out in section 7 of the Bidder’s Statement.

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4 Key features of the Offer 4.1 The Offer

Ibaera is offering to acquire all of your Azumah Shares. The consideration being offered by Ibaera is $0.028 cash for each Share. The Offer is unconditional.

4.2 Offer Period Unless the Offer is extended or withdrawn, it is open for acceptance from 3 October 2019 until 7.00 pm (Sydney time) on 4 November 2019.

(a) Extension of Offer Period Ibaera has reserved the right, exercisable in its sole discretion, to extend the Offer Period in accordance with the Corporations Act. As its Offer is unconditional, Ibaera is able to extend the period during which its Offer is open for acceptance at any time before the end of the Offer Period. There will also be an automatic extension of the Offer Period if, within the last 7 days of the Offer Period, either of the following events occur:

• Ibaera improves the consideration offered under the Offer; or

• Ibaera’s voting power in Azumah increases to more than 50%. If either of the above two events occurs, the Offer Period will be automatically extended so that it ends 14 days after the event occurs.

(b) Withdrawal of Offer Ibaera may not withdraw the Offer if you have already accepted it. Before you accept the Offer, Ibaera may withdraw the Offer with the written consent of ASIC and subject to the conditions (if any) specified in such consent.

4.3 Effect of acceptance Once you have accepted the Offer, you will be unable to revoke your acceptance. The effect of acceptance of the Offer is set out in section 9.5 of the Bidder’s Statement. Shareholders should read that section in full to understand the effect that acceptance will have on their ability to exercise the rights attaching to their Shares and the representations and warranties they give by accepting the Offer. Full details of when you will be provided your consideration are set out in section 9.6 of the Bidder’s Statement.

4.4 Effect of an improvement in consideration on Shareholders who have already accepted the Offer If Ibaera improves the consideration offered under its takeover bid, all Shareholders, whether or not they have accepted the Offer before that improvement in consideration, will be entitled to the benefit of that improved consideration should they accept the Offer. Shareholders should be aware that if they sell their Shares on-market and Ibaera increases the Offer Price, they will not receive any additional payment arising from such an increase in the Offer Price. If you have already accepted the Offer and a competing offer emerges, you will be unable to accept into the competing offer. As at the date of this Target’s Statement, the Directors are not aware of any competing offer that is available to be accepted by Shareholders. See section 7.2 of this Target’s Statement for further details on the risks of accepting the Offer now.

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5 Information about Azumah 5.1 Overview of Azumah

Azumah is an Australian incorporated, ASX-listed (ASX: AZM) company focused on exploring and developing the Wa Gold Project in Ghana, West Africa.

Azumah is a ‘disclosing entity’ for the purposes of the Corporations Act and is therefore subject to regular reporting obligations under the Corporations Act and the ASX Listing Rules.

5.2 Azumah’s principal activities

(a) The Wa Gold Project Wa Gold Project is Azumah’s main undertaking and is located in the Upper West Region of Ghana, West Africa and has its exploration base approximately 45km north of the regional capital of Wa.

* See section 5.4 of this Target’s Statement for further information regarding the Mineral Resources and

Ore Reserves of the Wa Gold Project

The Project is owned by Ghanaian company Azumah Resources (GH) Limited (AZG). Azumah holds a majority 57.5% interest in AZG with Ibaera holding the remaining 42.5% interest in AZG. Ibaera has recently committed to sole fund an additional US$2.25 million in exchange for acquiring a further 4% interest in AZG (taking its interest in AZG upon completion of this additional funding to 46.5%).8 Further information regarding Azumah’s relationship with Ibaera in respect to the Project is set out in section 5.3 of this Target’s Statement.

AZG holds a mining lease encompassing the Kunche, Bepkong and Aduane deposits and a second mining lease (through its wholly-owned subsidiary Phoenix Resources Limited) encompassing the Julie deposit. AZG (through its wholly-owned subsidiary Phoenix Resources Limited) has also entered into an agreement to acquire the Julie West prospecting licence, with legal title to be transferred to Phoenix Resources Limited from present holder Carlie Mining Limited (a wholly-owned subsidiary of ASX listed Castle Minerals Limited –

8 Azumah’s interest in AZG will reduce to 53.5% should Ibaera earn this additional 4% interest.

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4.5 Compulsory acquisition

(a) Compulsory acquisition of Shares following takeover Ibaera has indicated in section 6.2 of the Bidder’s Statement that, if it becomes entitled to do so, it intends to compulsorily acquire any outstanding Shares.

Ibaera will be entitled to compulsorily acquire any Shares in respect of which it has not received an acceptance of the Offer on the same terms as the Offer if, during or at the end of the Offer Period, Ibaera and its associates have a Relevant Interest in at least 90% of the Shares.

If this threshold is met, Ibaera will have one month after the end of the Offer Period within which to give compulsory acquisition notices to Shareholders who have not accepted the Offer. Shareholders have statutory rights to challenge the compulsory acquisition, but a successful challenge will require the relevant Shareholder to establish to the satisfaction of a court that the terms of the Offer do not represent ‘fair value’ for their Shares.

(b) Later compulsory acquisition of Shares by 90% holder Even if Ibaera does not satisfy the compulsory acquisition threshold referred to in section 4.5(a) of this Target’s Statement, it is possible that Ibaera will, at some time after the end of the Offer Period, become the beneficial holder of 90% of the Shares. Ibaera would then have rights to compulsorily acquire Shares not owned by it within 6 months of becoming the beneficial holder of 90% of Shares. Ibaera’s offered price for compulsory acquisition under this procedure would have to be considered in a report of an independent expert.

4.6 Effect of the Offer on Azumah Options

The Offer extends to Shares that are issued on the exercise of Azumah Options during the period from the Register Date to the end of the Offer Period. See section 5.6 of this Target’s Statement for details of the Azumah Options on issue.

Ibaera has indicated in section 4.6 of the Bidder’s Statement that if not all of the Azumah Options are acquired by Ibaera or cancelled pursuant to agreements or other arrangements, and Ibaera is entitled to compulsorily acquire any outstanding Shares, Ibaera presently intends to seek to compulsorily acquire or cancel any outstanding Azumah Options pursuant to Part 6A.2 of the Corporations Act, although it reserves the right not to do so.

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5 Information about Azumah 5.1 Overview of Azumah

Azumah is an Australian incorporated, ASX-listed (ASX: AZM) company focused on exploring and developing the Wa Gold Project in Ghana, West Africa.

Azumah is a ‘disclosing entity’ for the purposes of the Corporations Act and is therefore subject to regular reporting obligations under the Corporations Act and the ASX Listing Rules.

5.2 Azumah’s principal activities

(a) The Wa Gold Project Wa Gold Project is Azumah’s main undertaking and is located in the Upper West Region of Ghana, West Africa and has its exploration base approximately 45km north of the regional capital of Wa.

* See section 5.4 of this Target’s Statement for further information regarding the Mineral Resources and

Ore Reserves of the Wa Gold Project

The Project is owned by Ghanaian company Azumah Resources (GH) Limited (AZG). Azumah holds a majority 57.5% interest in AZG with Ibaera holding the remaining 42.5% interest in AZG. Ibaera has recently committed to sole fund an additional US$2.25 million in exchange for acquiring a further 4% interest in AZG (taking its interest in AZG upon completion of this additional funding to 46.5%).8 Further information regarding Azumah’s relationship with Ibaera in respect to the Project is set out in section 5.3 of this Target’s Statement.

AZG holds a mining lease encompassing the Kunche, Bepkong and Aduane deposits and a second mining lease (through its wholly-owned subsidiary Phoenix Resources Limited) encompassing the Julie deposit. AZG (through its wholly-owned subsidiary Phoenix Resources Limited) has also entered into an agreement to acquire the Julie West prospecting licence, with legal title to be transferred to Phoenix Resources Limited from present holder Carlie Mining Limited (a wholly-owned subsidiary of ASX listed Castle Minerals Limited –

8 Azumah’s interest in AZG will reduce to 53.5% should Ibaera earn this additional 4% interest.

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* See section 5.4 of this Target’s Statement for further information regarding the Mineral Resources and Ore

Reserves of the Bepkong deposit

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ASX:CDT) upon receipt of the consent from the Ghana Minister for Lands and Natural Resources.9 The Ghana Government holds a 10% free carried interest in their ‘rights and obligations’ of the Project and is also entitled to a 5% gross gold royalty.

To date, three flagship deposits have been discovered and drilled, being the Kunche and Bepkong deposits adjacent to the Black Volta River and Ghana’s border with Burkina Faso, and at the Julie deposit approximately 80km to the east. Several satellite deposits including Aduane, Kunche Northwest, Yagha, Julie West, Danyawu, Alpha / Bravo, Josephine and Collette have also been discovered and delineated.

* See section 5.4 of this Target’s Statement for further information regarding the Mineral Resources and Ore Reserves of the Wa Gold Project

Mineral Resources have progressively grown through a focused, systematic approach to the exploration of Azumah’s 2,400km2 licence holdings. These encompass large tracts of prospective Birimian terrain, the rocks that host the majority of West Africa’s major gold mines.

The additional funding to be contributed by Ibaera is expected to fund the completion of the Project’s feasibility study in early 2020 which in turn should provide the basis for a development decision in relation to the Project.

The Project benefits from excellent regional infrastructure including grid power to site, good quality bituminised and non-bituminised roads, easy access to water, a 2km sealed airstrip at the regional centre of Wa and good general communications.

No technical, social or environmental impediments to development have been identified to date, no communities need to be relocated and rehoused, and there is strong support from key stakeholders for the Project.

9 Under the agreement to acquire the Julie West prospecting licence, the final A$250,000 cash component of the purchase

price was to be paid upon receipt of approval from the Ghana Minister for Lands and Natural Resources to the transfer of that licence to Phoenix Resources Limited. Azumah has now agreed with Castle Minerals Limited and Carlie Mining Limited to pay that remaining A$250,000 cash component of the purchase price notwithstanding that the approval of the Ghana Minister for Lands and Natural Resources has not yet been obtained, with the parties to continue to use their best endeavours to seek to obtain that approval. Under the Earn-in and Shareholders Agreement, Azumah is responsible for paying all costs incurred in connection with completion of the acquisition by Phoenix Resources Limited of the Julie West prospecting licence.

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* See section 5.4 of this Target’s Statement for further information regarding the Mineral Resources and Ore

Reserves of the Bepkong deposit

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- undertake development and mining of one or more deposits in a defined area of AZG’s tenements, provided that such a development proposal includes a bankable feasibility study. If the AZG Board decides to accept the development proposal and makes a decision to mine and either Azumah or Ibaera provide funding in excess of its equity share in AZG, then that party will earn an additional equity share in AZG that reflects a fair market valuation of AZG at or about the time the decision to mine is made;

• each party has agreed to certain restrictions that may limit the ability of third parties to acquire an interest in AZG, including:

- pre-emptive rights which apply where an AZG shareholder wishes to accept a bona fide offer from a third party (Prospective Buyer) to purchase the whole or any part of its interest in AZG (Selling Shareholder) to require the Selling Shareholder to first offer that interest to the other existing AZG shareholder (Non-Selling Shareholder). If the Non-Selling Shareholder does not accept the offer from the Selling Shareholder then, subject to the ‘tag along’ rights outlined below, the Selling Shareholder may sell the relevant AZG interest to the Prospective Buyer on the proposed terms with the consent of the Non-Selling Shareholder, which consent may not be unreasonably withheld or delayed. In seeking this consent, the Selling Shareholder must demonstrate to the Non-Selling Shareholder that the Prospective Buyer has the financial capacity to perform its obligations under the Earn-In and Shareholders Agreement;

- a ‘drag along’ right which provides that if the Non-Selling Shareholder does not exercise its pre-emptive right and:

the pre-tax purchase price to be paid by the Prospective Buyer would, if applied to all of the interests in AZG, result in the AZG shareholders receiving an aggregate amount of US$105 million or more; or

if the Selling Shareholder’s equity interest in AZG is less than 50% of the aggregate equity interests in AZG, and the pre-tax purchase price to be paid by the Prospective Buyer would, if applied to all of the interests in AZG, result in the AZG shareholders receiving an aggregate amount of US$60 million or more,

in both cases subject to the proviso that the market capitalisation of Azumah does not value Azumah’s interest in the Project at more than Azumah’s entitlement to the purchase price (after adjusting that value for any other material assets that Azumah may have an interest in), then the Selling Shareholder may issue to the Non-Selling Shareholder a notice requiring the Non-Selling Shareholder to sell ‘up to that part’ of its interest in AZG to the Prospective Buyer that would provide the Prospective Buyer with not less than a 60% interest in AZG;

- a ‘tag along’ right which provides that if the Non-Selling Shareholder does not exercise its pre-emptive right and the Selling Shareholder does not exercise its ‘drag along’ right, the Non-Selling Shareholder may prevent the Selling Shareholder from selling its interest to the Prospective Buyer unless the Prospective Buyer also acquires all or part of the Non-Selling Shareholder’s AZG interest; and

- that if a ‘Change of Control’ occurs in relation to an AZG shareholder, then unless the other AZG shareholder agrees otherwise, the shareholder the subject of the ‘Change of Control’ is deemed to have offered to sell its interest in AZG to the other shareholder at the fair market value either agreed between the parties or determined by an expert appointed under the agreement. If the deemed offer is not accepted, then the AZG shareholder the subject of the ‘Change of Control’ may retain their interest in AZG. For the purpose of these provisions, a ‘Change of Control’ is

3444-8232-0910v1 page 16

(b) Other assets

Azumah also holds 27,725,024 fully paid ordinary shares in the capital of Castle Minerals Limited (ASX:CDT) which holds extensive tenure in Ghana adjacent to the Project.

5.3 AZG shareholding arrangements

In 2017, Azumah entered into an Earn-In and Shareholders Agreement with Ibaera and AZG which has resulted in Ibaera earning a 42.5% interest in AZG. On 11 September 2019, Ibaera agreed to sole fund the next US$2.25 million of expenditure on the Project to earn a further 4% interest so as to take its total interest in the Project to 46.5%.

Under the Earn-In and Shareholders Agreement:

• each of Azumah and Ibaera have the right to appoint two directors to the AZG Board, with Azumah appointing the chair who will have a casting vote so long as Azumah remains the majority equity holder;

• decisions relating to the approval of budgets and work programmes, as well as any decision to mine, require unanimous AZG Board approval;

• Ibaera has the right to nominate the project manager, whose role includes submitting annual work programmes and budgets to the AZG Board for approval and to carry out the work required to implement all approved work programs. Ibaera nominated one of its representatives, Mr Peter Hairsine, as the project manager;

• after Ibaera completes the additional sole funding of expenditure on the Project (referred to above), each of Azumah and Ibaera are to fund future expenditure in proportion to their shareholding in AZG or elect not to contribute (in which case their shareholding will be diluted in accordance with an industry standard dilution formula which is to be agreed between Azumah and Ibaera before the end of the earn-in period);

• following completion of the Feasibility Study, either Azumah or Ibaera may propose that AZG:

- apply for further mineral licences over any area within AZG’s tenements; and/or

17


3444-8232-0910v1 page 17

- undertake development and mining of one or more deposits in a defined area of AZG’s tenements, provided that such a development proposal includes a bankable feasibility study. If the AZG Board decides to accept the development proposal and makes a decision to mine and either Azumah or Ibaera provide funding in excess of its equity share in AZG, then that party will earn an additional equity share in AZG that reflects a fair market valuation of AZG at or about the time the decision to mine is made;

• each party has agreed to certain restrictions that may limit the ability of third parties to acquire an interest in AZG, including:

- pre-emptive rights which apply where an AZG shareholder wishes to accept a bona fide offer from a third party (Prospective Buyer) to purchase the whole or any part of its interest in AZG (Selling Shareholder) to require the Selling Shareholder to first offer that interest to the other existing AZG shareholder (Non-Selling Shareholder). If the Non-Selling Shareholder does not accept the offer from the Selling Shareholder then, subject to the ‘tag along’ rights outlined below, the Selling Shareholder may sell the relevant AZG interest to the Prospective Buyer on the proposed terms with the consent of the Non-Selling Shareholder, which consent may not be unreasonably withheld or delayed. In seeking this consent, the Selling Shareholder must demonstrate to the Non-Selling Shareholder that the Prospective Buyer has the financial capacity to perform its obligations under the Earn-In and Shareholders Agreement;

- a ‘drag along’ right which provides that if the Non-Selling Shareholder does not exercise its pre-emptive right and:

the pre-tax purchase price to be paid by the Prospective Buyer would, if applied to all of the interests in AZG, result in the AZG shareholders receiving an aggregate amount of US$105 million or more; or

if the Selling Shareholder’s equity interest in AZG is less than 50% of the aggregate equity interests in AZG, and the pre-tax purchase price to be paid by the Prospective Buyer would, if applied to all of the interests in AZG, result in the AZG shareholders receiving an aggregate amount of US$60 million or more,

in both cases subject to the proviso that the market capitalisation of Azumah does not value Azumah’s interest in the Project at more than Azumah’s entitlement to the purchase price (after adjusting that value for any other material assets that Azumah may have an interest in), then the Selling Shareholder may issue to the Non-Selling Shareholder a notice requiring the Non-Selling Shareholder to sell ‘up to that part’ of its interest in AZG to the Prospective Buyer that would provide the Prospective Buyer with not less than a 60% interest in AZG;

- a ‘tag along’ right which provides that if the Non-Selling Shareholder does not exercise its pre-emptive right and the Selling Shareholder does not exercise its ‘drag along’ right, the Non-Selling Shareholder may prevent the Selling Shareholder from selling its interest to the Prospective Buyer unless the Prospective Buyer also acquires all or part of the Non-Selling Shareholder’s AZG interest; and

- that if a ‘Change of Control’ occurs in relation to an AZG shareholder, then unless the other AZG shareholder agrees otherwise, the shareholder the subject of the ‘Change of Control’ is deemed to have offered to sell its interest in AZG to the other shareholder at the fair market value either agreed between the parties or determined by an expert appointed under the agreement. If the deemed offer is not accepted, then the AZG shareholder the subject of the ‘Change of Control’ may retain their interest in AZG. For the purpose of these provisions, a ‘Change of Control’ is

3444-8232-0910v1 page 16

(b) Other assets

Azumah also holds 27,725,024 fully paid ordinary shares in the capital of Castle Minerals Limited (ASX:CDT) which holds extensive tenure in Ghana adjacent to the Project.

5.3 AZG shareholding arrangements

In 2017, Azumah entered into an Earn-In and Shareholders Agreement with Ibaera and AZG which has resulted in Ibaera earning a 42.5% interest in AZG. On 11 September 2019, Ibaera agreed to sole fund the next US$2.25 million of expenditure on the Project to earn a further 4% interest so as to take its total interest in the Project to 46.5%.

Under the Earn-In and Shareholders Agreement:

• each of Azumah and Ibaera have the right to appoint two directors to the AZG Board, with Azumah appointing the chair who will have a casting vote so long as Azumah remains the majority equity holder;

• decisions relating to the approval of budgets and work programmes, as well as any decision to mine, require unanimous AZG Board approval;

• Ibaera has the right to nominate the project manager, whose role includes submitting annual work programmes and budgets to the AZG Board for approval and to carry out the work required to implement all approved work programs. Ibaera nominated one of its representatives, Mr Peter Hairsine, as the project manager;

• after Ibaera completes the additional sole funding of expenditure on the Project (referred to above), each of Azumah and Ibaera are to fund future expenditure in proportion to their shareholding in AZG or elect not to contribute (in which case their shareholding will be diluted in accordance with an industry standard dilution formula which is to be agreed between Azumah and Ibaera before the end of the earn-in period);

• following completion of the Feasibility Study, either Azumah or Ibaera may propose that AZG:

- apply for further mineral licences over any area within AZG’s tenements; and/or

18


3444-8232-0910v1 page 19

Table B: Ore Reserve Summary – JORC Code 2012 – Updated 30 January 2019

Proved Probable Total

(As at January 2019) Tonnes

(Mt)

Grade

g/t Au

Gold

oz

Tonnes

(Mt)

Grade

g/t Au

Gold

Oz

Tonnes

(Mt)

Grade

g/t Au

Gold

oz Kunche 8.0 1.51 388,600 0.9 1.65 47,900 8.9 1.52 436,500

Bepkong 2.4 1.65 124,400 0.7 1.41 31,300 3.0 1.59 155,800

Aduane 0.2 1.11 7,100 0.2 1.11 7,100

Julie 1.2 2.11 83,600 3.6 2.24 258,600 4.8 2.21 342,200

Julie West 0.4 3.59 49,300 0.4 3.59 49,300

Danyawu 0.1 4.63 10,500 0.1 4.63 10,500

Josephine 0.3 1.29 13,800 0.3 1.29 13,800

Manwe 0.2 1.91 13,100 0.2 1.91 13,100

Total 11.6 1.60 596,700 6.4 2.09 431,500 18.0 1.77 1,028,200

Note: Values have been rounded

5.5 Historical financial information

The following historical financial information for Azumah is extracted from the annual financial report for Azumah for the year ended 30 June 2019 (Annual Financial Report 2019).

The financial information has been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act. The financial information also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The financial information presented below does not represent complete financial statements and should therefore be read in conjunction with the full financial statements for the year ended 30 June 2019, including the description of accounting policies contained in those financial statements and the notes to those financial statements. Where appropriate, adjustments may have been made to headings and classifications of historical data to provide a consistent basis of presentation.

In the interval between the release of the Annual Financial Report 2019 and the date of this Target’s Statement, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to significantly affect the operations of Azumah, the results of those operations, or the state of affairs of Azumah, in future financial years other than as disclosed in this Target’s Statement and the Annual Financial Report 2019 and subsequent filings with ASX.

3444-8232-0910v1 page 18

defined to mean a situation where a person or a group of associates becomes able to exercise, directly or indirectly, the majority voting power at directors’ or shareholders’ meetings except where the shares of that AZG shareholder are listed or any of its parent companies are or become listed on the ASX or other recognised securities exchange and such AZG shareholder ceases to be a subsidiary of that body corporate by reason of the allotment or transfer of, or any other dealing in, those shares (whether as part of, or subsequent to, a listing process). As Azumah’s interest in the Project constitutes its main undertaking and having regard to the fact that Ibaera is (as at the Last Practicable Date) a substantial shareholder of Azumah, any such sale that may be triggered as a result of a ‘Change of Control’ of Azumah may be subject to a requirement to obtain the prior approval of Azumah shareholders in accordance with the ASX Listing Rules.

5.4 Mineral Resources and Ore Reserve information

As set out further in the table below, Azumah has reported an estimated Mineral Resource for the Project of 2.8Moz of gold grading 1.7g/t Au (including 1.8Moz Measured and Indicated Mineral Resource grading 1.8g/t Au) and reported an Ore Reserve estimate of 1,028,000oz (18Mt at 1.77g/t Au).10

Table A: Mineral Resource Estimate – JORC Code 2012 – Updated 19 June 2019 Measured Indicated Measured + Indicated Inferred Grand Total

Deposit Cut-Off Au g/t

Tonnes (Kt)

Au g/t Ounces Tonnes

(Kt) Au g/t Ounces Tonnes



(Kt) Au g/t Ounces

Wa-Lawra:

Kunche 0.5 8,835 1.6 446,000 3,404 1.3 145,000 12,239 1.5 591,000 7,616 1.0 255,700 19,855 1.3 846,500

Bepkong o/c 0.5 3,163 1.8 185,000 728 1.4 33,000 3,704 1.7 218,000 462 1.4 20,000 4,354 1.7 237,900

Bepkong u/g 2.0 16 4.3 2 1,270 4.1 165,000 1,286 4.1 168,000 1,138 3.1 112,000 2,424 3.6 279,700

Aduane 0.5 322 1.2 12,800 322 1.2 12,800 1,491 1.3 59,900 1,812 1.3 72,700

Kunche NW 0.5 694 1.1 25,400 694 1.1 25,400

Yagha 0.5 333 1.3 13,400 333 1.3 13,400

Wa East:

Julie 0.5 1,490 2.1 101,000 9,300 1.9 572,100 10,790 1.9 673,000 6,360 1.7 352,000 17,150 1.9 1,025,000

Collette 0.5 1,690 1.5 79,000 1,690 1.5 79,000

Julie West 1.0 455 4.0 58,900 455 4.0 58,900 68 2.4 5,100 523 3.8 64,100

Danyawu 1.0 105 4.2 14,200 105 4.2 14,200 38 1.5 1,800 143 3.5 16,000

Alpha/Bravo 1.0 148 4.2 20,000 148 4.2 20,000

Josephine 1.0 709 1.5 34,500 709 1.5 34,500 580 1.5 28,600 1,290 1.5 63,100

Manwe 1.0 257 2.1 17,300 257 2.1 17,300 192 1.5 9,400 450 1.9 26,700

Total 13,504 1.7 732,002 16,550 2.0 1,052,800 29,867 1.8 1,787,700 20,810 1.5 982,300 50,866 1.7 2,769,500

• Note: Values have been rounded. • A lower cut-off of 0.5g/t Au was used for Kunche, Bepkong o/c (open-cut), Aduane, Julie and Collette, and a lower cut-off of 1.0g/t Au was

used for Julie West and Danyawu. A lower cut-off of 2.0g/t was used for Bepkong u/g (underground). • Mineral Resources are inclusive of Ore Reserves in Table B below.

10 See the Azumah ASX announcements dated 30 January 2019 titled ‘Wa Gold Project Hits 1.0Moz Ore Reserve’ and 2 July

2019 titled ‘Maiden Bepkong Underground Mineral Resource’. Azumah confirms that it is not aware of any new information or data that materially affects the information included in those announcements and that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates in those announcements continue to apply and have not materially changed.

19


3444-8232-0910v1 page 19

Table B: Ore Reserve Summary – JORC Code 2012 – Updated 30 January 2019

Proved Probable Total

(As at January 2019) Tonnes

(Mt)

Grade

g/t Au

Gold

oz

Tonnes

(Mt)

Grade

g/t Au

Gold

Oz

Tonnes

(Mt)

Grade

g/t Au

Gold

oz Kunche 8.0 1.51 388,600 0.9 1.65 47,900 8.9 1.52 436,500

Bepkong 2.4 1.65 124,400 0.7 1.41 31,300 3.0 1.59 155,800

Aduane 0.2 1.11 7,100 0.2 1.11 7,100

Julie 1.2 2.11 83,600 3.6 2.24 258,600 4.8 2.21 342,200

Julie West 0.4 3.59 49,300 0.4 3.59 49,300

Danyawu 0.1 4.63 10,500 0.1 4.63 10,500

Josephine 0.3 1.29 13,800 0.3 1.29 13,800

Manwe 0.2 1.91 13,100 0.2 1.91 13,100

Total 11.6 1.60 596,700 6.4 2.09 431,500 18.0 1.77 1,028,200

Note: Values have been rounded

5.5 Historical financial information

The following historical financial information for Azumah is extracted from the annual financial report for Azumah for the year ended 30 June 2019 (Annual Financial Report 2019).

The financial information has been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act. The financial information also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The financial information presented below does not represent complete financial statements and should therefore be read in conjunction with the full financial statements for the year ended 30 June 2019, including the description of accounting policies contained in those financial statements and the notes to those financial statements. Where appropriate, adjustments may have been made to headings and classifications of historical data to provide a consistent basis of presentation.

In the interval between the release of the Annual Financial Report 2019 and the date of this Target’s Statement, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to significantly affect the operations of Azumah, the results of those operations, or the state of affairs of Azumah, in future financial years other than as disclosed in this Target’s Statement and the Annual Financial Report 2019 and subsequent filings with ASX.

3444-8232-0910v1 page 18

defined to mean a situation where a person or a group of associates becomes able to exercise, directly or indirectly, the majority voting power at directors’ or shareholders’ meetings except where the shares of that AZG shareholder are listed or any of its parent companies are or become listed on the ASX or other recognised securities exchange and such AZG shareholder ceases to be a subsidiary of that body corporate by reason of the allotment or transfer of, or any other dealing in, those shares (whether as part of, or subsequent to, a listing process). As Azumah’s interest in the Project constitutes its main undertaking and having regard to the fact that Ibaera is (as at the Last Practicable Date) a substantial shareholder of Azumah, any such sale that may be triggered as a result of a ‘Change of Control’ of Azumah may be subject to a requirement to obtain the prior approval of Azumah shareholders in accordance with the ASX Listing Rules.

5.4 Mineral Resources and Ore Reserve information

As set out further in the table below, Azumah has reported an estimated Mineral Resource for the Project of 2.8Moz of gold grading 1.7g/t Au (including 1.8Moz Measured and Indicated Mineral Resource grading 1.8g/t Au) and reported an Ore Reserve estimate of 1,028,000oz (18Mt at 1.77g/t Au).10

Table A: Mineral Resource Estimate – JORC Code 2012 – Updated 19 June 2019 Measured Indicated Measured + Indicated Inferred Grand Total

Deposit Cut-Off Au g/t

Tonnes (Kt)

Au g/t Ounces Tonnes




(Kt) Au g/t Ounces

Wa-Lawra:

Kunche 0.5 8,835 1.6 446,000 3,404 1.3 145,000 12,239 1.5 591,000 7,616 1.0 255,700 19,855 1.3 846,500

Bepkong o/c 0.5 3,163 1.8 185,000 728 1.4 33,000 3,704 1.7 218,000 462 1.4 20,000 4,354 1.7 237,900

Bepkong u/g 2.0 16 4.3 2 1,270 4.1 165,000 1,286 4.1 168,000 1,138 3.1 112,000 2,424 3.6 279,700

Aduane 0.5 322 1.2 12,800 322 1.2 12,800 1,491 1.3 59,900 1,812 1.3 72,700

Kunche NW 0.5 694 1.1 25,400 694 1.1 25,400

Yagha 0.5 333 1.3 13,400 333 1.3 13,400

Wa East:

Julie 0.5 1,490 2.1 101,000 9,300 1.9 572,100 10,790 1.9 673,000 6,360 1.7 352,000 17,150 1.9 1,025,000

Collette 0.5 1,690 1.5 79,000 1,690 1.5 79,000

Julie West 1.0 455 4.0 58,900 455 4.0 58,900 68 2.4 5,100 523 3.8 64,100

Danyawu 1.0 105 4.2 14,200 105 4.2 14,200 38 1.5 1,800 143 3.5 16,000

Alpha/Bravo 1.0 148 4.2 20,000 148 4.2 20,000

Josephine 1.0 709 1.5 34,500 709 1.5 34,500 580 1.5 28,600 1,290 1.5 63,100

Manwe 1.0 257 2.1 17,300 257 2.1 17,300 192 1.5 9,400 450 1.9 26,700

Total 13,504 1.7 732,002 16,550 2.0 1,052,800 29,867 1.8 1,787,700 20,810 1.5 982,300 50,866 1.7 2,769,500

• Note: Values have been rounded. • A lower cut-off of 0.5g/t Au was used for Kunche, Bepkong o/c (open-cut), Aduane, Julie and Collette, and a lower cut-off of 1.0g/t Au was

used for Julie West and Danyawu. A lower cut-off of 2.0g/t was used for Bepkong u/g (underground). • Mineral Resources are inclusive of Ore Reserves in Table B below.

10 See the Azumah ASX announcements dated 30 January 2019 titled ‘Wa Gold Project Hits 1.0Moz Ore Reserve’ and 2 July

2019 titled ‘Maiden Bepkong Underground Mineral Resource’. Azumah confirms that it is not aware of any new information or data that materially affects the information included in those announcements and that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserve estimates in those announcements continue to apply and have not materially changed.

20


3444-8232-0910v1 page 21

5.7 Substantial shareholders

As at the Last Practicable Date, based on substantial shareholder notices lodged with the ASX and registry data, the substantial shareholders of Azumah were:

Shareholder Number of Shares % of issued capital

Ibaera (and certain other entities)11 221,154,080 22.60%

Caitlyn Limited12 54,952,416 5.62%

5.8 Continuous disclosure

Azumah is a disclosing entity under the Corporations Act and subject to regular reporting and disclosure obligations. Specifically, as an ASX-listed company, Azumah is subject to the ASX Listing Rules which require continuous disclosure of any information Azumah has that a reasonable person would expect to have a material or significant effect on the price or value of Shares.

Copies of announcements made by Azumah may be obtained from the ASX website at www.asx.com.au and Azumah’s website at www.azumahresources.com.au.

In addition, Azumah will make copies of the following documents available for inspection at Azumah’s registered office at Suite 2, 11 Ventnor Avenue, West Perth, Western Australia (between 9.00 am and 5.00 pm Monday to Friday):

• its annual financial report for the period ending 30 June 2019;

• its half-year report for the half-year ended 31 December 2018;

• its constitution; and

• any document lodged by Azumah with ASX between the lodgement of its 2019 annual financial report on 25 September 2019 and the date of this Target’s Statement. A list of these documents is included in annexure 1.

A copy of these documents may be requested to be provided free of charge by contacting Azumah’s Company Secretary between 9.00 am and 5.00 pm (Perth time) Monday to Friday on (+61 8) 9486 7911.

Copies of documents lodged with ASIC in relation to Azumah may be obtained from, or inspected at, an ASIC office.

11 Refer to the ‘Notice of change of interests of substantial holder’ in relation to Azumah lodged on 7 October 2019 for further

details on those entities that hold a Relevant Interest in Shares in common with Ibaera. 12 The ‘Notice of change of interests of substantial holder’ lodged by Caitlyn Limited in relation to Azumah on 12 August 2019

states that Agnivesh Agarwal has a relevant interest in the shares held by Caitlyn Limited pursuant to section 608(3) of the Corporations Act as the sole shareholder of Caitlyn Limited.

3444-8232-0910v1 page 20

30 June 2019 30 June 2018 $ $ Current Assets Cash and cash equivalents 701,441 2,323,713 Trade and other receivables 172,359 191,914 Total current assets 873,800 2,515,627

Non-current Assets Investments accounted for using the equity method - 363,270 Property, plant and equipment 2,447 9,499 Total non-current assets 2,447 372,769

Total Assets 876,247 2,888,396

Current liabilities Trade and other payables 117,728 83,097 Employee benefit obligations 129,440 74,464 Total current liabilities 247,168 157,561

Total liabilities 247,168 157,561

Net Assets 629,079 2,730,835

Equity Contributed equity 107,284,327 107,284,327 Reserves 4,785,746 4,677,004 Accumulated losses (111,440,994) (109,230,496) Total equity 629,079 2,730,835

The full financial statements are contained in the Annual Financial Report 2019, which is available on ASX’s website at www.asx.com.au and in the "Investor Centre" section of Azumah’s website at www.azumahresources.com.au.

5.6 Capital structure As at the Last Practicable Date, the issued capital of Azumah consisted of 978,581,840 fully paid ordinary shares and the following Azumah Options:

Azumah Options Exercise Price Expiry Date

3,000,000 $0.03 30 June 2020

1,500,000 $0.03 31 January 2021

45,000,000 $0.03 13 November 2021

See section 4.6 for details of the effect of the Offer on the Azumah Options.

21


3444-8232-0910v1 page 21

5.7 Substantial shareholders

As at the Last Practicable Date, based on substantial shareholder notices lodged with the ASX and registry data, the substantial shareholders of Azumah were:

Shareholder Number of Shares % of issued capital

Ibaera (and certain other entities)11 221,154,080 22.60%

Caitlyn Limited12 54,952,416 5.62%

5.8 Continuous disclosure

Azumah is a disclosing entity under the Corporations Act and subject to regular reporting and disclosure obligations. Specifically, as an ASX-listed company, Azumah is subject to the ASX Listing Rules which require continuous disclosure of any information Azumah has that a reasonable person would expect to have a material or significant effect on the price or value of Shares.

Copies of announcements made by Azumah may be obtained from the ASX website at www.asx.com.au and Azumah’s website at www.azumahresources.com.au.

In addition, Azumah will make copies of the following documents available for inspection at Azumah’s registered office at Suite 2, 11 Ventnor Avenue, West Perth, Western Australia (between 9.00 am and 5.00 pm Monday to Friday):

• its annual financial report for the period ending 30 June 2019;

• its half-year report for the half-year ended 31 December 2018;

• its constitution; and

• any document lodged by Azumah with ASX between the lodgement of its 2019 annual financial report on 25 September 2019 and the date of this Target’s Statement. A list of these documents is included in annexure 1.

A copy of these documents may be requested to be provided free of charge by contacting Azumah’s Company Secretary between 9.00 am and 5.00 pm (Perth time) Monday to Friday on (+61 8) 9486 7911.

Copies of documents lodged with ASIC in relation to Azumah may be obtained from, or inspected at, an ASIC office.

11 Refer to the ‘Notice of change of interests of substantial holder’ in relation to Azumah lodged on 7 October 2019 for further

details on those entities that hold a Relevant Interest in Shares in common with Ibaera. 12 The ‘Notice of change of interests of substantial holder’ lodged by Caitlyn Limited in relation to Azumah on 12 August 2019

states that Agnivesh Agarwal has a relevant interest in the shares held by Caitlyn Limited pursuant to section 608(3) of the Corporations Act as the sole shareholder of Caitlyn Limited.

3444-8232-0910v1 page 20

30 June 2019 30 June 2018 $ $ Current Assets Cash and cash equivalents 701,441 2,323,713 Trade and other receivables 172,359 191,914 Total current assets 873,800 2,515,627

Non-current Assets Investments accounted for using the equity method - 363,270 Property, plant and equipment 2,447 9,499 Total non-current assets 2,447 372,769

Total Assets 876,247 2,888,396

Current liabilities Trade and other payables 117,728 83,097 Employee benefit obligations 129,440 74,464 Total current liabilities 247,168 157,561

Total liabilities 247,168 157,561

Net Assets 629,079 2,730,835

Equity Contributed equity 107,284,327 107,284,327 Reserves 4,785,746 4,677,004 Accumulated losses (111,440,994) (109,230,496) Total equity 629,079 2,730,835

The full financial statements are contained in the Annual Financial Report 2019, which is available on ASX’s website at www.asx.com.au and in the "Investor Centre" section of Azumah’s website at www.azumahresources.com.au.

5.6 Capital structure As at the Last Practicable Date, the issued capital of Azumah consisted of 978,581,840 fully paid ordinary shares and the following Azumah Options:

Azumah Options Exercise Price Expiry Date

3,000,000 $0.03 30 June 2020

1,500,000 $0.03 31 January 2021

45,000,000 $0.03 13 November 2021

See section 4.6 for details of the effect of the Offer on the Azumah Options.

22


3444-8232-0910v1 page 23

7 Risk factors 7.1 Disclaimer

This section 7 does not take into account the investment objectives, financial circumstances, taxation position or particular needs of individual Shareholders and is not exhaustive. Prior to deciding whether or not to accept the Offer, Shareholders should carefully consider the risk factors in this section 7 and the Bidder’s Statement and seek independent professional advice.

7.2 Risks associated with accepting the Offer now

(a) You will no longer have exposure to Azumah’s assets and operations If you accept the Offer, you will no longer be a Shareholder. This will mean that you will not participate in any potential upside that may result from Azumah remaining a stand-alone entity, including any increase in the Share price or any benefits that may ultimately be realised by Azumah.

You will also cease to have a right to influence the future direction of Azumah through your voting rights as a Shareholder.

(b) You will not be able to sell your Shares on-market If you accept the Offer, you will no longer be able to trade your Shares on-market. There is a possibility that the Share price may exceed the price under the Offer during part of the Offer Period.

(c) You will be unable to accept any competing offer that emerges If you have already accepted the Offer and a competing offer emerges, you will be unable to accept the competing offer. As at the date of this Target’s Statement, the Directors are not aware of any competing offer that is available to be accepted by Shareholders.

(d) You will give up your right to otherwise deal with your Shares If you accept the Offer, you will be unable to revoke your acceptance, the contract resulting from your acceptance will be binding on you and you will be unable to withdraw your Shares from the Offer or otherwise deal with your Shares.

7.3 Risks associated with rejecting the Offer and continuing as a Shareholder

In considering whether to accept the Offer, Shareholders should be aware of the risks relating to Azumah, its business and assets as well as the general risks associated with an investment in securities markets. These risks include those specific to the industry in which Azumah operates and general economic conditions which may affect the future operating and financial performance of Azumah. Set out below is a summary of some, but not all, of the more material risks Azumah believes may impact it and its prospects.

(a) Risks specific to an investment in Azumah Minority ownership consequences

If control of Azumah passes to Ibaera, Shareholders who do not accept the Offer will become minority shareholders in Azumah with respect to Ibaera’s position as a controlling shareholder. If this occurs, there may be additional factors that need to be considered, alongside the Directors’ recommendation. These factors may include:

• the number of Shares traded on ASX could be significantly reduced. Shares not accepted into the Offer could become an illiquid and infrequently traded share and, as such, the ASX market price may no longer be a reliable indicator of value;

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6 Information about Ibaera

6.1 Disclaimer

The information set out in this section of the Target’s Statement in relation to Ibaera has been prepared by Azumah using publicly available information (principally the Bidder’s Statement) and has not been independently verified. Accordingly, and subject to the Corporations Act, Azumah and its Directors and advisers do not make any representation or warranty, express or implied, as to the accuracy or completeness of such information and take no responsibility for the contents of the Bidder’s Statement. Further information on Ibaera can be found in section 2 of the Bidder’s Statement.

6.2 Overview of Ibaera

Ibaera is an affiliate of Ibaera Capital and has been established solely to invest into and develop the Project. Ibaera executed an Earn-In and Shareholders Agreement with Azumah, AZG and Ibaera Capital in 2017, whereby Ibaera earned an initial 42.5% interest in AZG by spending an initial US$11.25 million over two years.

Ibaera Capital Fund LP, the majority owner of Ibaera, is managed by Ibaera Capital, a global fund manager focused on the evaluation, development and operation of mining projects around the world.

Further information on Ibaera can be found in section 2 of the Bidder’s Statement.

6.3 Ibaera’s interest in Azumah securities

Based on substantial shareholder notices lodged with ASX and registry data, as at the Last Practicable Date, Ibaera had a relevant interest in 221,154,080 Shares or 22.60% of Azumah’s total issued capital.

6.4 Ibaera’s funding arrangements related to the Offer

Section 5 of the Bidder’s Statement summarises how Ibaera intends to fund the consideration payable for the acquisition of Shares under the Offer.

In summary, the Bidder’s Statement specifies that Ibaera has legally binding equity commitments from its investors to provide to Ibaera on demand the aggregate amount of up to US$19.5 million, which Ibaera indicates is the maximum amount that Ibaera could be required to pay under the Offer.

6.5 Ibaera’s intentions in respect of Azumah

Section 6 of the Bidder’s Statement sets out Ibaera’s intentions in respect of the future business and operations of Azumah (assuming that the Offer results in Ibaera acquiring Shares).

In particular, it is noted that Ibaera has disclosed in its Bidder’s Statement that it intends to evaluate Azumah’s performance, profitability and prospects and that consistent with usual private equity practice, Ibaera may continue to develop the Wa Gold Project or may seek to exit its investment in Azumah and / or the Project.

Shareholders should carefully consider these intentions when deciding whether to accept the Offer (noting that these are statements of current intention only and may change).

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7 Risk factors 7.1 Disclaimer

This section 7 does not take into account the investment objectives, financial circumstances, taxation position or particular needs of individual Shareholders and is not exhaustive. Prior to deciding whether or not to accept the Offer, Shareholders should carefully consider the risk factors in this section 7 and the Bidder’s Statement and seek independent professional advice.

7.2 Risks associated with accepting the Offer now

(a) You will no longer have exposure to Azumah’s assets and operations If you accept the Offer, you will no longer be a Shareholder. This will mean that you will not participate in any potential upside that may result from Azumah remaining a stand-alone entity, including any increase in the Share price or any benefits that may ultimately be realised by Azumah.

You will also cease to have a right to influence the future direction of Azumah through your voting rights as a Shareholder.

(b) You will not be able to sell your Shares on-market If you accept the Offer, you will no longer be able to trade your Shares on-market. There is a possibility that the Share price may exceed the price under the Offer during part of the Offer Period.

(c) You will be unable to accept any competing offer that emerges If you have already accepted the Offer and a competing offer emerges, you will be unable to accept the competing offer. As at the date of this Target’s Statement, the Directors are not aware of any competing offer that is available to be accepted by Shareholders.

(d) You will give up your right to otherwise deal with your Shares If you accept the Offer, you will be unable to revoke your acceptance, the contract resulting from your acceptance will be binding on you and you will be unable to withdraw your Shares from the Offer or otherwise deal with your Shares.

7.3 Risks associated with rejecting the Offer and continuing as a Shareholder

In considering whether to accept the Offer, Shareholders should be aware of the risks relating to Azumah, its business and assets as well as the general risks associated with an investment in securities markets. These risks include those specific to the industry in which Azumah operates and general economic conditions which may affect the future operating and financial performance of Azumah. Set out below is a summary of some, but not all, of the more material risks Azumah believes may impact it and its prospects.

(a) Risks specific to an investment in Azumah Minority ownership consequences

If control of Azumah passes to Ibaera, Shareholders who do not accept the Offer will become minority shareholders in Azumah with respect to Ibaera’s position as a controlling shareholder. If this occurs, there may be additional factors that need to be considered, alongside the Directors’ recommendation. These factors may include:

• the number of Shares traded on ASX could be significantly reduced. Shares not accepted into the Offer could become an illiquid and infrequently traded share and, as such, the ASX market price may no longer be a reliable indicator of value;

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6 Information about Ibaera

6.1 Disclaimer

The information set out in this section of the Target’s Statement in relation to Ibaera has been prepared by Azumah using publicly available information (principally the Bidder’s Statement) and has not been independently verified. Accordingly, and subject to the Corporations Act, Azumah and its Directors and advisers do not make any representation or warranty, express or implied, as to the accuracy or completeness of such information and take no responsibility for the contents of the Bidder’s Statement. Further information on Ibaera can be found in section 2 of the Bidder’s Statement.

6.2 Overview of Ibaera

Ibaera is an affiliate of Ibaera Capital and has been established solely to invest into and develop the Project. Ibaera executed an Earn-In and Shareholders Agreement with Azumah, AZG and Ibaera Capital in 2017, whereby Ibaera earned an initial 42.5% interest in AZG by spending an initial US$11.25 million over two years.

Ibaera Capital Fund LP, the majority owner of Ibaera, is managed by Ibaera Capital, a global fund manager focused on the evaluation, development and operation of mining projects around the world.

Further information on Ibaera can be found in section 2 of the Bidder’s Statement.

6.3 Ibaera’s interest in Azumah securities

Based on substantial shareholder notices lodged with ASX and registry data, as at the Last Practicable Date, Ibaera had a relevant interest in 221,154,080 Shares or 22.60% of Azumah’s total issued capital.

6.4 Ibaera’s funding arrangements related to the Offer

Section 5 of the Bidder’s Statement summarises how Ibaera intends to fund the consideration payable for the acquisition of Shares under the Offer.

In summary, the Bidder’s Statement specifies that Ibaera has legally binding equity commitments from its investors to provide to Ibaera on demand the aggregate amount of up to US$19.5 million, which Ibaera indicates is the maximum amount that Ibaera could be required to pay under the Offer.

6.5 Ibaera’s intentions in respect of Azumah

Section 6 of the Bidder’s Statement sets out Ibaera’s intentions in respect of the future business and operations of Azumah (assuming that the Offer results in Ibaera acquiring Shares).

In particular, it is noted that Ibaera has disclosed in its Bidder’s Statement that it intends to evaluate Azumah’s performance, profitability and prospects and that consistent with usual private equity practice, Ibaera may continue to develop the Wa Gold Project or may seek to exit its investment in Azumah and / or the Project.

Shareholders should carefully consider these intentions when deciding whether to accept the Offer (noting that these are statements of current intention only and may change).

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fund its share of any equity contribution required to develop the Wa Gold Project. Azumah cannot predict the size of future issuances of securities or the effect, if any, that future issuances of securities may have on the market price of the Shares. Issuances of a substantial number of Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of Shares. With any additional issuance of Shares, investors will suffer dilution to their voting power and Azumah may experience dilution in its earnings per share.

Title

Azumah cannot guarantee that title to its assets, or the title of AZG to any of its properties, will not be challenged. Further, as at the Last Practicable Date, AZG’s title to the Julie West prospecting licence remains subject to obtaining the approval of the Ghana Minister for Lands and Natural Resources to the transfer of that licence from Castle Minerals Limited. Title insurance is generally not available for mineral properties and the ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be constrained. Mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. Azumah has not conducted complete surveys of all of the tenements in which it holds direct or indirect interests. A successful challenge to the precise area and location of these tenements could result in Azumah or AZG being unable to operate on its properties as permitted or being unable to enforce its rights with respect to its properties.

Access to land

Exploration activities on the Wa Gold Project are dependent upon the grant, or as the case may be, the maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of tenements often depends on the required statutory approvals being obtained. There is no assurance that Azumah or AZG will be granted all the mining tenements for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, Azumah and/or AZG may be curtailed or prohibited from continuing with its exploration and development activities or proceeding with any future exploration or development.

Artisanal miners may be active at the projects in which Azumah has an interest, which may have many material adverse effects including delays and/or impediments to exploration and development activities and schedule and exposure to safety, security, environment and social liabilities and losses.

Changes in law and government regulation

Mineral exploration and planned development activities at the Wa Gold Project are subject to various laws governing title, tenement interests, prospecting, mining rights, land ownership, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use and other matters. Although such exploration and planned development activities are currently believed by Azumah to be carried out in accordance with all applicable rules and regulations (noting that the activities at the Project are conducted by the project manager nominated by Ibaera on behalf of AZG), no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development.

Many of the mineral rights and interests relating to the Project are subject to governmental approvals, licenses and permits. The granting and enforcement of the terms of such approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. No assurance can be given that AZG will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation. To the extent such approvals are required and not obtained, AZG may be curtailed or prohibited from continuing or proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged

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• Ibaera may be in a position to cast the majority of votes at a general meeting of Azumah. This would enable Ibaera to control the composition of the Board and senior management, determine Azumah’s dividend policy and control the strategic direction of the businesses of Azumah and its subsidiaries. Ibaera has stated, in section 6 of the Bidder’s Statement, that it intends to seek to replace some of the members of the Azumah Board with nominees of Ibaera, so that the proportion of such nominees is broadly similar to the voting power of Ibaera;

• Ibaera may consider whether to seek to have Azumah removed from the official list of ASX. Ibaera’s ability to do so will depend on the number of remaining Shareholders. If this occurs, Shares will not be able to be bought or sold on the ASX;

• if Ibaera acquires 75% or more of the Shares it will be able to pass a special resolution of Azumah. This will enable Ibaera to, among other things, change Azumah’s constitution; and

• it may be unlikely that a subsequent takeover bid for Azumah will emerge at a later time from a third party.

Further, Ibaera has indicated that, if it becomes entitled to do so, it intends to compulsorily acquire any outstanding Shares. If compulsory acquisition occurs, Shareholders who have their Shares compulsorily acquired will not be paid until after the compulsory acquisition notices are dispatched to them. See section 4.5 of this Target’s Statement for further information.

You should also read sections 6.2 and 6.3 of the Bidder’s Statement which describes Ibaera’s intentions in the event that it acquires control of Azumah.

Joint venture risks

Azumah’s main asset, the Wa Gold Project, is subject to a joint venture arrangement with Ibaera. Refer to section 5.3 of this Target’s Statement for more information on the Earn-In and Shareholders Agreement entered into with Ibaera. Azumah is unable to predict the risk of:

• Ibaera having commercial or other interests or objectives for the joint venture which may not be aligned to those of Azumah, which for example may result in Ibaera not agreeing to certain matters that require the unanimous approval of the AZG Board (such as the approval of budgets and work programmes, or a decision to mine being taken);

• default by Ibaera, including any failure to meet funding commitments;

• insolvency or other managerial failure by any of the operators and contractors engaged in activities in relation to the Project; or

• insolvency or other managerial failure by any of the other service providers used by Azumah or its operators for any activity,

and, if any of these occur, it could have a material adverse impact on Azumah, its assets and/or its financial position.

If Ibaera defaults in the performance of its obligations or wishes to enforce its rights against Azumah, it may be necessary for Azumah to seek or defend legal remedies including through a court action. Legal action can be costly and there can be no guarantee that a legal remedy would ultimately be granted to Azumah on the appropriate terms (if at all).

Financing

Azumah’s ability to fund its proportionate share of the Wa Gold Project’s exploration and development expenditure depends upon Azumah’s ability to obtain financing through debt financing, equity financing or other means. There is no assurance that Azumah will be successful in obtaining required financing as and when needed. Volatile markets for minerals may make it difficult or impossible for Azumah to obtain debt financing or equity financing on favourable terms or at all. Failure to obtain additional financing on a timely basis may cause Azumah to seek to postpone any development plans or dilute its interests in the Project.

Future issuance of Shares

Azumah may issue additional Shares or other securities in the future, including as required to

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fund its share of any equity contribution required to develop the Wa Gold Project. Azumah cannot predict the size of future issuances of securities or the effect, if any, that future issuances of securities may have on the market price of the Shares. Issuances of a substantial number of Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of Shares. With any additional issuance of Shares, investors will suffer dilution to their voting power and Azumah may experience dilution in its earnings per share.

Title

Azumah cannot guarantee that title to its assets, or the title of AZG to any of its properties, will not be challenged. Further, as at the Last Practicable Date, AZG’s title to the Julie West prospecting licence remains subject to obtaining the approval of the Ghana Minister for Lands and Natural Resources to the transfer of that licence from Castle Minerals Limited. Title insurance is generally not available for mineral properties and the ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be constrained. Mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. Azumah has not conducted complete surveys of all of the tenements in which it holds direct or indirect interests. A successful challenge to the precise area and location of these tenements could result in Azumah or AZG being unable to operate on its properties as permitted or being unable to enforce its rights with respect to its properties.

Access to land

Exploration activities on the Wa Gold Project are dependent upon the grant, or as the case may be, the maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of tenements often depends on the required statutory approvals being obtained. There is no assurance that Azumah or AZG will be granted all the mining tenements for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, Azumah and/or AZG may be curtailed or prohibited from continuing with its exploration and development activities or proceeding with any future exploration or development.

Artisanal miners may be active at the projects in which Azumah has an interest, which may have many material adverse effects including delays and/or impediments to exploration and development activities and schedule and exposure to safety, security, environment and social liabilities and losses.

Changes in law and government regulation

Mineral exploration and planned development activities at the Wa Gold Project are subject to various laws governing title, tenement interests, prospecting, mining rights, land ownership, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use and other matters. Although such exploration and planned development activities are currently believed by Azumah to be carried out in accordance with all applicable rules and regulations (noting that the activities at the Project are conducted by the project manager nominated by Ibaera on behalf of AZG), no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development.

Many of the mineral rights and interests relating to the Project are subject to governmental approvals, licenses and permits. The granting and enforcement of the terms of such approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. No assurance can be given that AZG will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation. To the extent such approvals are required and not obtained, AZG may be curtailed or prohibited from continuing or proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged

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in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws and regulations governing operations, title matters, land ownership, tenement interests or mining rights or more stringent implementation thereof could have a substantial adverse impact on the Project and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Political instability in West Africa

With the Wa Gold Project being situated in Ghana, Azumah’s interest in the Project may be subject to the effects of political changes, war and civil conflict, changes in government policy, lack of law enforcement and labour unrest and the creation of new laws. These changes (which may include new or modified taxes or other government levies as well as other legislation) may impact the profitability and viability of its properties. The effect of unrest and instability on political, social or economic conditions in Ghana could result in the impairment of exploration, development and mining operations. Any such changes are beyond the control of Azumah and may adversely affect its business.

In addition, local tribal authorities in West Africa exercise significant influence with respect to local land use, land labour and local security. From time to time, the Ghana government has intervened in the export of mineral concentrates in response to concerns about the validity of export rights and payment of duties. No assurances can be given that the co-operation of such authorities, if sought, will be obtained, and if obtained, maintained.

In addition, in the event of a dispute arising from foreign operations, Azumah and/or AZG may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of Australian courts. Azumah also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for Azumah to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on its operations.

Mineral Resource and Ore Reserve estimates

The Mineral Resources and Ore Reserves of the Wa Gold Project are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that Mineral Resources or Ore Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Mineral Resources and Ore Reserves, including many factors beyond Azumah’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore Reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimate. The volume and grade of Ore Reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Mineral Resources and Ore Reserves, or of AZG’s ability to extract these Ore Reserves, could have a material adverse effect on Azumah’s results of operations and financial condition.

Changes in the price of gold

Changes in the market price of gold, which in the past have fluctuated widely, will affect the economics of the Wa Gold Project. The viability of Azumah’s projects, and upon commencing production at the Wa Gold Project, Azumah’s revenues and profitability, will depend on the market price of gold. The market price of gold is set in the world market and is affected by

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numerous industry factors beyond Azumah’s control, including but not limited to the demand for precious metals, expectations with respect to the rate of inflation and deflation, interest rates, currency exchange rates, the global and regional supply and demand for jewellery and industrial products containing metals, production levels, inventories, costs of substitutes, changes in global or regional investment or consumption patterns, and sales by central banks and other holders, speculators and producers of gold in response to any of the above factors, and global and regional political and economic factors.

A decline in the market price of gold would have a material adverse impact on Azumah’s projects and anticipated future operations. Such a decline could also have a material adverse impact on the ability of Azumah to finance the exploration and development of its existing and future mineral projects and may also impact operations by requiring a reassessment on the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Azumah will also have to assess the economic impact of any sustained lower gold prices on recoverability and therefore, on cut-off grades and the level of its Mineral Resources and Ore Reserves. Operations in Ghana could increase the cost to Azumah of carrying out its plan of operations, delay its exploration and, if warranted, development activities.

Corporate responsibility risk

Azumah’s operations and activities interact with a range of community stakeholders who have an interest in the impacts of Azumah’s activities and require Azumah and AZG to maintain a ‘social licence’ to discover, develop and operate mining projects. This encompasses compliance with laws and regulations and also the establishment and maintenance of community relations in Ghana. These give rise to a range of risks including land access, reputational risk and the risk of losing its ‘social licence’ to operate. These risks have the potential to reduce access to resources, impact Azumah’s and AZG’s reputation and increase operating costs, including from compliance obligations arising from changes in laws and regulations.

De-registration

AZG may be subject to potential de-registration due to a failure to comply with local regulations, resulting from changes in policy or otherwise. To mitigate these risks, Azumah monitors local regulations governing companies through its local counsel experienced in corporate law to ensure that it continues to comply with such regulations.

Improper use of funds in local entity

Azumah operates in a number of jurisdictions, and, as result, is exposed to potential misappropriation of funds by a local entity. To mitigate this risk, Azumah keeps cash balances to a minimum and completes a reconciliation of all bank accounts on a regular basis, as well as independent verification of all funds used. Azumah has implemented an internal approval process with respect to all payments made.

Operations

Azumah has no history of producing metals from its current mineral properties. As a result, Azumah is subject to all of the risks associated with establishing new mining operations and business enterprises including:

• the timing and cost, which can be considerable, of the construction of mining and any required processing facilities;

• the availability and costs of skilled labour and mining equipment;

• the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; and

• the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that Azumah’s activities will result in profitable mining operations or that Azumah will successfully establish mining

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in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws and regulations governing operations, title matters, land ownership, tenement interests or mining rights or more stringent implementation thereof could have a substantial adverse impact on the Project and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Political instability in West Africa

With the Wa Gold Project being situated in Ghana, Azumah’s interest in the Project may be subject to the effects of political changes, war and civil conflict, changes in government policy, lack of law enforcement and labour unrest and the creation of new laws. These changes (which may include new or modified taxes or other government levies as well as other legislation) may impact the profitability and viability of its properties. The effect of unrest and instability on political, social or economic conditions in Ghana could result in the impairment of exploration, development and mining operations. Any such changes are beyond the control of Azumah and may adversely affect its business.

In addition, local tribal authorities in West Africa exercise significant influence with respect to local land use, land labour and local security. From time to time, the Ghana government has intervened in the export of mineral concentrates in response to concerns about the validity of export rights and payment of duties. No assurances can be given that the co-operation of such authorities, if sought, will be obtained, and if obtained, maintained.

In addition, in the event of a dispute arising from foreign operations, Azumah and/or AZG may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of Australian courts. Azumah also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for Azumah to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on its operations.

Mineral Resource and Ore Reserve estimates

The Mineral Resources and Ore Reserves of the Wa Gold Project are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that Mineral Resources or Ore Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Mineral Resources and Ore Reserves, including many factors beyond Azumah’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore Reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimate. The volume and grade of Ore Reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Mineral Resources and Ore Reserves, or of AZG’s ability to extract these Ore Reserves, could have a material adverse effect on Azumah’s results of operations and financial condition.

Changes in the price of gold

Changes in the market price of gold, which in the past have fluctuated widely, will affect the economics of the Wa Gold Project. The viability of Azumah’s projects, and upon commencing production at the Wa Gold Project, Azumah’s revenues and profitability, will depend on the market price of gold. The market price of gold is set in the world market and is affected by

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operations or profitably produce mineral product at any of its properties.

Currency fluctuations

Currency fluctuations may affect the costs that Azumah incurs at its operations. Azumah’s revenue from potential sales is likely to be in US dollars while a significant portion of its operating expenses will be incurred in Australian or Ghanaian currency. Accordingly, foreign currency fluctuations may adversely affect Azumah’s financial position and operating results.

Failure to achieve projected operating results

Feasibility studies are typically used to determine the economic viability of a deposit. Many factors are involved in the determination of the economic viability of a deposit, including the achievement of satisfactory Ore Reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and the estimate of future mineral prices. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and possibly processed, the configuration of the ore body, ground and mining conditions and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties and, as a result, Azumah cannot give any assurance that its exploration projects will become operating mines. If a mine is developed, actual operating results may differ from those anticipated.

Relinquishment of tenement area

The mining laws of Ghana require that upon each renewal of a prospecting licence, the holder thereof must surrender at least 50% of the area covered thereby (subject to a minimum balance of 125 blocks).

Although Azumah will use its best efforts to seek to ensure that, in each case, the area retained has greater exploration, development and production potential than the area relinquished, there can be no assurance that the area relinquished will not ultimately have greater Mineral Resources and Ore Reserves and a more positive outlook than the area retained upon renewal.

Risks inherent in the mining industry

Azumah’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for, and the development of, mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.

Azumah’s exploration and production may be further hampered by mining, heritage and environmental legislation, industrial disputes, cost overruns, land claims and compensation and other unforeseen contingencies. The success of Azumah also depends on the delineation of economically recoverable reserves, the availability and cost of required development capital, movement in the price of commodities, securing and maintaining title to its exploration and mining tenements as well as obtaining all necessary consents and approvals for the conduct of its exploration and production activities.

Exploration and production on Azumah’s existing exploration and mining tenements may prove unsuccessful. Mineral Resources and Ore Reserves may become depleted resulting in a reduction of the value of those tenements and a diminution in the cash flow and cash reserves of Azumah as well as possible relinquishment of the exploration and mining tenements.

Risks involved in mining operations include unusual and unexpected geologic formations, seismic activity, rock burst, cave-ins, flooding and other conditions involved in the drilling and removal of any material, any of which could result in damage to life or property, environmental damage and possible legal liability. Further, weather conditions over a prolonged period can adversely affect exploration, production, mining and drilling operations and the timing of earning revenues.

Whether income will result from Azumah’s projects will depend on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development, future cash flow and profitability, and there can be no assurance that current estimates of these factors will reflect actual results and performance.

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The design and construction of efficient processing facilities, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants can also affect successful project development.

Repatriation of earnings

Azumah conducts its operations through foreign subsidiaries and holds substantially all of its assets in such subsidiaries. Accordingly, any limitation on the transfer of cash or other assets between Azumah and its subsidiaries could restrict Azumah’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on Azumah’s valuation and share price. Moreover, there is no assurance that Ghana or any other foreign country in which Azumah may operate in the future will not impose restrictions on the repatriation of earnings to foreign entities.

Insurance

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, ground or slope failures, fires, floods, earthquakes and other environmental occurrences, political and social instability that could result in damage to or destruction of mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining caused by industrial accidents or labour disputes, changes in regulatory environment, monetary losses and possible legal liability.

It is not always possible to obtain insurance against all such risks and Azumah may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Azumah or to other companies in the mining industry on acceptable terms. Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of Azumah.

Environmental laws and regulations

Azumah’s operations are subject to environmental regulations in the jurisdictions in which it operates. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Azumah’s operations.

Government approvals and permits are required in connection with Azumah’s operations. To the extent such approvals are required and not obtained, Azumah may be delayed or prohibited from proceeding with planned exploration or development of its mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Azumah and cause increases in capital expenditures or require abandonment or delays in development of new mining properties.

Environmental liabilities

Mining is subject to potential risks and liabilities associated with the potential pollution of the environment and the necessary disposal of mining waste products resulting from mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to Azumah (or to other companies in the minerals industry) at a reasonable price. To the extent that Azumah becomes subject to

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operations or profitably produce mineral product at any of its properties.

Currency fluctuations

Currency fluctuations may affect the costs that Azumah incurs at its operations. Azumah’s revenue from potential sales is likely to be in US dollars while a significant portion of its operating expenses will be incurred in Australian or Ghanaian currency. Accordingly, foreign currency fluctuations may adversely affect Azumah’s financial position and operating results.

Failure to achieve projected operating results

Feasibility studies are typically used to determine the economic viability of a deposit. Many factors are involved in the determination of the economic viability of a deposit, including the achievement of satisfactory Ore Reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and the estimate of future mineral prices. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and possibly processed, the configuration of the ore body, ground and mining conditions and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties and, as a result, Azumah cannot give any assurance that its exploration projects will become operating mines. If a mine is developed, actual operating results may differ from those anticipated.

Relinquishment of tenement area

The mining laws of Ghana require that upon each renewal of a prospecting licence, the holder thereof must surrender at least 50% of the area covered thereby (subject to a minimum balance of 125 blocks).

Although Azumah will use its best efforts to seek to ensure that, in each case, the area retained has greater exploration, development and production potential than the area relinquished, there can be no assurance that the area relinquished will not ultimately have greater Mineral Resources and Ore Reserves and a more positive outlook than the area retained upon renewal.

Risks inherent in the mining industry

Azumah’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for, and the development of, mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.

Azumah’s exploration and production may be further hampered by mining, heritage and environmental legislation, industrial disputes, cost overruns, land claims and compensation and other unforeseen contingencies. The success of Azumah also depends on the delineation of economically recoverable reserves, the availability and cost of required development capital, movement in the price of commodities, securing and maintaining title to its exploration and mining tenements as well as obtaining all necessary consents and approvals for the conduct of its exploration and production activities.

Exploration and production on Azumah’s existing exploration and mining tenements may prove unsuccessful. Mineral Resources and Ore Reserves may become depleted resulting in a reduction of the value of those tenements and a diminution in the cash flow and cash reserves of Azumah as well as possible relinquishment of the exploration and mining tenements.

Risks involved in mining operations include unusual and unexpected geologic formations, seismic activity, rock burst, cave-ins, flooding and other conditions involved in the drilling and removal of any material, any of which could result in damage to life or property, environmental damage and possible legal liability. Further, weather conditions over a prolonged period can adversely affect exploration, production, mining and drilling operations and the timing of earning revenues.

Whether income will result from Azumah’s projects will depend on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development, future cash flow and profitability, and there can be no assurance that current estimates of these factors will reflect actual results and performance.

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environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to Azumah and could have a material adverse effect on Azumah. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

Land rehabilitation

Although variable, depending on location and the governing authority, land rehabilitation requirements are generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimise long term effects of land disturbance. Rehabilitation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out rehabilitation obligations imposed on Azumah in connection with its mineral exploration, Azumah must allocate financial resources that might otherwise be spent on further exploration and/or development programs.

Inflation

Azumah’s mineral properties are located in Ghana which has historically experienced relatively high rates of inflation.

Labour and employment

As Azumah’s business grows, it will require additional key financial, administrative, mining, marketing and public relations personnel as well as additional staff for operations. In addition, given the remote location of the properties, the lack of infrastructure in the nearby surrounding areas, and the shortage of a readily available labour force in the mining industry, Azumah may experience difficulties retaining the requisite skilled employees in Ghana in the event one or more of its projects is developed. While Azumah believes that it will be successful in attracting and retaining qualified personnel and employees, there can be no assurance of such success.

Also, HIV/AIDS, malaria and other diseases represent a serious threat to maintaining a skilled workforce in the mining industry in Ghana. HIV/AIDS is a major healthcare challenge faced by Azumah’s operations in Ghana. There can be no assurance that Azumah will not lose members of its workforce or workforce manhours or incur increased medical costs, which may have a material adverse effect on Azumah’s operations.

Future profitability

To date, Azumah has experienced a negative operating cash flow and has not commenced commercial production on any of its properties. There can be no assurance that significant additional losses will not occur in the near future or that Azumah will be profitable in the future. Azumah expects to continue to incur losses unless and until such time as its properties enter into commercial production and generate sufficient revenues to fund its continuing operations. There can be no assurance that Azumah will generate any revenues, operate profitably or provide a return on investment in the future.

(b) General risks Market risks

Since the Offer was announced, the prices at which Azumah Shares have traded on ASX have largely reflected the Offer Price. If the Offer closes and Ibaera is not entitled to proceed to compulsory acquisition of any outstanding Shares, then in addition to the risks associated with potentially remaining a minority shareholder in circumstances where control of Azumah passes to Ibaera, the price at which Azumah Shares trade on ASX may fall and trade at a discount to the Offer Price.

In addition to risks relating to Azumah, its business and assets, there are general risks associated with an investment in securities markets. Such risks may affect the value of Shares which may fluctuate with movements in equity capital markets in Australia and overseas. Such movements may be caused by, amongst other things, the economic conditions in Australia and overseas, investor sentiment in local and international stock markets, consumer sentiment, changes in fiscal, monetary, regulatory and other government policies, global political and economic stability, interest and inflation rates and foreign exchange rates.

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Litigation

Azumah is subject to litigation risks. All industries, including the mining industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which Azumah is or may become subject could have a material effect on its financial position, results of operations or Azumah’s mining and project development operations.

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environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to Azumah and could have a material adverse effect on Azumah. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

Land rehabilitation

Although variable, depending on location and the governing authority, land rehabilitation requirements are generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimise long term effects of land disturbance. Rehabilitation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out rehabilitation obligations imposed on Azumah in connection with its mineral exploration, Azumah must allocate financial resources that might otherwise be spent on further exploration and/or development programs.

Inflation

Azumah’s mineral properties are located in Ghana which has historically experienced relatively high rates of inflation.

Labour and employment

As Azumah’s business grows, it will require additional key financial, administrative, mining, marketing and public relations personnel as well as additional staff for operations. In addition, given the remote location of the properties, the lack of infrastructure in the nearby surrounding areas, and the shortage of a readily available labour force in the mining industry, Azumah may experience difficulties retaining the requisite skilled employees in Ghana in the event one or more of its projects is developed. While Azumah believes that it will be successful in attracting and retaining qualified personnel and employees, there can be no assurance of such success.

Also, HIV/AIDS, malaria and other diseases represent a serious threat to maintaining a skilled workforce in the mining industry in Ghana. HIV/AIDS is a major healthcare challenge faced by Azumah’s operations in Ghana. There can be no assurance that Azumah will not lose members of its workforce or workforce manhours or incur increased medical costs, which may have a material adverse effect on Azumah’s operations.

Future profitability

To date, Azumah has experienced a negative operating cash flow and has not commenced commercial production on any of its properties. There can be no assurance that significant additional losses will not occur in the near future or that Azumah will be profitable in the future. Azumah expects to continue to incur losses unless and until such time as its properties enter into commercial production and generate sufficient revenues to fund its continuing operations. There can be no assurance that Azumah will generate any revenues, operate profitably or provide a return on investment in the future.

(b) General risks Market risks

Since the Offer was announced, the prices at which Azumah Shares have traded on ASX have largely reflected the Offer Price. If the Offer closes and Ibaera is not entitled to proceed to compulsory acquisition of any outstanding Shares, then in addition to the risks associated with potentially remaining a minority shareholder in circumstances where control of Azumah passes to Ibaera, the price at which Azumah Shares trade on ASX may fall and trade at a discount to the Offer Price.

In addition to risks relating to Azumah, its business and assets, there are general risks associated with an investment in securities markets. Such risks may affect the value of Shares which may fluctuate with movements in equity capital markets in Australia and overseas. Such movements may be caused by, amongst other things, the economic conditions in Australia and overseas, investor sentiment in local and international stock markets, consumer sentiment, changes in fiscal, monetary, regulatory and other government policies, global political and economic stability, interest and inflation rates and foreign exchange rates.

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8.3 Director benefits and agreements

(a) Benefits in connection with retirement from office No person has been or will be given any benefit (other than a benefit which can be given without member approval under the Corporations Act) in connection with the retirement of that person, or someone else, from a board or managerial office of Azumah or Related Body Corporate of Azumah.

(b) Agreements connected with or conditional on the Offer There are no agreements made between any Director and any other person in connection with, or conditional upon, the outcome of the Offer other than in their capacity as a holder of Shares.

(c) Benefits from Ibaera None of the Directors have agreed to receive, or is entitled to receive, any benefit from Ibaera which is conditional on, or is related to, the Offer, other than in their capacity as a holder of Shares.

(d) Interests of Directors in contracts with Ibaera None of the Directors have any interest in any contract entered into by Ibaera.

8.4 Taxation consequences of accepting the Offer The taxation consequences of accepting the Offer depend on a number of factors and will vary depending on your particular circumstances. A general description of the Australian income tax and goods and services tax consequences for Shareholders who either accept the Offer or whose Shares are compulsorily acquired in accordance with Part 6A.1 of the Corporations Act is set out in section 7 of the Bidder’s Statement.

You should carefully read and consider the taxation consequences of accepting the Offer. The outline provided in the Bidder’s Statement is of a general nature only and you should seek your own specific professional advice as to the taxation implications applicable to your circumstances. Azumah, its Directors and advisers take no responsibility for the contents of the Bidder’s Statement.

8.5 Consents

The following persons have given and have not, before the date of issue of this Target’s Statement, withdrawn their consent to:

• be named in this Target’s Statement in the form and context in which they are named;

• the inclusion of their respective reports or statements noted next to their names and the references to those reports or statements in the form and context in which they are included in this Target’s Statement; and

• the inclusion of other statements in this Target’s Statement that are based on or referable to statements made in those reports or statements, or that are based on or referable to other statements made by those persons in the form and context in which they are included.

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8 Additional information 8.1 Interests and dealings in Azumah securities

(a) Interests in Azumah securities As at the Last Practicable Date, the Directors of Azumah had the following Relevant Interests in Azumah securities:

Director Number of Shares (%)13 Number of Azumah Options

Stephen Stone 11,696,725 (1.20%) 20,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

Michael Atkins 5,284,919 (0.54%) 10,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

Debra Bakker 1,471,429 (0.15%) 5,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

Linton Putland 125,000 (0.01%) 5,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

(b) Dealings in Azumah securities

No Director has acquired or disposed of a Relevant Interest in any securities of Azumah in the four-month period, except for the acquisitions set out below:

Date Name Details

12 July 2019 Michael Atkins Acquired 2,142,858 Shares at $0.014 per Share pursuant to the Azumah share purchase plan announced on 13 June 2019.

12 July 2019 Debra Bakker Acquired 1,071,429 Shares at $0.014 per Share pursuant to the Azumah share purchase plan announced on 13 June 2019.

14 August 2019 Linton Putland Acquired 125,000 Shares at $0.016 per Share.

8.2 Interests and dealings in securities of Ibaera

As at the Last Practicable Date, none of Azumah, its associates or any of its Directors had a Relevant Interest in the securities of Ibaera or any Related Body Corporate of Ibaera.

None of Azumah, its associates or any of its Directors has acquired or disposed of a Relevant Interest in any securities of Ibaera or any Related Body Corporate of Ibaera in the four-month period ending on the date immediately before the date of this Target’s Statement.

13 As a percentage of Azumah’s total issued share capital as at the Last Practicable Date.

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8.3 Director benefits and agreements

(a) Benefits in connection with retirement from office No person has been or will be given any benefit (other than a benefit which can be given without member approval under the Corporations Act) in connection with the retirement of that person, or someone else, from a board or managerial office of Azumah or Related Body Corporate of Azumah.

(b) Agreements connected with or conditional on the Offer There are no agreements made between any Director and any other person in connection with, or conditional upon, the outcome of the Offer other than in their capacity as a holder of Shares.

(c) Benefits from Ibaera None of the Directors have agreed to receive, or is entitled to receive, any benefit from Ibaera which is conditional on, or is related to, the Offer, other than in their capacity as a holder of Shares.

(d) Interests of Directors in contracts with Ibaera None of the Directors have any interest in any contract entered into by Ibaera.

8.4 Taxation consequences of accepting the Offer The taxation consequences of accepting the Offer depend on a number of factors and will vary depending on your particular circumstances. A general description of the Australian income tax and goods and services tax consequences for Shareholders who either accept the Offer or whose Shares are compulsorily acquired in accordance with Part 6A.1 of the Corporations Act is set out in section 7 of the Bidder’s Statement.

You should carefully read and consider the taxation consequences of accepting the Offer. The outline provided in the Bidder’s Statement is of a general nature only and you should seek your own specific professional advice as to the taxation implications applicable to your circumstances. Azumah, its Directors and advisers take no responsibility for the contents of the Bidder’s Statement.

8.5 Consents

The following persons have given and have not, before the date of issue of this Target’s Statement, withdrawn their consent to:

• be named in this Target’s Statement in the form and context in which they are named;

• the inclusion of their respective reports or statements noted next to their names and the references to those reports or statements in the form and context in which they are included in this Target’s Statement; and

• the inclusion of other statements in this Target’s Statement that are based on or referable to statements made in those reports or statements, or that are based on or referable to other statements made by those persons in the form and context in which they are included.

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8 Additional information 8.1 Interests and dealings in Azumah securities

(a) Interests in Azumah securities As at the Last Practicable Date, the Directors of Azumah had the following Relevant Interests in Azumah securities:

Director Number of Shares (%)13 Number of Azumah Options

Stephen Stone 11,696,725 (1.20%) 20,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

Michael Atkins 5,284,919 (0.54%) 10,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

Debra Bakker 1,471,429 (0.15%) 5,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

Linton Putland 125,000 (0.01%) 5,000,000 Azumah Options exercisable at $0.03 each and expiring on 13 November 2021

(b) Dealings in Azumah securities

No Director has acquired or disposed of a Relevant Interest in any securities of Azumah in the four-month period, except for the acquisitions set out below:

Date Name Details

12 July 2019 Michael Atkins Acquired 2,142,858 Shares at $0.014 per Share pursuant to the Azumah share purchase plan announced on 13 June 2019.

12 July 2019 Debra Bakker Acquired 1,071,429 Shares at $0.014 per Share pursuant to the Azumah share purchase plan announced on 13 June 2019.

14 August 2019 Linton Putland Acquired 125,000 Shares at $0.016 per Share.

8.2 Interests and dealings in securities of Ibaera

As at the Last Practicable Date, none of Azumah, its associates or any of its Directors had a Relevant Interest in the securities of Ibaera or any Related Body Corporate of Ibaera.

None of Azumah, its associates or any of its Directors has acquired or disposed of a Relevant Interest in any securities of Ibaera or any Related Body Corporate of Ibaera in the four-month period ending on the date immediately before the date of this Target’s Statement.

13 As a percentage of Azumah’s total issued share capital as at the Last Practicable Date.

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superseded by information in this Target’s Statement);

• Azumah’s annual reports and releases to ASX before the date of this Target’s Statement;

• the documents lodged by Azumah with ASIC before the date of this Target’s Statement; and

• this Target’s Statement, including the annexure to this Target’s Statement.

Your Directors have assumed, for the purposes of preparing this Target’s Statement, that the information in the Bidder’s Statement is accurate. However, your Directors do not take any responsibility for the contents of the Bidder’s Statement and are not to be taken as endorsing, in any way, any or all statements contained in it.

In deciding what information should be included in this Target’s Statement, your Directors have had regard to:

• the nature of the Shares (being fully paid ordinary shares);

• the matters that Shareholders may reasonably be expected to know;

• the fact that certain matters may reasonably be expected to be known to Shareholders’ professional advisers; and

• the time available to Azumah to prepare this Target’s Statement.

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Name Named as Reports or Statement

Each Director a Director The inclusion of statements made by them

Security Transfer Australia Pty Ltd

Azumah Share Registry N/A

Azure Capital Limited Financial Adviser N/A

Corrs Chambers Westgarth Legal Adviser N/A

Each of the above persons

• does not make, or purport to make, any statement in this Target’s Statement other than those statements referred to above and as consented to by it; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Target’s Statement other than as described in this section with its consent.

As permitted by ASIC Class Order 13/521, this Target’s Statement contains statements that are made, or based on statements made, in documents lodged with ASIC or ASX (in compliance with the ASX Listing Rules), in particular, the Bidder’s Statement. Pursuant to that Class Order, the consent of persons such statements are attributed to is not required for the inclusion of those statements in this Target’s Statement. Any Shareholder who would like to receive a copy of any of the documents (or parts of the documents) that contain the statement which have been included pursuant to ASIC Class Order 13/521 may obtain a copy (free of charge) during the Offer Period by contacting Azumah’s Company Secretary between 9.00 am and 5.00 pm (Perth time) Monday to Friday on (+61 8) 9486 7911. The copy will be provided within 2 business days of the request.

In addition, as permitted by ASIC Corporations (Consents to Statements) Instrument 2016/72 (Corporations Instrument 2016/72), this Target’s Statement may include or be accompanied by certain statements:

• fairly representing a statement by an official person; or

• from a public official document or published book, journal or comparable publication.

Pursuant to Corporations Instrument 2016/72, the consent of persons to whom such statements are attributed is not required for inclusion of those statements in this Target’s Statement.

As permitted by Corporations Instrument 2016/72, this Target’s Statement also contains trading data obtained from Bloomberg without its consent.

8.6 No other material information

This Target’s Statement is required to include all the information that Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Offer, but:

• only to the extent to which it is reasonable for investors and their professional advisers to expect to find this information in this Target’s Statement; and

• only if the information is known to any Director.

Your Directors are of the opinion that the information that Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Offer is the information contained in:

• the Bidder’s Statement (to the extent that the information is not inconsistent or

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superseded by information in this Target’s Statement);

• Azumah’s annual reports and releases to ASX before the date of this Target’s Statement;

• the documents lodged by Azumah with ASIC before the date of this Target’s Statement; and

• this Target’s Statement, including the annexure to this Target’s Statement.

Your Directors have assumed, for the purposes of preparing this Target’s Statement, that the information in the Bidder’s Statement is accurate. However, your Directors do not take any responsibility for the contents of the Bidder’s Statement and are not to be taken as endorsing, in any way, any or all statements contained in it.

In deciding what information should be included in this Target’s Statement, your Directors have had regard to:

• the nature of the Shares (being fully paid ordinary shares);

• the matters that Shareholders may reasonably be expected to know;

• the fact that certain matters may reasonably be expected to be known to Shareholders’ professional advisers; and

• the time available to Azumah to prepare this Target’s Statement.

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Term Meaning

Earn-In and Shareholders Agreement

the agreement described in section 5.3

Feasibility Study the feasibility study commissioned in relation to the Wa Gold Project

Ibaera Capital Ibaera Capital Fund GP Ltd (as manager for and on behalf of the Ibaera Capital Fund LP)

JORC Code Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition)

Last Practicable Date

14 October 2019, being the last practicable date prior to lodgement of this Target’s Statement

Mineral Resource has the meaning given in the JORC Code

Offer the offer by Ibaera to purchase Shares, the terms of which are contained in section 9 of the Bidder’s Statement

Offer Period the period during which the Offer will remain open for acceptance in accordance with section 9.2 of the Bidder’s Statement

Offer Price $0.028 cash for each Share

Ore Reserve has the meaning given in the JORC Code

Register Date 7.00 pm (Sydney time) on 23 September 2019

Related Body Corporate

has the meaning given to that term in the Corporations Act

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act

Share a fully paid ordinary share in the capital of Azumah

Shareholder a holder of one or more Shares

Target’s Statement

this document (including the annexure), being the statement of Azumah under Part 6.5 Division 3 of the Corporations Act

US$ the lawful currency of the United States of America

Wa Gold Project or Project

the Wa Gold Project located in the Upper West Region of Ghana, West Africa and described in section 5.2(a)

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9 Glossary and Interpretation 9.1 Glossary

In this Target’s Statement defined terms have the meanings set out below:

Term Meaning

Annual Financial Report 2019

Has the meaning described in section 5.5

$, A$ or AUD the lawful currency of Australia

ASIC the Australian Securities and Investments Commission

ASX ASX Limited or the Australian Securities Exchange, as appropriate

ASX Listing Rules the listing rules of ASX

ASX Settlement ASX Settlement Pty Limited

ASX Settlement Rules

the operating rules of the settlement facility provided by ASX Settlement

AZG Azumah Resources (GH) Limited (the Ghanaian entity that holds the interest in the Project)

AZG Board the board of directors of AZG

Azumah Option an option to subscribe or acquire a Share as described in section 5.6

Azumah or the Company

Azumah Resources Limited ACN 112 320 251

Bidder or Ibaera IGIC Pte Ltd (UEN 201727890K), an affiliate of Ibaera Capital

Bidder’s Statement

the bidder’s statement of Ibaera dated 18 September 2019

Board the board of Directors of Azumah

CHESS Holding a holding of Shares which is registered on Azumah’s Share register being a register administered by ASX Settlement and which records uncertificated holdings of shares

Controlling Participant

the meaning set out in the ASX Settlement Rules

Corporations Act the Corporations Act 2001 (Cth) (as modified or varied by ASIC)

Director a director of Azumah

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Term Meaning

Earn-In and Shareholders Agreement

the agreement described in section 5.3

Feasibility Study the feasibility study commissioned in relation to the Wa Gold Project

Ibaera Capital Ibaera Capital Fund GP Ltd (as manager for and on behalf of the Ibaera Capital Fund LP)

JORC Code Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition)

Last Practicable Date

14 October 2019, being the last practicable date prior to lodgement of this Target’s Statement

Mineral Resource has the meaning given in the JORC Code

Offer the offer by Ibaera to purchase Shares, the terms of which are contained in section 9 of the Bidder’s Statement

Offer Period the period during which the Offer will remain open for acceptance in accordance with section 9.2 of the Bidder’s Statement

Offer Price $0.028 cash for each Share

Ore Reserve has the meaning given in the JORC Code

Register Date 7.00 pm (Sydney time) on 23 September 2019

Related Body Corporate

has the meaning given to that term in the Corporations Act

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act

Share a fully paid ordinary share in the capital of Azumah

Shareholder a holder of one or more Shares

Target’s Statement

this document (including the annexure), being the statement of Azumah under Part 6.5 Division 3 of the Corporations Act

US$ the lawful currency of the United States of America

Wa Gold Project or Project

the Wa Gold Project located in the Upper West Region of Ghana, West Africa and described in section 5.2(a)

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9 Glossary and Interpretation 9.1 Glossary

In this Target’s Statement defined terms have the meanings set out below:

Term Meaning

Annual Financial Report 2019

Has the meaning described in section 5.5

$, A$ or AUD the lawful currency of Australia

ASIC the Australian Securities and Investments Commission

ASX ASX Limited or the Australian Securities Exchange, as appropriate

ASX Listing Rules the listing rules of ASX

ASX Settlement ASX Settlement Pty Limited

ASX Settlement Rules

the operating rules of the settlement facility provided by ASX Settlement

AZG Azumah Resources (GH) Limited (the Ghanaian entity that holds the interest in the Project)

AZG Board the board of directors of AZG

Azumah Option an option to subscribe or acquire a Share as described in section 5.6

Azumah or the Company

Azumah Resources Limited ACN 112 320 251

Bidder or Ibaera IGIC Pte Ltd (UEN 201727890K), an affiliate of Ibaera Capital

Bidder’s Statement

the bidder’s statement of Ibaera dated 18 September 2019

Board the board of Directors of Azumah

CHESS Holding a holding of Shares which is registered on Azumah’s Share register being a register administered by ASX Settlement and which records uncertificated holdings of shares

Controlling Participant

the meaning set out in the ASX Settlement Rules

Corporations Act the Corporations Act 2001 (Cth) (as modified or varied by ASIC)

Director a director of Azumah

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10 Authorisation This Target’s Statement has been approved by a resolution passed by your Directors. Each of your Directors voted in favour of that resolution.

16 October 2019 Signed for and on behalf of Azumah:

...............................................................

Mr Stephen Stone Managing Director

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9.2 Interpretation

In this Target’s Statement:

• other words and phrases have the same meaning (if any) given to them in the Corporations Act;

• words of any gender include all genders;

• words importing the singular include the plural and vice versa;

• an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

• a reference to a section, clause, annexure and schedule is a reference to a section of, clause of and an annexure and schedule to this Target’s Statement as relevant, unless otherwise stated;

• a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;

• headings and bold type are for convenience only and do not affect the interpretation of this Target’s Statement; and

• a reference to time is a reference to Perth, Western Australia time, unless otherwise stated.

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10 Authorisation This Target’s Statement has been approved by a resolution passed by your Directors. Each of your Directors voted in favour of that resolution.

16 October 2019 Signed for and on behalf of Azumah:

...............................................................

Mr Stephen Stone Managing Director

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9.2 Interpretation

In this Target’s Statement:

• other words and phrases have the same meaning (if any) given to them in the Corporations Act;

• words of any gender include all genders;

• words importing the singular include the plural and vice versa;

• an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

• a reference to a section, clause, annexure and schedule is a reference to a section of, clause of and an annexure and schedule to this Target’s Statement as relevant, unless otherwise stated;

• a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;

• headings and bold type are for convenience only and do not affect the interpretation of this Target’s Statement; and

• a reference to time is a reference to Perth, Western Australia time, unless otherwise stated.

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Corporate Directory

Board of Directors

Michael Atkins – Non-Executive Chairman

Stephen Stone – Managing Director & Chief Executive Officer

Debra Bakker – Non-Executive Director

Linton Putland – Non-Executive Director

Company Secretary

Dennis Wilkins

Registered Office

Suite 2, 11 Ventnor Avenue

West Perth, Western Australia 6005

Share Registry


770 Canning Highway

Applecross, Western Australia 6153

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Annexure 1 — ASX Announcements

The following announcements have been made to ASX concerning Azumah between the release of its annual financial report for the period ending 30 June 2019 on 25 September 2019 and 14 October 2019 (being the Last Practicable Date).

Date Announcement

07/10/2019 Change in substantial holding - Ibaera

03/10/2019 TAKE NO ACTION ON RECEIPT OF IBAERA'S BIDDER'S STATEMENT

03/10/2019 Ibaera completes dispatch of Bidder's Statement

03/10/2019 Completion of dispatch of Bidder's Statement

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Corporate Directory

Board of Directors

Michael Atkins – Non-Executive Chairman

Stephen Stone – Managing Director & Chief Executive Officer

Debra Bakker – Non-Executive Director

Linton Putland – Non-Executive Director

Company Secretary

Dennis Wilkins

Registered Office

Suite 2, 11 Ventnor Avenue

West Perth, Western Australia 6005

Share Registry


770 Canning Highway

Applecross, Western Australia 6153

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Azumah the off-market takeover bid by IGIC Pte Ltd (Ibaera

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