UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM 40-F/A
(Amendment No. 1)

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[   ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

_______________________

Kirkland Lake Gold Ltd.
(Exact name of Registrant as specified in its charter)

200 Bay Street, Suite 3120
Toronto, Ontario M5J 2J1
Canada
(416) 840-7884
(Address and telephone number of Registrant’s principal executive offices)

_______________________

Registered Agent Solutions, Inc.
99 Washington Avenue
Suite 1008
Albany, NY 12260
(888) 705-7274
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

_______________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. [   ] Yes      [   ] No

Indicate by check mark by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule. [   ] Yes      [X] No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company [X]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [   ]

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

Kirkland Lake Gold Ltd. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company filed a Registration Statement on Form 40-F on August 4, 2017 (the “Original Form 40-F”). The Company is filing this Amendment No. 1 for the sole purpose of filing exhibits that were too large to be filed with the Original Form 40-F.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 4, 2017

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EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

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7

8

9

10

* previously filed with the Original Form 40-F
** to be filed with Amendment No. 2 to this Registration Statement on Form 40-F
*** to be filed with Amendment No. 3 to this Registration Statement on Form 40-F
**** to be filed with Amendment No. 4 to this Registration Statement on Form 40-F

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Signature Qualified Persons:

Peter Fairfield, BEng (Mining), FAusIMM (No: 106754), CP (Mining), Principal Consultant

Danny Kentwell, MSc Mathematics & Planning (Geostatistics), FAusIMM, Principal Consultant

Important Notice

This technical report has been prepared as a National Instrument 43-101 Technical Report, as prescribed in Canadian Securities Administrators’ National Instrument 43-101, Standards of Disclosure for Mineral Projects (NI 43-101) for Newmarket Gold Inc.). The data, information, estimates; conclusions and recommendations contained herein, as prepared and presented by the Authors, are consistent with:

CAUTIONARY NOTE WITH RESPECT TO FORWARD LOOKING INFORMATION

This document contains forward-looking information as defined in applicable securities laws. Forward looking information includes, but is not limited to, statements with respect to the future production, costs and expenses of the project; the other economic parameters of the project, as set out in this technical report, including; the success and continuation of exploration activities, including drilling; estimates of mineral reserves and mineral resources; the future price of gold; government regulations and permitting timelines; requirements for additional capital; environmental risks; and general business and economic conditions. Often, but not always, forward-looking information can be identified by the use of words such as plans, expects, is expected, budget, scheduled, estimates, continues, forecasts, projects, predicts, intends, anticipates or believes, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results may, could, would, should, might or will be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any of the future results, performance or achievements expressed or implied by the forward-looking information. These risks, uncertainties and other factors include, but are not limited to, the assumptions underlying the production estimates not being realized, decrease of future gold prices, cost of labour, supplies, fuel and equipment rising, the availability of financing on attractive terms, actual results of current exploration, changes in project parameters, exchange rate fluctuations, delays and costs inherent to consulting and accommodating rights of local communities, title risks, regulatory risks and uncertainties with respect to obtaining necessary permits or delays in obtaining same, and other risks involved in the gold production, development and exploration industry, as well as those risk factors discussed in Newmarket Gold Inc.’s latest Annual Information Form and its other SEDAR filings from time to time. Forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, the availability of financing for Newmarket Gold Inc.’s production, development and exploration activities; the timelines for Newmarket Gold Inc.’s exploration and development activities on the property; the availability of certain consumables and services; assumptions made in mineral resource and mineral reserve estimates, including geological interpretation grade, recovery rates, price assumption, and operational costs; and general business and economic conditions. All forward-looking information herein is qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. Newmarket Gold Inc. and the authors of this technical report undertake no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information or future events or otherwise, except as may be required by applicable law.

NON-IFRS MEASURES

This technical report contains certain non-International Financial Reporting Standards measures. Such measures have non standardized meaning under International Financial Reporting Standards and may not be comparable to similar measures used by other issuers.

Table of Qualified Persons and Contributors

List of Abbreviations

Executive Summary

Introduction

SRK Consulting (Australasia) Pty Ltd (SRK) was engaged by Newmarket Gold Inc. (Newmarket Gold) to undertake a study on the Maud Creek Gold Project (Maud Creek or the Project) and prepare a Technical Report to support the release of the updated Mineral Resource estimate.

In early July 2015, Newmarket Gold merged with Crocodile Gold Corp. (Crocodile Gold) to form a new Canadian, Toronto Stock Exchange listed gold mining company named Newmarket Gold that has 100% ownership of the Maud Creek Project.

This Technical Report documents the review and assessment of the project’s geology, exploration, mineral resource, geotechnical and metallurgical aspects prepared by SRK. It was prepared following the guidelines of the Canadian Securities Administrators’ National Instrument (NI) 43-101 and Form 43-101 F1.

The mineral resource statement reported herein was prepared in conformity with generally accepted Canadian Institute of Mining, Metallurgy, and Petroleum’s (CIM) Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

Scope

The scope of this study was to review the geological model, update the Mineral Resource estimate, review the geotechnical and metallurgical data and aspects of the deposit to support future studies

Based on the Mineral Resource review and findings of the geotechnical and metallurgical review work, SRK recommends that the Preliminary Economic Assessment (PEA) of the Project continue.

The basis of the PEA is processing options that enable the Oxide mineralisation to be considered in a potential mine plan and a processing route and sale of a gold rich concentrate.

The previous Technical Report, Bremner, P and Edwards, M 2012. Report on the Mineral Resource and Mineral Reserve of the Maud Creek Gold Project, excluded Oxide mineralisation, assumed processing including a Bacterial Oxidation plant (BiOX) and sale of gold Dore.

The PEA is considering a stand-alone processing plant and associated infrastructure at Maud Creek and processing of mineralization at the Union Reefs processing plant. Both options would be designed to produce a gold-rich concentrate that would be transported to the Port of Darwin for shipping to overseas markets.

Property Description and Location

The Maud Creek Gold project (Maud Creek or the Project) is located within the Pine Creek region of the Northern Territory of Australia, 20 kilometers north-east of Katherine. Previous mining activities at Maud Creek have been limited to open pit mining during 2000 when the owner was AngloGold.

The project comprises a total of 23 mineral titles (all granted), and the deposit is located wholly within tenement ML30260 which is held 100% by Newmarket Gold. Maud Creek is located at latitude 14°26’41” south and longitude 132°27’10” east.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access is gained to the Project from Darwin by travelling south for some 314 road kilometers along the sealed Stuart Highway to the town of Katherine.

Darwin has a population in excess of 129,000 and is the capital city of the Northern Territory. It is the administrative centre of the Northern Territory government and a major transportation hub, with an international airport and deep-water port and the Adelaide to Darwin transcontinental railway terminating at the East Arm port.

Katherine is a regional centre with a population of approximately 9,800 and enjoys excellent infrastructure, services and communications. This is the closest centre of population to the Maud Creek project. The regional mining communities of Pine Creek (with a population of 450) and Adelaide River (population of 200) support the Burnside, Maud Creek and Moline gold projects.

The major land use is grazing on native pastures and traditional Indigenous uses with some horticulture, grazing on modified pastures and nature conservation. The region has undergone some clearing (approximately 167,000 ha) for these developments the vegetation of the Maud Creek area consists largely of woodlands and open woodlands (predominant species –Eucalypts) that have been degraded by the impacts of cattle, buffalo and wild donkeys. No rare, threatened or endangered species have been identified in the area.

In the Maud Creek area, the terrain is flat lying to undulating. Ephemeral streams transect the project area and drain into the westward flowing Katherine River that flows all year.

The Top End of the Northern Territory has a tropical monsoon climate characterized by two distinct seasonal patterns: the ‘wet’ monsoon and the ‘dry’ seasons. The wet season generally occurs from November through to April and the dry season between May and October. Almost all rainfall occurs during the wet season, mostly between December and March, and the total rainfall decreases with distance from the coast.

History

Gold was initially discovered in the Maud Creek area in 1890 and a small plant was set up but ultimately abandoned in 1891. This is now called the Chlorite Hills and O’Shea’s area.

The area was re-looked at from 1932-34 when 400 tonnes of ore -produced 540 ounces of gold. Mining was from about 20 shallow shafts and small holes that were 6 - 12 meters deep with horizontal workings from 15 30 meters in length in the Chlorite Hills and O’Shea’s area.

Interest in the Maud Creek area was rekindled in the 1960s during an assessment of the mineral potential of the Top End of the Northern Territory. This study was prompted by the discovery of-significant uranium mineralization in the nearby South Alligator River valley in the mid 1950s.

The Maud Creek project was owned by a number of companies until the acquisition of the Project by GBS Gold in December 2006. Substantial drilling, in the order of 66,000-90,000 meters of RC and diamond drilling, is reported on the Project area during the period 1966 – 2006, oriented toward gold exploration.

AngloGold acquired rights to mine the oxide zone of the Main Zone deposit at Maud Creek and treat the ore at the Union Reefs plant. Mining operations were conducted during 2000. A total of 173,581 tonnes at 3.32 g/t Au produced 18,527 ounces. Ore was trucked from Maud Creek to the Union Reefs mill.

An agreement to acquire a number of properties, including the Maud Creek property, was entered into on June 19 2009 from GBS Gold International Inc. (GBS Gold) (in liquidation). GBS Gold operated the Tom’s Gully and Brock’s Creek underground gold mines, mined several open pit gold deposits and operated two gold processing plants, one at Tom’s Gully, the other at Union Reefs, near Pine Creek, Northern Territory, until September 2008, when administrators were appointed.

On November 6 2009, the mining tenements including the Maud Creek Property were registered in the name of Crocodile Gold Australia Pty Ltd, a subsidiary of Crocodile Gold, which became Newmarket Gold in July 2015.

Geological Setting and Mineralization

The Maud Creek Gold deposit is located in the south-eastern part of the Pine Creek Geosyncline, within the Gold Creek Fault Zone, which forms the contact between mafic tuffs of the Dorothy Volcanics to the east and sedimentary rocks of the Tollis Formation to the west.

The Tollis Formation is the youngest member of the Finnis River Group, has limited aerial extent and consists of a succession of interbedded mudstone, slate, metagreywacke and minor felsic volcaniclastic shales. The Dorothy Volcanic Member consists of volcanic tuff with minor interbedded zones of sediments

The north-south trending Gold Creek Fault Zone and primary Maud Creek mineralised zones dip steeply to the east. The deposit is roughly bound to the east by the Maud Creek Dolerite, which also exhibits mineralization at the tuff/dolerite contact and to the north by a small andesite body located at the contact between the sandstone and tuff (Maud Creek Contact Fault). To the south of the deposit a major east-west structure with sinistral strike-slip movement has been interpreted. Eight faults have been identified in the Maud Creek deposit area and generally exhibit reverse movement, with limited offsets in the range of meters.

The Maud Creek Contact Fault is filled with quartz stockwork veins; three vein lodes have been modelled for the Maud Creek deposit; the primary contact vein, upper contact vein and lower contact vein. The primary vein is strongly associated with the sandstone/tuff contact but does not strictly follow the boundary. Therefore, it has been modelled as an ‘overprinting’ volume onto the sediment, tuff, dolerite and andesite lithology wireframes. Mineralization in the east at the tuff/dolerite contact generally form steeply dipping discrete lenses with limited continuity.

Outside of and adjacent to the Maud Creek Contact Fault mineralization are many intercepts carrying similar grades to those within the vein itself; these extend up to 25 meters into the hangingwall and to a lesser extent into the footwall. In addition, a greater than 0.1 g/t Au halo can be observed up to 50 meters into the hanging wall and occasionally in the footwall.

Deposit Types

A variety of genetic models have been postulated for the formation of gold deposits in the Pine Creek Geosyncline. Gold and base metal mineralization is commonly associated with granite intrusions and are often been classified as high temperature contact aureole deposits. A secondary host rock control has also been suggested due to the association of gold mineralization with carbonaceous metasedimentary rocks. More recently, authors have argued that gold mineralization is structurally controlled; occurring in brittle- ductile structures at the greenschist-amphibole facies boundary and hence has an epigenetic origin.

Accepting that gold deposits of the Northern Territory have a structurally controlled mesothermal setting, then on the basis of host rock and mineral association they can be divided into seven types:-

Of these types, Maud Creek aligns with the gold-quartz veins, lodes, sheeted veins, stockwork deposit type. Five main types of mineralization have previously been recognized within the Pine Creek Orogen. These include:

Of these mineralization types, Maud Creek is consistent with stockwork quartz-feldspar-sulphide veining hosted at the contact of either sandstone/tuff or tuff/dolerite units.

Mineral Resource Estimates

The Mineral Resources are stated here for the Maud Creek deposit with an effective date of 15 March 2016

The Maud Creek deposit consists of open pit and underground resources presented in Table ES-1 and ES-2. All relevant diamond drillhole samples, available as of April 2015 for the Maud Creek deposit were used to inform the estimate. The estimation methodology utilised was Ordinary Kriging (OK) to estimate gold and arsenic using hard domain boundaries.

Table ES-1:      Maud Creek Gold Project Open Pit Mineral Resource Summary

It should be pointed out the mineral resource estimate is categorized as Measured, Indicated and Inferred as defined by the CIM guidelines for resource reporting. Mineral resources do not demonstrate economic viability, and there is no certainty that these mineral resources will be converted into mineable reserves once economic considerations are applied. The Measured, Indicated and Inferred mineral resource estimate has been prepared in compliance with the standards of NI 43 – 101 by Danny Kentwell, FAusIMM.

Notes to Table ES-1:

Table ES-2:      Maud Creek Gold Project Underground Mineral Resource Summary

It should be pointed out the mineral resource estimate is categorized as Indicated and Inferred as defined by the CIM guidelines for resource reporting. Mineral resources do not demonstrate economic viability, and there is no certainty that these mineral resources will be converted into mineable reserves once economic considerations are applied. The Measured, Indicated and Inferred mineral resource estimate has been prepared in compliance with the standards of NI 43 – 101 by Danny Kentwell, FAusIMM.

Notes to Table ES-2:

In SRK’s opinion, based on the depth and distribution of the mineralization open pit and underground mining could be viable options for extraction.

In assessing the criteria for reasonable prospects of economic extraction both open pit and underground scenarios were considered. With respect the scattered lower grade mineralization contained within the near surface a simple pit optimisation using the optimistic parameters at twice the current gold spot price did not generate a pit of practical size on the eastern domains. All material in the eastern domains is not considered to have reasonable prospects of economic extraction and does not appear in the Mineral Resource.

With respect to the underground potential the grade is reasonably consistent down to approximately 650 mRL below which it drops significantly. All material below 650 mRL is not considered to have reasonable prospects of economic extraction and does not appear in the Resource.

Mining

Based on the geological review the deposit has the potential to be exploited by conventional open pit and underground mining methods.

The final underground mining method and extraction sequence would be determined by the availability of pastefill. Pastefill will be available if a processing plant was to be constructed at Maud Creek. If mineralization is trucked to Union Reefs, a cemented aggregate fill method would be utilised.

The Union Reefs option provides a processing stream for the oxide material within the Mineral Resource that is not available under the stand-alone plant option and will influence the mine design.

Geotechnical

In conjunction with the Mineral Resource review, a comprehensive review of the available data and analysis to determine open pit and underground geotechnical design guidelines.

An assessment of overall slope angles and underground mining parameters has been undertaken using geological and geotechnical drilling data supplied by Newmarket Gold. The analysis provides good early-stage design guidelines of the geotechnical properties of the rock mass. The typical geotechnical conditions on site can be summarised as follows:

The absence of suitable data has led to low-confidence in the geotechnical conditions. Additional data is required to improve confidence and refine decisions on mining methods and the mine design. The mining method studies are linked to the decision on the location of the processing plant and the availability of pastefill.

Metallurgy and Recovery Methods

An extensive program of metallurgical testing was carried out from 1994 through to 2006 at reputable and suitably experienced laboratories. Testing was undertaken at both batch and pilot scale and including variability testing. Part of the focus of testing was on downstream oxidation processes on the refractory and preg-robbing Maud Creek mineralization, such as bio-oxidation (Biox) and the GEOCOAT® process. Direct cyanidation leaching of mineralization and concentrates was tested on the fresh (sulphide) mineralization with poor results and was eliminated as a potential processing route. A number of engineering studies were undertaken in conjunction with this test work.

Metallurgical testing has shown the mineralization to be moderately hard and abrasive, to have variable levels of gravity gold recovery, refractory and preg-robbing in nature but responsive to simple flotation techniques – demonstrating high gold recoveries in excess of 95%. Total recovery is consistently high irrespective of gravity recovery. The flotation concentrate has sufficient grade to be classified as a gold concentrate for the purposes of importation into China (> 40 g/t). It is noted that part of the gold is associated to arsenopyrite and as a result, arsenic grades in the concentrate are elevated at approximately 3.6% .

The Maud Creek mineralization has been subject to extensive metallurgical testing.

Downstream processing options for refractory gold mineralization and concentrates were considered in earlier studies. The direct smelting of flotation concentrates option, involving concentrate being dewatered, bagged, stored in shipping containers and transported by road, rail then ship to China.

Project Infrastructure

At present there is no mining infrastructure onsite at Maud Creek. The site is serviced by local infrastructure including the Stuart Highway and services from the regional centre of Katherine. Katherine provides access to grid power, medical facilities, grid power and mobile telecommunications services.

Interpretation and Conclusions

The modelling of vein and grade volumes for the 2015 estimate takes a very different approach to the 2012 model. The 2015 model incorporates a detailed structural, vein and lithological model in the construction of the various estimation domains. This was a deliberate decision to address potential deficiencies in the very linear grade only approach previously used. Concerns had been expressed in some previous reports that insufficient attention had been paid to the geology and that the previous models may have diluted a high grade, geologically controlled core to the main zone thereby creating a model that underestimated grade and overestimated tonnages at economic cutoffs.

The differences between the 2012 and 2015 modelling approach are detailed below:

The 2015 model is considered by SRK to be more robust in terms of its geological basis and this has led to a slightly higher grades but a reduction in contained gold. Only further drilling can define true connectivity of the mineralization in widely spaced areas.

Discussion of the risks and opportunities in the Mineral Resource model is presented in Table ES-3.

Table ES-3:      Mineral Resource Model Risks and Opportunities

Recommendations

Based on the Mineral Resource review and findings of the geotechnical and metallurgical review work, SRK recommends that the Preliminary Economic Assessment (PEA) of the Project continue.

Infill drilling in the parts of the resource currently classified as Indicated and Inferred would enable an upgrade of the Mineral Resource Classification. An approximate meterage and cost to complete this from surface down to 850 mRL is provided in Table ES-4 assuming the drilling takes place from surface. A number of sections of the geological model remain open down dip with good grades seen in the last hole down dip. Extension drilling is recommended to test these areas. Metres and costs to complete these are shown in Table ES-4 assuming drilling from surface. Costs are based on RC collars and 50m diamond drill tails.

Table ES-4:      Recommended drilling

Table of Contents

List of Tables

List of Figures

SRK Consulting (Australasia) Pty Ltd (SRK) was engaged by Newmarket Gold Inc. (Newmarket Gold) to undertake a study on the Maud Creek Gold Project (Maud Creek or the Project) and prepare a Technical Report to support the release of the updated Mineral Resource estimate.

In early July 2015, Newmarket Gold merged with Crocodile Gold Corp. (Crocodile Gold) to form a new Canadian; Toronto Stock Exchange listed gold mining company named Newmarket Gold that has 100% ownership of the Maud Creek Project.

This Technical Report documents the review and assessment of the project’s geology, exploration and mineral resource aspects prepared by SRK. It was prepared following the guidelines of the Canadian Securities Administrators’ National Instrument (NI) 43-101 and Form 43-101 F1.

The mineral resource statement reported herein was prepared in conformity with generally accepted Canadian Institute of Mining, Metallurgy, and Petroleum’s (CIM) Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

The agreed Scope of Work was prepared by SRK in response to a specific request by Newmarket Gold, a review of documents provided by Newmarket Gold relating to the Project and subsequent discussions between Newmarket Gold and SRK.

The Scope of Work called for preparation of an NI 43-101 Technical Report on the Maud Creek Gold Project in compliance with NI 43-101 and Form 43-101 F1 guidelines.

The technical aspects of the scope of work included a review and update of the geological model and release of a Mineral Resource estimate, review of the geotechnical aspects and review of the metallurgical characteristics to support future technical work.

The Technical Report was assembled in Melbourne during the months of April 2015 to March 2016.

The Mineral Resource Statement reported herein was prepared in conformity with generally accepted CIM Exploration Best Practices and Estimation of Mineral Resource and Mineral Reserves Best Practices guidelines. This Technical Report was prepared following the guidelines of the Canadian Securities Administrators National Instrument 43-101 and Form 43-101 F1.

The purpose of this Technical Report is to present the geological review of the Maud Creek Gold Project. This report is based on information provided by Newmarket Gold to SRK and verified during site visits conducted in 2015 and any additional information provided by Newmarket Gold throughout the course of SRK’s investigations. The Qualified Persons have reviewed all relevant information and determined it to be adequate for the purposes of the Technical Report. The Qualified Persons do not disclaim any responsibility for this information. SRK has no reason to doubt the reliability of the information provided by Newmarket Gold.

This Technical Report is based on the following sources of information:

The SRK Group comprises over 1,400 professionals, offering expertise in a wide range of Resource engineering disciplines. The SRK Group’s independence is ensured by the fact that it holds no equity in any project and that its ownership rests solely with its staff. This fact permits SRK to provide its clients with conflict-free and objective recommendations on crucial judgment issues. SRK has a demonstrated track record in undertaking independent assessments of Mineral Resources and Mineral Reserves, project evaluations and audits, technical reports and independent feasibility evaluations to bankable standards on behalf of exploration and mining companies and financial institutions worldwide. The SRK Group has also worked with a large number of major international mining companies and their projects, providing mining industry consultancy service inputs.

The compilation of this Technical Report was completed by Peter Fairfield, Principal Consultant (Project Evaluation), BEng (Mining), FAusIMM (No 106754) CP (Mining). By virtue of his education, membership to a recognised professional association and relevant work experience, Peter Fairfield is an independent Qualified Person (QP) as defined by NI 43-101.

Danny Kentwell, Principal Consultant (Resource Evaluation), MSc Mathematics and Planning (Geostatistics), FAusIMM, undertook a review of the Mineral Resources and geological aspects of the project and contributed to the relevant sections in this Technical Report. By virtue of his education, membership to a recognised professional association and relevant work experience, Danny Kentwell is an independent QP as defined by NI 43-101.

Table 2-1:      Site Visits

SRK would like to acknowledge the support and collaboration provided by Newmarket Gold personnel for this assignment. Their collaboration was greatly appreciated and instrumental to the success of this project.

SRK’s opinion contained herein is based on information collected by SRK throughout the course of SRK’s investigations, which in turn reflect various technical and economic conditions at the time of writing. Given the nature of the mining business, these conditions can change significantly over relatively short periods of time. Consequently, actual results may be significantly more or less favourable.

This report may include technical information that requires subsequent calculations to derive sub-totals, totals and weighted averages.

Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, SRK does not consider them to be material.

SRK is not an insider, associate or an affiliate of Newmarket Gold, and neither SRK nor any affiliate has acted as advisor to Newmarket Gold, its subsidiaries or its affiliates in connection with this project. The results of the technical review by SRK are not dependent on any prior agreements concerning the conclusions to be reached, nor are there any undisclosed understandings concerning any future business dealings.

This report has been prepared for Newmarket Gold and is based, in part, as specifically set forth below, on the review, analysis, interpretation and conclusions derived from information which has been provided or made available by Newmarket Gold, augmented by direct field examination and discussion with former employees, current employees of Newmarket Gold.

The Qualified persons have reviewed such technical information and determined it to be adequate for the purposes of this Technical Report. The Qualified Persons do not disclaim any responsibility for this information.

SRK have not performed any sampling or assaying, detailed geological mapping, excavated any trenches, drilled any holes or carried out any independent exploration work.

SRK did undertake geological and geotechnical logging of specific drillholes to assist in validating project assumptions.

The Maud Creek Deposit of Newmarket Gold described within this Technical Report is located within the Pine Creek region of the Northern Territory of Australia (Figure 4-1). There are other projects managed and owned by Newmarket Gold in the Northern Territory which are discussed further in Section 23, they include:

Figure 4-1:      Newmarket Gold’s general location – Northern Territory gold properties

The Maud Creek project comprises a total of 23 mineral titles (all granted) covering a total area of 29,489 ha (294.89 km²), as follows summarised in Figure 4-1.

Table 4-1:      Summary of Mineral Titles Maud Creek Deposit

The Project is located 20.7 km east northeast of the regional administrative centre of Katherine (population 9,800) and is just east of the Township of Katherine. The deposit and proposed infrastructure is located on ML30260 which was granted 14 April 2014 and will expire on the 13 April 2024.

Geographically, the Project is centred about 6.7 km straight line distance northeast of the Stuart Highway, 287 km southeast of Darwin (population 129,100), the capital city of the Northern Territory (population- 233,300), at Latitude 14°26’41”S Longitude 132°27’10” and UTM (AMG) coordinates (WGS 84, Zone 53L) 225407mE and 8401561mS, elevation 131 mASL.

Figure 4-2:      Maud Creek Gold Project Tenements

The Maud Creek Project area lies within land traditionally owned by the Jawoyn people, who continue to exercise their traditional cultural attachment to the Katherine region as the owners and co-managers (with the NT Parks and Wildlife Commission) of the Nitmiluk National Park. The project lies on freehold land (NT Portion 4192, a subdivision of Portion 4159), outside lands administered by the Jawoyn Aboriginal Land Trust and the proposed mining operations area does not intersect any other Aboriginal land trust parcels.

The key mining tenement required for implementation of the Maud Creek project is ML 30260. Newmarket Gold was granted tenure over ML30260 on 14 April 2014. The current tenure expires on 13 April 2024, at which time the tenement holder has the option to renew its holdings, providing it has adhered to tenement conditions and to reporting and expenditure obligations.

There are no registered or determined native title claims over the Project area.

A land use agreement is in place for the titles shown in Figure 4-3. This is termed the Michell Compensation Agreement, which was original signed in 1992 between Michell, Biddlecombe and Trescabe to compensate the landholder for being deprived of the use of the surface of land, any damage to the property through exploration activities and being deprived of land improvements. This agreement has been assigned and accepted by Newmarket Gold.

There is an agreement between Newmarket Gold- and the estate of Robert Biddlecombe relating to titles EL7775, EL8018 and MCN’s 4218 4225, (Figure 4-4), inclusive relating to a royalty payment for the mining of gold on these tenements. This is discussed further in Section 22.2.5.

Figure 4-3:      Agreements for Maud Creek Royalty

Figure 4-4:      Agreements for Maud Creek Royalty with Biddlecombe

The following is a summary of the agreement and royalties, provided to SRK by Newmarket Gold, further detail is presented in Section 22.2.5.

Government Royalty – payable to the Northern Territory under the Mineral Royalty Act (NT). The royalty rate is 20% of the net value of a saleable mineral commodity (in this case the gold concentrate) sold (or removed without sale) from a production unit (i.e. ML 30260) in a royalty year. The net value for the production is calculated by the following formula:

Net Value = Gross Realization – (operating costs + capital recognition deduction + eligible exploration expenditure + additional deductions)

Harmony Royalty – payable to Harmony Gold Operations Limited pursuant to a Deed of Assignment and Assumption dated 2 September 2009. Applies to all of ML 30260. The royalty rate is 1% of the value of all Gold as defined in the agreement (i.e. the Perth Mint price for gold with no deductions). The royalty is not payable before 250,000 ounces of gold produced. Note also the Decision to Mine payment of AUD2M (indexed to CPI).

Virotec Royalty – payable to Mt Carrington Mines Pty Ltd pursuant to a Deed of Assignment and Assumption dated 2 September 2009. Applies only to that part of ML 30260 that was formerly within MCNs 4218 to 4225. Royalty rate is AUD5.00 per ounce with respect to 80% of the gold produced.

Biddlecombe Conglomerate Royalty – payable to Robert Biddlecombe (estate) pursuant to a Deed of Assignment and Assumption dated 2 September 2009. Applies only to that part of ML 30260 that was formerly within MCNs 4218 to 4225. Royalty rate is 1% of the gross value received as sale proceeds of all mineralization, metals, minerals and other products, after payment of the expenses incurred in smelting and refining charges.

Note that the above summaries are based on a plain reading of the documents.

NT Build Levy

Although it is not a royalty, for the purposes of the financial modelling of the Maud Creek project the construction works associated with the Maud Creek project may be subject to a levy under the Construction Industry Long Service Leave and Benefits Act (NT) (Levy Act).

In summary, the Levy Act imposes a levy on Construction Work in the Territory where the costs of construction work, commenced after 7 April 2014, are AUD1 million or more. The levy must be paid, prior to construction works commencing, by the person for whom the work is to be done (i.e. Newmarket Gold). The definition of Construction Work applies to civil works and works for buildings and structures that form part of the land, including a range of repair and maintenance works with respect to such civil works or buildings and structures.

The levy rate for construction works that commence after 7 April 2014 is 0.1% of the costs of the construction work. The Levy Act specifies that the costs of Construction Work is the total contract prices for all the construction contracts in relation to the work.

Farm-out agreements provide for third parties to explore on mineral titles, which are not owned 100% or substantially controlled by Newmarket Gold. The following discusses agreements relevant to the Maud Creek Project.

On November 6, 2013, Thundelarra Exploration Limited Uranium Exploration (Thundelarra) withdrew from a joint venture agreement with Newmarket Gold. Thundelarra was replaced by Rockland Resources Pty Ltd (Rockland) as party to the joint venture agreement, a 100% owned subsidiary of Oz Uranium Pty Ltd. Rockland was then replaced as a party to the agreement with Oz Uranium Exploration Agreement for the Pine Creek Tenements. Rockland Resources Pty Ltd (Rockland), a wholly-owned subsidiary of Oz Uranium, and Crocodile Gold formed a joint venture on November 6 2013, in regards to uranium exploration and development on the Maud Creek, Burnside, Cosmo, Pine Creek, Union Reefs and Moline projects. Rockland has a minimum expenditure commitment of AUD1 million over the next four years. Rockland has the rights to apply for a mining tenement in its own right as long as it does not conflict with Newmarket Gold’s operations.

Over the past 12 months Rockland has been active in the Pine Creek region. They have conducted regional scale geophysical surveys and reviews (VTEM) as well as geochemical analysis, structural mapping and drilling in and around their currently identified uranium deposits. While one prospect is close to the Cosmo Mine (Fleur de Lys) no work has been conducted by Rockland on MLN993.

Land and Mining Property Swap Agreement - 2008

Land & Mining Property Exchange Deed (unregistered) and Land Use Deed dated 2008 (unregistered).

Parties involved:

BACKGROUND

This agreement relates to the transfer of the Moline Project from Michael Teelow to GBS Gold in exchange for the transfer of the Maud Creek farm and NT portion 4192 from GBS to Michael Teelow. The titles transferred to GBS included MLN 41 and 1059, EL’s 23605, 22966, 22967, 22968, 22970, 24262 and 24127 and MLA 24173.

PARTICULARS

As part of the property swap agreement Teelow, the lease owner, has the first right of refusal on any land sale at the Maud Creek farm. The tenement owner also has the Right of way over the property which allows the tenement owner the rights to establish easement over the farm. Newmarket Gold exercised this right and has established two easements over the farm for future access to the mine.

In 2014, Phoenix Copper Pty Ltd (now PNX Metals) entered into a Farm-in agreement with Newmarket Gold. The Heads of Agreement was signed in August 2014 and was completed in December 2014. The Farm-in agreement relates to exploration activities on the Burnside Exploration Licenses as well as at the Chessman (close to Maud Creek) and Moline projects.

The Farm-in Tenements include the Maud Creek Project including exploration licenses EL25054 and EL28902, and mineral lease ML30293.

The Farm-in agreement will allow Phoenix to earn up to 51% through the spending of AUD2 million on exploration activities over a two year period. They can then earn a further 39% by spending an additional AUD2 million for another two year period. This will potentially take their ownership of these projects to 90%. Newmarket Gold retains a claw-back right to precious metal discoveries. While this agreement is not over the Cosmo Mine area, it covers the exploration licenses that surround the Cosmo Deposit.

PNX Metals has been active since signing the Heads of Agreement in August 2014.

Figure 4-5:     Agreements for Maud Creek Farm-in with PNX Metals

In addition to any environmental impacts that would arise in connection with new mining or mineral processing activities, Newmarket Gold would generally be liable for the management and eventual rehabilitation of legacy impacts present at the Maud Creek site at the time that Newmarket Gold took ownership of the Project.

Exploration for a range of commodities (copper, molybdenum, uranium, gold) has occurred intermittently at Maud Creek since approximately 1890. Small scale gold mining and a limited amount of processing is reported to have occurred at the site in 1890 – 1891 and again in 1932 – 1934 (Mining One, 2013).

The most recent mining at Maud Creek occurred in 2000, when Katherine Mining NL conducted open cut mining for gold. Ore was treated offsite. In the order of 9 ha of disturbed land (comprising 2.7 ha associated with the pit void, 1.6 ha associated with the former ROM pad and approximately 4.7 ha occupied by a waste rock dump) remain from previous mining. Minor disturbance related to support infrastructure (access tracks, relocatable offices) also remains (Figure 4-5).

Vegetation mapping conducted in 2007 as part of baseline environmental studies for an environmental impact assessment of the proposed Terra Gold mining project at Maud Creek mapped an area of approximately 14 ha as cleared for mining and the Terra Gold EIA reported that Approximately 96 ha of savannah woodland vegetation has been cleared in the Maud Creek project area for pastoral development and to support exploration and historical mining activity (Crawford and Metcalfe, 2007; URS, 2008). Exploration disturbance (drillholes) arising during exploration activities subsequent to Crocodile Gold’s acquisition of the Maud Creek tenements in 2009 is reported to have been rehabilitated (Mining One, 2013).

In addition to direct clearing, historic mining activity is likely to have contributed to the establishment and spread of weeds, which are reported to be abundant and well established at Maud Creek, with dense infestations, especially along access roads and drainage lines and in disturbed areas. Some of the weeds recorded in the Project area are declared weeds under the NT Weed Management Act. Landholders are required to make a reasonable attempt to control and prevent the spread of declared weed species (Department of Land Resource Management, 2015).

Legacy features from previous mining at Maud Creek (notably the waste rock dump and pit void) may represent a potential source of acid or metalliferous drainage, however the limited surface and groundwater quality data for the site do not so far show the presence of significant impacts: water quality downstream of the site and in water storages at the site is generally in the range of values recorded upstream.

Figure 4-6:      Existing disturbance at Maud Creek (May 2007) (from URS, 2008)

Mining activities in the Northern Territory are fully bonded. That is, the NT government requires lodgement of a security to cover 100% of the estimated cost of rehabilitating any disturbance proposed by the tenement holder under its Mining Management Plan (MMP), together with the cost of rehabilitating any pre-existing disturbance on the tenement. Additionally, from 2013, tenement holders are required to make annual contributions to the Mine Rehabilitation Fund (MRF) established under the Mining Management Act. The MRF payments are a non-refundable annual levy of 1% of the total calculated rehabilitation cost applied to each mining operation.

SRK has not independently estimated the cost of rehabilitating existing disturbance within the Maud Creek tenements as part of this initial review.

Permitting of the Project would require the preparation of a Mining Management Plan (MMP), including a cost estimation of mine rehabilitation and closure works. The NT Government has developed an Excel spreadsheet for estimating the security deposit to be lodged to cover mine rehabilitation and closure.

In the Northern Territory environmental impact assessment and subsequent authorisation and regulation of the implementation of mining and related support activities is chiefly administered until three Acts:

The Mineral Titles Act 2010 also exerts a considerable influence on regulation of environmental aspects of mining activities in that it provides for a number of significant exemptions to licensing provisions under other Acts that would otherwise apply.

If a mining proposal has the potential to give rise to significant adverse impacts on a Matter of National Environmental Significance then it may also require referral to and assessment by the federal Department of the Environment (DotE) under the Environment Protection and Biodiversity Conservation Act 1999 (EPBC Act). A simplified flow chart showing the environmental impact assessment process is presented in Figure 4-6.

Although there are some differences in the duration and fine detail of the Public Environmental Review (PER) and Environmental Impact Statement (EIS) pathways, the overall processes are similar. The red arrow on the figure shows the point at which Terra Gold’s environmental permitting was terminated by the proponent.

The Maud Creek Project currently contemplated by Newmarket Gold has not been referred to the Northern Territory Environmental Protection Authority (NTEPA) or DotE for assessment. In 2006 Terra Gold referred a proposal for mining and processing of mineralization from Maud Creek to the NTEPA for assessment. The EPA determined that Terra Gold’s Maud Creek proposal should be assessed via the EIS pathway. A draft EIS report was issued for public review and comment in early 2008, but the proposal was ultimately withdrawn without completing the assessment process. Terra Gold also referred its Maud Creek proposal to the Commonwealth in 2006. In early 2007, the federal government determined that the Project was not a ‘controlled action’ under the EPBC Act.

It is likely that any future assessment of the Maud Creek project would follow a similar assessment path. Although much of the information produced for Terra Gold’s EIS would still be relevant, it would almost certainly be necessary to recommence the Project’s environmental assessment from the NOI stage (i.e., it would not be possible to re-activate the project assessment starting at the public exhibition phase). There is no fixed statutory timeline for the EIS process. A minimum of 18 to 24 months is typically required to progress from the NOI stage to completion of the EPA assessment.

Once the EIS process has been completed, permitting of operational aspects of the Project would be administered primarily under the Mining Management Act and the Waste Management and Pollution Control Act. Apart from the approvals required under these Acts, a range of authorisations or implementation conditions may arise under the following legislation:

Additional information on permitting of specific environmental and heritage aspects of the Project is presented in Section 20.2

Figure 4-7:      Simplified process diagram – NT environmental assessments

The Northern Territory is the least populated of all areas in Australia. It encapsulates a total area of 1.35 million square kilometers and accounts for 20% of the whole country; however, just 233,300 (ABS March 2012) or 1% of Australia's population reside there.

The Territory varies considerably in topography, climate, and infrastructure. The Top End, where the Northern Territory Gold Properties are located, is home to the Aboriginal Arnhem Land which includes the Kakadu National Park. The region is dry between April and September, and wet between October and March. During the wet season everything is green and there is no dust; however, the humidity and temperatures are high and access off road is difficult.

The centre is extremely arid, with greatly varying temperatures and is known as the Red Centre named because red is the predominant color found in the soil.

Darwin, Capital of the Northern Territory, lies on the coast to the north and provides the majority of infrastructure support and services for the mining industry. The Stuart Highway, which virtually bisects the country, is the main road that leads from Darwin to Alice Springs then on to Adelaide in South Australia.

Access is gained to the Project from Darwin by travelling south for some 314 road kilometers along the sealed Stuart Highway to the town of Katherine.

The Stuart Highway, the area’s major thoroughfare, and the Adelaide-to-Darwin transcontinental railway line bisect Australia in a north-south sense and provide access to the Maud Creek Property. The Project site is approximately 30km from the town of Katherine.

The Union Reefs processing plant, owned by Newmarket Gold is located approximately 185 km southeast of Darwin, 15 km north of the town of Pine Creek.

Major land uses are traditional Indigenous uses, nature conservation (including parts of Kakadu National Park and World Heritage Area and Litchfield National Park), urban and other intensive uses and grazing. Approximately 85,000 hectares have been cleared.

The region has undergone some localized clearing and the major land uses are grazing, nature conservation (including parts of Kakadu National Park and World Heritage Area and Litchfield National Park), traditional Indigenous uses and other intensive uses including horticulture.

The Daly Basin Bioregion consists of gently undulating plains and scattered low plateau remnants and has a tropical monsoonal climate with distinct wet and dry seasons and high temperatures throughout the year. Dominant vegetation is tropical eucalypt woodlands/grasslands and eucalypt open forests. Smaller patches of eucalypt woodlands and melaleuca forests and woodlands are present.

The major land use is grazing on native pastures and traditional Indigenous uses with some horticulture, grazing on modified pastures and nature conservation. The region has undergone some clearing (approximately 167,000 ha) for these developments the vegetation of the Maud Creek area consists largely of woodlands and open woodlands (predominant species – Eucalypts) that have been degraded by the impacts of cattle, buffalo and wild donkeys. No rare, threatened or endangered species have been identified in the area.

Generally the topography of the Property area is flat, locally gently undulating.

In the Maud Creek area, the terrain is flat lying to undulating. Ephemeral streams transect the project area and drain into the westward flowing Katherine River that flows all year. Land units occurring within the Maud Creek area include:

The Top End of the Northern Territory has a tropical monsoon climate characterized by two distinct seasonal patterns: the ‘wet’ monsoon and the ‘dry’ seasons. The wet season generally occurs from November through to April and the dry season between May and October. Almost all rainfall occurs during the wet season, mostly between December and March, and the total rainfall decreases with distance from the coast.

The mean daily maximum temperature, as recorded at Darwin on the northern coastline, is 31°C in the coolest months of June to August and 33°C in the hottest months of October and November. The mean daily minimum temperature in Darwin range from approximately 19°C (dry season) to 25°C (wet season). The average annual rainfall at Darwin is 1,713 mm.

The mean daily maximum temperature, as recorded at Katherine, is 31°C in the coolest months of June to August and 38°C in the hottest months of October and November. The mean daily minimum temperatures at Katherine range from approximately 13°C (dry season) to 24°C (wet season). The average annual rainfall at Katherine is 971 mm.

During the wet season, high intensity rainfall events are common, resulting in local flash flooding of ephemeral streams and watercourses. Mining operations are continuous throughout the year; however, increased ore stockpiling is undertaken in the lead up to the wet season thereby offsetting the reduced mining movements over that period. Experience has shown that it is best to shut down ore hauling during periods of extreme rainfall as damage to haul roads by large trucks may occur quickly.

The annual evaporation rate remains high throughout most of the Northern Territory, ranging from 2,400 mm to 4,000 mm per annum. Monthly evaporation exceeds rainfall for eight months of the year at the coast increasing to the whole year inland. It remains relatively high even during the wet season.

Climate gradually moves from seasonally wet tropical in the north to arid in the south, with corresponding changes in landscape, with areas of rocky escarpment and plateau which break a low relief in the north and rocky ridges in the south.

The Northern Territory has a diversity of vegetation that is maintained by its variety of climate and soils. Natural vegetation of the Properties is typical of savannahs of the northern part of Australia, dominated by Eucalypt species with a grassy understorey dominated by sorghum species. The Northern Territory is the only area in Australia that does not have conspicuous temperate flora.

In the north, the vegetation is typically tropical savannah (eucalypt woodland and eucalypt open woodland with a grassy understory). This landscape experiences dramatic seasonal changes with intense growth in the wet season (summer) and widespread fires in the dry season (winter). Famous worldwide for the tropical wetlands and rugged sandstone escarpments of Kakadu National Park, the wetlands are of importance for conservation, providing breeding areas, habitat and refuge for important wildlife populations.

From the north, a transition area moves from eucalypt woodlands into areas of melaleuca and acacia forests and woodlands and south into the spinifex (hummock grasslands), Mitchell grass (tussock grasslands) and acacia woodlands and shrublands. The vegetation increases in diversity around Alice Springs with areas of mulga, mallee, chenopods, hummock grasslands, small pockets of eucalypt woodlands and salt lakes.

Darwin has a population in excess of 129,000 and is the capital city of the Northern Territory. It is the administrative centre of the Northern Territory government and a major transportation hub, with an international airport and deep-water port and the Adelaide to Darwin transcontinental railway terminating at the East Arm port. As the largest city in the Northern Territory, Darwin also has excellent schools, hospitals, and retail, commercial and light industrial services.

A considerable proportion of consumer and other goods reaching the Northern Territory are brought by road from Queensland or South Australia. The Stuart, Arnhem, Kakadu, Barkley and Victoria Highways ensure high service levels to the Darwin region from the Australian capitals and other regional centres.

Despite its low population, the area between Darwin and Katherine in the Northern Territory is well serviced with infrastructure. Significant mining operations have been developed in the area over the past 30 years, with gold ore mining and processing operations conducted within or in close proximity to the project areas at Cosmo Howley, Brocks Creek, Pine Creek, Mount Todd and Union Reefs.

Katherine is a regional centre with a population of approximately 9,800 and enjoys excellent infrastructure, services and communications. This is the closest centre of population to the Maud Creek project.

The regional mining communities of Pine Creek (with a population of 450) and Adelaide River (population of 200) support the Burnside, Maud Creek and Moline gold projects.

The Arnhem Highway to the east southeast of Darwin provides a communication link to the Kakadu National Park and Jabiru, a town of 1,135, which provides accommodation for the uranium mines in the vicinity. Accommodation and services are available along the highway, primarily for the tourist trade.

Gold was initially discovered in the Maud Creek area in 1890 and a small plant was set up but ultimately abandoned in 1891. This is now called the Chlorite Hills and O’Shea’s area.

The area was re-looked at from 1932-34 when 400 tonnes of ore -produced 540 ounces of gold. Mining was from about 20 shallow shafts and small holes that were 6 - 12 meters deep with horizontal workings from 15 30 meters in length in the Chlorite Hills and O’Shea’s area.

Interest in the Maud Creek area was rekindled in the 1960s during an assessment of the mineral potential of the Top End of the Northern Territory. This study was prompted by the discovery of-significant uranium mineralization in the nearby South Alligator River valley in the mid 1950s.

The Northern Territory Geological Survey carried out IP surveys, soil sampling and petrographic investigations in the late 1970s as part of an assessment of an extension to the nearby township of Katherine.

Between 1966 and 1973 several companies including Western Nuclear Australia and Magnum Exploration NL explored the area for copper, gold and uranium. IP surveys and drilling of siliceous and gossanous breccias intersected low, albeit anomalous, concentrations of copper and molybdenum and numerous pyritic zones.

In 1973 Magnum Exploration NL (EL147) explored the breccia in the Red Queen/Chessmen area as part of a copper-uranium search. They considered the breccia to be similar to the Rum Jungle occurrence. They drilled 7 holes into the breccia and met with pyritic material with low copper values. They also dug trenches, and obtained anomalous copper and molybdenum values. They did not assay for gold.

In 1985 the Minerals and Exploration and Development Group (MEDG) of CSR Ltd explored the Maud Creek area. Stream sediment sampling returned a 1.3 ppb BLEG gold result about 1.3 km to the west of the old 19th century workings on Maud Creek (now called Chlorite Hills and O’Shea’s).

Placer Exploration purchased MEDG in 1987 and followed up on the BLEG anomaly with rock chip sampling and drilling which subsequently resulted in the discovery of the Gold Creek Zone.

Placer sold the deposit in 1992 to Kalmet Resources NL.

CSR Limited in 1986 held the Peckham Hill EL4874 that covered the Chessmen/ Red Queen prospect (located to the northwest of the Gold Creek Zone). They recognized that the breccia in the area previously mapped by the Bureau of Mines displayed epithermal textures. They conducted exploration programs comprising rock chip sampling, soil sampling, trenching and drilling at Red Queen and along strike. Some 10 km of strike of the breccia/veins were rock chipped and anomalous gold in a gossan sample was reported at Red Queen up to 6.63 g/t Au and 1.02% arsenic (AMG 8406034mN 221372E). The samples were also anomalous in copper, antimony, mercury and thallium.

Another gold anomalous breccia was located 1 km NE of Red Queen and this assayed 0.23 g/t Au. The remainder of the siliceous breccia gave values below 0.07 g/t Au. The north Chessmen location gave an anomalous stream sediment value (14.3 ppb gold at AMG 8406800N 331300E).

Soil sampling over the Red Queen prospect produced a peak value of 0.33 g/t Au at the western edge of the volcanic-sediment contact. The anomalous breccia also gave positive soil values. Another zone was detected in the north with a value of 0.32 g/t Au in sediments, but without obvious structural association.

Trenching by CSR was carried out in the Red Queen area to test the soil anomalies numbered T1 to T7. T1 coincided with a Magnum Exploration (1973) trench and anomalous gold, arsenic and copper were reported with the best gold value at 6.72 g/t Au from quartz veins in mafic fragmentals. T2, also in an adjacent Magnum trench gave a peak value of 0.61 g/t Au. Trench T3, located 30 m to the SW, met with a carbonated zone with a maximum value of 1 m @ 0.42 g/t Au. T4, on a soil anomaly, met with 2 m @ 0.33 g/t Au. T5 and T6 did not explain the soil anomaly. T7 met with a best result of 2 m @ 0.46 g/t Au.

Percussion drilling was carried out totalling 1,210 m in 9 holes (CMPDH series). - While promising mafic lithologies and chalecedony quartz-carbonate alteration were met with, the results were sub economic with the best values falling in the range 0.1 - to 0.4 g/t Au over intervals up to 19 m.

Between 1989 1990 Placer re-established the CSR grid at Red Queen/Chessmen and conducted soil sampling (412 samples) on a 25 m grid. Samples were assayed for gold, copper, lead, zinc and arsenic. They reported two zones of gold anomalism, one over quartz veins and sheared chert and the other with the western contact zone. The anomalies displayed little correlation with the CSR soil anomalies. Elevated base metal values appeared to correlate with the hematite stained volcanics.

Rock chip sampling and mapping comprised 29 samples and assays up to 4.1 g/t Au were obtained from hematite float in the western contact zone.

Two lines of IP, dipole-dipole, were carried out. A chargeability anomaly was attributed to black cherts. Ground magnetics were carried out over two airborne magnetic anomalies.

Five RC holes were drilled at Red Queen for 576 m. (RQP) Hole RQP5 drilled under a soil anomaly near the IP chargeability anomaly met with 10 m @ 0.95 g/t Au from 46 m and 8 m @ 0.97 g/t Au from 60 m. The associated lithology was black cherts. In general, attempts to correlate surface geology with the drilling proved confusing.

The Chessmen/Red Queen area was reduced to three MCNs and held as a second priority resource area following the discovery of the Main Zone gold deposit at Gold Creek. The trenches and drillholes were rehabilitated.

The Maud Creek project was owned by a number of companies until the acquisition of the project by GBS Gold in December 2006. Substantial drilling, in the order of 66,000- 90,000 meters of RC and diamond drilling, is reported on the project area during the period 1966 – 2006, oriented toward gold exploration.

During 1985 and 1986, CSR Limited (CSR) explored the area in an attempt to locate gold mineralization in the Lower Proterozoic dolerites. Work included 25 meter line spacing airborne magnetic and radiometric surveys, stream sediment sampling, soil sampling, rock chip sampling, petrographic sampling and trenching.

Between 1993 and 1997, Kalmet Resources NL (Kalmet) completed a series of drilling programs at Maud Creek. Metallurgical testing of five high-grade RC samples was completed and an environmental impact study was commissioned. Metallurgical studies showed the primary gold- bearing sulphide mineralization was refractory in nature and bio- oxidation tests were initiated. A close line spaced airborne magnetic and radiometric survey was contracted over a significant part of the land position (Figure 6-1). Interpretation of this radiometric data was completed by Independent Engineers in 2005 (Figure 6-2 and Figure 6-3).

Figure 6-1:      1997 airborne magnetic and radiometric survey

Figure 6-2:      Maud Creek area pits and prospects (Independent Engineers)

Note: interpreted from radiometric data

Figure 6-3:      Maud Creek regional geology and structural interpretation by Independent Engineers 2005

In 1997, Kilkenny Gold NL acquired Kalmet and undertook RC and diamond drilling. They carried out significant drilling and increased the global resource to 995,000 ounces (Indicated and Inferred Mineral Resources).

Further metallurgical test work was completed including pilot scale flotation and bio-oxidation program. In 1998, Signet Engineering completed a full feasibility study for the extraction and processing of oxide, transition and primary mineralization from Maud Creek. A comprehensive draft Environmental Impact Study was also produced.

In 1998 Kilkenny Gold commissioned SRK to complete a structural assessment and interpretation of aeromagnetic results. The report, maps and interpretation are quite detailed.

A major flood in the Katherine area in 1998 saw the loss of a significant amount of technical data in the form of reports and diagrams.

AngloGold acquired rights to mine the oxide zone of the Main Zone deposit at Maud Creek and treat the ore at the Union Reefs plant. Mining operations were conducted during 2000. A total of 173,581 tonnes grading 3.32 g/t Au for 18,527 ounces were obtained. Ore was trucked from Maud Creek to the Union Reefs mill.

Hill 50 Gold NL acquired the Maud Creek project from Phoenix Mining Ltd in March 2001 and conducted an extensive review of previous exploration, which identified five gold targets within the property. A program of rock chip sampling was conducted at the Runways prospect. Additional RC and diamond drilling was completed at Gold Creek and surrounding prospects.

In late 2001, Harmony Gold Company Ltd launched a takeover bid for Hill 50 and by mid 2002 had successfully completed the acquisition of the company and all its assets including the Maud Creek deposit. A photo geological interpretation of the property was completed by Snodin (2002), who recommend areas for further follow-up work.

In December, 2004, and prior to being acquired by GBS Australia, Terra Gold Mining Pty Ltd (TGM) purchased an option to acquire the Maud Creek project from Hill 50, which by that time had been acquired by Harmony Gold. In January 2005, TGM drilled a single combined percussion- diamond hole into the mineralized Main Zone to supply a limited quantity of sample for metallurgical test work purposes. Following a preliminary due diligence examination, in May 2005 TGM exercised its option to purchase the Maud Creek project.

In 2005, four holes totalling 711 meters consisting of 406 meters of RC pre collar and 305 meters of HQ3 diamond drill core were completed. These holes were designed primarily to provide additional samples for metallurgical test work.

In August 2005, GBS Gold Australia Pty Ltd, a wholly owned subsidiary of GBS Gold, announced its intention to acquire all of the issued share capital of Terra Gold Mining, including its interest in the Maud Creek Gold Project. The acquisition was completed in January 2006 and the 100% interest was transferred to GBS Gold.

GBS completed resource calculations as well as mining, geotechnical and hydrogeological studies of the Maud Creek deposit. They also completed an extensive EIS report on the deposit area.

An agreement to acquire a number of properties, including the Maud Creek property, was entered into on June 19, 2009 from GBS Gold International Inc. (GBS Gold) (in liquidation). GBS Gold operated the Tom’s Gully and Brock’s Creek underground gold mines, mined several open pit gold deposits and operated two gold processing plants, one at Tom’s Gully, the other at Union Reefs, near Pine Creek, Northern Territory, until September, 2008, when administrators were appointed.

On November 6, 2009, the mining tenements including the Maud Creek Property were registered in the name of Crocodile Gold, which became Newmarket Gold in July 2015.

The Maud Creek Project lies within the Archean to Paleoproterozoic Pine Creek Orogen (PCO) which is located in the north of the Northern Territory and extends from Katherine in the south to Darwin in the north (Figure 7-1). The PCO is exposed over 47,500km² and consists of a deformed and metamorphosed sedimentary basin with a thickness of over 4 km and overlies a Neoarchean (ca 2670-2500 Ma) granitic and gneissic basement (Ahmad & Hollis, 2013). The PCO hosts over a thousand mineral occurrences and is recognised as one of the most prospective mineral provinces within Australia (Ahmad & Hollis, 2013). Known resources include uranium, gold, and platinum group metals (PGMs), as well as substantial base metals, silver, iron and tin-tantalum mineralization.

Figure 7-1:      Pine Creek Orogen (northern orange zone) within the Northern Territory

(Source: Ahmad & Hollis, 2013)

The basement terrain of the PCO consists of a series of late Archean granite-gneiss basement domes which have subsequently been overlain by fluvial to marine sedimentary sequences of the Paleoproterozoic. These sequences have been divided into the Woodcutters and Cosmo Supergroups, which are separated by a major unconformity representing a time break of 160 Ma (Ahmad and McCready, 2001). Several highly reactive rock units are included within Cosmo Supergroup including carbonaceous shale, iron stones, evaporite, carbonate and mafic to felsic volcanic units of the South Alligator and Finniss River Groups. A northwest trending fabric is evident throughout these sequences resulting from greenschist facies metamorphism and multiphase deformation. A period of widespread felsic volcanism in aureoles between 500 m and 2 km wide overprint the earlier regional metamorphism following deposition of the Cosmos Supergroup (Snowden Report, 2008). A period of extension deformation following intrusions of these granitoids resulted in an extensive array of northeast and northwest trending dolerite dykes intruding the metasedimetary sequences.

Gold mineralization within the PCO is defined as orogenic in nature and is recognised to have common geological, geochemical, mineralogical and thermochemical characteristics (Ahmad & Hollis, 2013). Gold mineralization is commonly strongly structurally controlled within the region with gold exploiting structures such as anticlines, strike slip shear zones and duplex thrusts as well as located in proximity to the Cullen Granite Batholith (Snowden Report, 2008). Mineralization is commonly recognised within the upper Woodcutters Supergroup and Cosmos Supergroup, specifically within the South Alligator Group and lower parts of the Finnis River Group. Of particular stratigraphic importance for mineralization are the Wildman Siltstone of the mount Partridge Group and the Koolpin Formation, Gerowie Tuff, and Mount Bonnie Formation of the South Alligator Group and the Burrell Creek Formation of the Finnis River Group as well as the Tollis Formation (Figure 22) (Snowden Report, 2008). Goldfields hosted within these units include Pine Creek, Mount Todd, Howley, Golden Dyke, Maud Creek and Brocks Creek gold fields (Ahmad & Hollis, 2013). Descriptions of these prospective host units are briefly summarised as follows.

Figure 7-2:      Summary Stratigraphic Chart of the Pine Creek Orogen Source: Ahmad & Hollis, 2013

The Wildman Siltstone is the upper most unit of the Mount Partridge Group of the Woodcutters Supergroup and consists of a succession of laminated banded silty pyritic carbonaceous phyllite with minor sandstone and tuff beds, with an overall thickness of approximately 1,000 m. This unit is unconformably overlain by the Koolpin Formation of the South Alligator Group (Ahmad & Hollis, 2013).

The South Alligator Group is the oldest member of the Cosmos Supergroup and is divided into three units (Koolpin Formation, Gerowie Tuff, and Mount Bonnie Formation). Compositionally this group consists of a succession of iron rich sedimentary rocks, tuff, carbonate rocks, shale, greywacke and siltstone (Snowden Report, 2008). The Koolpin Formation is the lowermost unit of the South Alligator Group. It consists of sulphidic and carbonaceous argillite, ferruginous chert, ironstone, silicified dolomites and phyllitic mudstones which were deposited in a low energy environment (Ahmad & Hollis, 2013). The Koolpin Formation varies in thickness from less than 300 m to in excess of 1000 m. The Gerowie Tuff is up to 750 m thick and is comprised of mudstone, siliceous shale, siltstone and tuff with subordinate amounts of laminated cherts and carbonaceous siltstones. Minor quartz nodules and iron rich sedimentary sequences are additionally recognised (Ahmad & Hollis, 2013).

Numerous semi-conformable sills of pre-orogenic Zamu Dolerite intrude the Koolpin Formation and the Gerowie Tuff and vary in thickness from several meters to a few hundred meters. The Mount Bonnie Formation is the uppermost unit of the South Alligator group and consists of greywacke, carbonaceous siltstone, chert, tuff and ironstone and with a variable thickness between 150 and 400 m thick (Ahmad & Hollis, 2013).

The Burrell Creek Formation is the lowermost sequence within the Finnis River Group and is comprised of a thick (<3000 m) sequence of turbiditic sediments including greywackes, siltstones and mudstones (Snowden Report).

The Tollis Formation is the youngest member of the Finnis River Group and is host to several gold deposits including Maud Creek, Mount Todd, and Quigleys deposits (north, south, extended) (Ahmad & Hollis, 2013). This unit has limited aerial extent and consists of a succession of interbedded mudstone, slate, metagreywacke and minor felsic volcaniclastic shale that was conformably overlies the Burrell Creek Formation. This unit has previously been attributed to the El Sherana Group, however more recent interpretations of have placed this unit within the Finnis River Group (Ahmad & Hollis, 2013).

The Maud Creek gold field lies approximately 20km to the east of Katherine and lies within the south-eastern part of the Pine Creek Geosyncline (Figure 7-3). The Maud Creek goldfield hosts the historic Maud Creek Mine and the Maud Creek deposit (historically known as the Gold Creek deposit) (AngloGold Report, 2000). Proterozoic rock units in the Maud Creek area comprise the Tollis Formation, Maud Dolerite, Dorothy Volcanics (formerly Dorothy Volcanic Member), Edith River Volcanics, and Kombolgie Formation.

The Maud Creek deposit is hosted within the Tollis Formation which outcrops in the centre of the northwest of the Maud Creek area. This unit is typified by thin to thick beds of alternating greywacke and mudstone, minor conglomerate, altered mafic to intermediate volcanic rocks and banded ironstone. The Dorothy Volcanics consist of basaltic lava, pyroclastic rocks, tuffaceous sediments and sills and locally lie in faulted contact with the Tollis Formation (Ahmad & Hollis, 2013). To the east of the Maud Creek Deposit, the Muad Dolerite intrudes the Tollis Formation and outcrops as irregular bodies of up to 200 m in width (Snowden Report, 2008).

In the northern portion of the Maud Creek area, felsic volcanics of the Edith River Group are unconformably overlain by the fluvial sediments of the Kombolgie Formation. In the south and west the Tollis Formation is masked by Cambrian Antrim Plateau Volcanics and Tindals Limestone.

Figure 7-3:      Location Map of the Maud Creek Deposit

The Maud Creek deposit is hosted within the Tollis Formation of the Finnis River Group. Mineralization is associated with a north-south trending Gold Creek Fault Zone (GCFZ) that forms the contact between mafic tuffs of the Dorothy Volcanics to the east and sedimentary rocks of the Tollis Formation to the west. The GCFZ and primary Maud Creek mineralization dips steeply to the east (65-75 ). The GCFZ is characterized by intense deformed and brecciated to cataclastic zone up to 10 to 15 m width (AngloGold Report, 2000). The GCFZ and Maud Creek mineralization is associated with stockworks and massive quartz veining, silica flooding and brecciation as well as intense graphitic and chloritic alteration (Ahmad & Hollis, 2013). Additional alteration recognised includes silica, carbonate, fuchsite and haematite. The contact zone orebody geometry has been defined as lenticular in shape with a steep plunge (70-80) to the south-east. This principal mineralized zone extends approximately 250 m north-south, and ranges in width from several meters to up to 50m width. The deposit remains open at depth (Snowden Report, 2008). Mineralization is recognised to extend beyond the contact vein lodes, with dispersion up to 25 m into the hangingwall tuff and 5 m into the footwall sediments. Outside of the primary vein orebody minor hangingwall microbreccia zones are recognised predominantly occurring proximal to minor faulting parallel to the GCFZ (AngloGold Report, 2000).

Away from the main contact fault zone, gold is recognised within a subvertical shear zone which lies proximal to the contact of the Maud Dolerite (Snowden Report, 2008). Mineralization is less continuous in this zone, with the absence of any major vein lode systems evident.

Gold occurs within the deposit as both free gold and as refractory gold in pyrite and arsenopyrite (Snowden Report, 2008). Sulphides can constitute up to 5% of the orebody with pyrite and arsenopyrite and gersdorffite recognised. These sulphides form as disseminations as well as massive intervals containing up to 50% pyrite (Ahmad & Hollis, 2013). Quartz makes up the remaining gangue mineral of the orebody assemblage.

Ahmad & Hollis, 2013, Pine Creek Orogen: Ahmed M and Munsen TJ (compilers). Geology and mineral resources of the Northern Territory, Northern Territory Geological Survey, Special Publication 5.

The Maud Creek deposit is hosted within the Tollis Formation of the Finnis River Group. Mineralization is associated with a north-south trending Gold Creek Fault Zone (GCFZ) that forms the contact between mafic tuffs of the Dorothy Volcanics to the east and sedimentary rocks of the Tollis Formation to the west. The GCFZ and primary Maud Creek mineralization dips steeply to the east (65-75°). The GCFZ is characterized by intense deformed and brecciated to cataclastic zone up to 10 to 15 m width (AngloGold Report, 2000). The GCFZ and Maud Creek mineralization is associated with stockworks and massive quartz veining, silica flooding and brecciation as well as intense graphitic and chloritic alteration (Ahmad & Hollis, 2013). Additional alteration recognised includes silica, carbonate, fuchsite and haematite. The contact zone orebody geometry has been defined as lenticular in shape with a steep plunge (70-80°) to the south-east. This principal mineralized zone extends approximately 250 m north-south, and ranges in width from several meters to up to 50 m width. The deposit remains open at depth (Snowden Report, 2008).

Mineralization is recognised to extend beyond the contact vein lodes, with dispersion up to 25 m into the hangingwall tuff and 5 m into the footwall sediments. Outside of the primary vein orebody minor hangingwall microbreccia zones are recognised predominantly occurring proximal to minor faulting parallel to the GCFZ (AngloGold Report, 2000).

Away from the main contact fault zone, gold is recognised within a subvertical shear zone which lies proximal to the contact of the Maud Dolerite (Snowden Report, 2008). Mineralization is less continuous in this zone, with the absence of any major vein lode systems evident.

Gold occurs within the deposit as both free gold and as refractory gold in pyrite and arsenopyrite (Snowden Report, 2008). Sulphides can constitute up to 5% of the orebody with pyrite and arsenopyrite and gersdorffite recognised. These sulphides form as disseminations as well as massive intervals containing up to 50% pyrite (Ahmad & Hollis, 2013). Quartz makes up the remaining gangue mineral of the orebody assemblage.

The contribution from gold deposits in Proterozoic sedimentary basins to total gold production has increased markedly over the past two decades, both globally and within Proterozoic basins in Australia. Consequently, many Proterozoic basins are now considered high priority exploration targets.

A variety of genetic models, ranging from magmatic through hydrothermal to syngenetic, have been postulated in the past for the formation of gold deposits in the Pine Creek Geosyncline (Figure 8-1). Gold and base metal mineralization in the Pine Creek Geosyncline is commonly associated with granite intrusions and have often been classified as high temperature contact aureole deposits. A secondary host rock control has also been suggested due to the association of gold mineralization with carbonaceous metasedimentary rocks.

However, much of the gold mineralization occurred after the main intrusive event, the intrusion of the Cullen Batholith, and the relationship of gold mineralization and carbonaceous rocks is not the most important control on mineralization. More recently, authors have argued that gold mineralization is structurally controlled; occurring in brittle-ductile structures at the greenschist-amphibole facies boundary and hence has an epigenetic origin (Partington & McNaughton, 1997).

In places, e.g. the Cosmo-Howley area, duplex thrust folds with buckle folding or basin and dome structures appear to be more significantly mineralized. The presence of shear systems linking anticlines higher in the sequence also appears to have provided the ideal fluid focusing mechanisms to localize gold-bearing fluids.

Accepting that gold deposits of the Northern Territory have a structurally controlled mesothermal setting, then on the basis of host rock and mineral association they can be divided into seven types:

Native gold is the main ore mineral and is commonly present as micron sized grains; coarse nuggets are rare.

Gold is commonly associated with pyrite, arsenopyrite and pyrrhotite and in places with minor base metal sulphides. Quartz, chlorite, sericite and carbonates are the common gangue minerals in the gold quartz deposits.

All gold deposits in the Northern Territory show some structural control at the regional and deposit scales, with most deposits within the Pine Creek Orogen trending northwest-southeast. Base metal veins in the Pine Creek Orogen strike significantly differently than the gold veins, suggesting different discrete mineralizing events. They are interpreted to be syngenetic.

Most deposits show a preference for competency contrast situations in dilatant or low pressure zones, such as anticlinal crests, recurrent shear zones and necking zones. Gold mineralization is invariably late, occurring after orogenic events.

Common factors for most gold deposits include:

Five main types of mineralization have previously been recognized within the Pine Creek Orogen. These include:

The most important regional scale exploration vectors to the orogenic style of gold mineralization are:

Figure 8-1:      Structural – stratigraphic model for Newmarket Gold deposits

Pine Creek Orogen (Sener, 2004)

Assuming that the majority of gold deposits within the Pine Creek Orogen are structurally controlled and mesothermal/orogenic (cf. Groves et al. 1998) in origin, it is likely that the known gold deposits are associated with regional shear zones and fault systems that were formed during orogenesis. By analyzing maps displaying total magnetic intensity (TMI) data, a number of continuous, NNW- trending first-order faults can be defined within the sedimentary-dominated rock sequences of the Burnside tenement area (Figure 8-2).

The majority of known gold deposits within the tenement area are spatially associated with the first-order, NN-trending shear-zones. It is therefore likely that these first order shear zones acted as conduits for epigenetic gold bearing fluids during/after orogenesis and they control the distribution of gold mineralization known in the tenement area. Additional factors such as the presence of the South Alligator Group, proximal antiformal hinges (e.g., Cosmo-Howley) or converging secondary shear zones (e.g. Crosscourse) would also play an important role in localizing gold mineralization.

The major shear zones are separated by rock sequences that regularly preserve NNW-trending, doubly-plunging- anti-formal hinges with no clear evidence for strike-slip deformation along these NNW trending structures. South of the Burnside granite area, a series of NE-trending shear zones and faults have also been defined (Figure 8-2). Based on preserved asymmetries of rock sequences either side of these NE-trending faults, dextral-dominated strike-slip deformation possibly occurred along these relatively later structures.

Figure 8-2:      Pine Creek Regional structural interpretation

A total of 590 line kilometers of VTEM survey were flown in the Maud Creek area (Figure 9-1) in 2011 covering an - area of approximately 300 km². Line spacing was usually 200 meters in the northern area (NW SE direction) and at 400 meter line spacing (NE-SW direction) in the southern part of the area (Table 9-1). Southern Geoscience completed an initial interpretation and report of the survey data and Newmarket Gold geologists incorporating geology and available geochemistry reinterpreted this report (Figure 9-2).

Sixteen strong conductive targets and two moderately conductive targets were identified in the Maud Creek block. It should be noted that the strength and quality of conductors is significantly reduced from those defined at Burnside and Moline. The flat lying limestones and basalts that mask the underlying Proterozoic rocks likely play a significant role in the anomaly definition.

Figure 9-1:      Maud Creek Property with VTEM flight lines

Figure 9-2:      Strong VTEM Conductors on a 35 hertz conductor base map

The 25 m line spacing airborne magnetometer/radiometric survey flown by Kalmet in 1997 clearly defines the extent of the younger Atrium basalts (Figure 9-3) . Their signature produces a distinct noisy mottled effect on various manipulations of the magnetic data. The Maud Dolerites appear to have distinct magnetic anomalies along the margins of the body but the centre of the body appears to be magnetically quiet. It is quite possibly a differentiated intrusive.

Late, generally northeast trending dolerite dykes are readily apparent on the aeromagnetic image. Disruptions can be seen in these dykes indicating that later faults have created minor offsets.

Figure 9-3:      Merged 1997 and 2012 Aeromagnetic data with strong VTEM conductors (Card, 2012)

Table 9-1:      VTEM conductor prioritization – Maud Creek survey area

In the mid 1990’s a fairly extensive stream sediment survey (approximately 173 samples) was carried out in the Maud Creek area. Samples were taken along various drainage systems at sample spacing of 500 meters or closer. It is believed that a BLEG analysis was carried out with elements such as silver, copper, lead, zinc, bismuth, molybdenum and antimony also determined (Table 9-2).

In 2012 it was decided to stream sediment sample the 600 km² area of EL 28902 in order to quickly determine its mineral potential. Arnhem Exploration Pty Ltd were contracted to carry out the survey.

A total of 164 stream sediment samples were collected along streams at approximately 1 km spacing. Figure 9-4 displays the sample distribution over the- tenement area. Note that there is some duplication/overlap in the areas sampled with the 1996 97 survey. Samples were collected from several sites at any particular collection point in order to alleviate point anomaly sources. Each site was photographed. Samples were sieved to -75 microns in the field. A total of 9 duplicate samples were taken for QAQC purposes.

A visual examination of the QAQC sample duplicates indicates that the gold values exhibit good repeatability while the other elements returned acceptable levels of repeatability. It should be noted that one sample exhibited marginal repeatability in lead and copper.

A correlation matrix of the 2012 survey data population indicates that there are weak correlations between gold and arsenic (0.38), bismuth (0.36), nickel (0.42) and tin (0.37) . There are significantly higher correlations with silver and copper (0.87), lead (0.88), antimony (0.92), arsenic (0.61) and barium (0.66) . It is suspected that several mineral deposit types are present in the area and that the correlation relationships are reflecting those differing styles.

A brief statistical look at the results for selected elements from the 1996-97 survey and the 2012 survey in Table 9-2 reveals the following:

Table 9-2:      Comparative statistics between 1997 and 2012 soil survey results

There is a good agreement between gold and silver values for both surveys. There is a wide divergence for copper, lead and arsenic. The base metal soil anomaly located south of the Maud Creek deposit skews the 1997 survey results. If both surveys were to be merged then the latter 3 elements would have to be normalized before they could be plotted and displayed effectively.

Underlying geology plays a distinct role when it comes to interpreting the stream sediment data. Largely Cenozoic and Mesozoic materials that overlay Proterozoic lithologies and/or Cambrian age sediments or volcanics underlie the significant land area to the east of the Maud Creek deposit. The masking effect of these younger sediments has likely diluted any anomalous effects from underlying Proterozoic rocks so subtle anomalies need to be field checked. It is conceivable that there are windows through the younger sediments that expose the Proterozoic as they do at the Copper Breccia occurrence that are located at the east end of the original Maud Creek tenements.

The gold results generated a number of anomalies. Most obvious is the cluster of anomalous samples in the Maud Creek deposit area and that area, which is underlain by Maud Dolerite. The 1997 survey did not produce an extensive gold anomaly in this area. It is suspected that sampling the finer sediments in 2012 produced more consistent results.

The 1997 survey produced a strong and extensive Au anomaly in the Red Queen/Chessmen area (northwest part of the property). This area was not re sampled in 2012 but the area to the southwest was and the gold anomaly appears to extend into this area.

In the area that the geology map indicates (Figure 9-4) there is extensive cover a number of gold anomalies occur. These all have anomalous multi-element associations and all need to be ground checked.

Anomaly 1 is a cluster of two samples that are anomalous in gold, iron, chromium, arsenic, lead, molybdenum, tin and uranium. A preliminary interpretation of regional aeromagnetic data indicates that this anomaly may be situated within the southern limits of the Maud Dolerite unit (as defined by magnetics). SRK’s structural interpretation of the region carried out for Kilkenny Gold in 1998 indicates several large ENE trending structures that cut through this target area.

Anomaly 2 is one sample that is highly anomalous in gold (9.7 ppb) as well as molybdenum, bismuth and arsenic. The area should be resampled with either 3 or 4 stream sediments or a small soil grid established to cover the upstream area. The anomaly area does not exhibit any distinct magnetic signature

Anomaly 3 is a cluster of 4 samples that is anomalous in gold, copper, bismuth, arsenic, lead, chromium, uranium, tin, silver and barium. It is interpreted to be in the southern extension of Maud Dolerite. SRK’s structural interpretation of the region carried out for Kilkenny Gold in 1998 indicates several large ENE trending structures that cut through this target area. Anomaly 4 is located at the very northeast part of the survey area and is anomalous in gold, silver, iron, bismuth, arsenic, lead, chromium, uranium, tin and silver. The area is likely underlain by Tollis Fm. The regional magnetic data indicates it is proximal to a northeast trending dolerite dyke. Northwest trending structures can be interpreted. The gold in stream sediment anomaly appears to occur at the intersection of two major structures according to the SRK interpretation.

Anomalies 5, 6, 7, 8, 9 and 10 are one and two point anomalies. They all need to be ground checked. The extensive base metal anomaly defined from the Kalmet 1997 stream sediment and soil surveys is clearly defined on the normalized copper and lead stream sediment map. - It would appear that is may extend over a distance of 30 35 km. It obviously weakens to the east and west but this may be a function of increased thicknesses of younger cover. The base metal anomalous area is also defined with elevated values in barium, cadmium, chromium, iron, potassium, magnesium, manganese, nickel, tin and zinc.

The base metal anomaly in stream sediments and soils doesn’t appear to be directly related to any individual VTEM anomaly and there does not appear to be a correlation to any particular magnetic response. The area of the soil anomaly is largely underlain by young Cambrian aged volcanics, although one area is underlain by Maud Dolerite. If the geochemical response comes from the Proterozoic rocks then there is some sort of mechanism allowing it to percolate through the younger volcanics. Looking at the airborne magnetic and radiometric data it would appear that the base metal anomaly occurs at or very close to the younger volcanic – limestone contact. The geochemical anomaly can be traced for >10 km in a generally east west direction.

Figure 9-4:      Maud Creek Area – 2012 stream sediment survey – selected gold anomalous areas

In 1997 Kalmet carried out an extensive soil survey over the Maud Creek area on lines 400 meters apart and samples taken at 25 meter intervals but composited to 50 meter intervals (Figure 9-5). Samples were analyzed for gold, silver, copper, lead, zinc and antimony. A number of anomalous areas were defined but the coarse line and sample spacing didn't allow for accurate directional interpretations.

Early in 2012 fourteen target areas were identified and given a letter designation. These did not include the VTEM anomaly reprioritization. The objective was to determine through rock chips, soil sampling and mapping the location of possible future exploration drillholes.

Prioritized Targets:

Anomaly A UTM 221500E 8404400N

Anomaly B UTM 221500E 8406400N

Anomaly C UTM 221000E 8407400N

Anomaly D - UTM 222200E 8400000N

Anomaly E UTM 224000E 8401000N

Anomaly F UTM 224300E 8402400N

Anomaly G UTM 225000E 8401000N

Anomaly H - UTM 225400E 8401600N

Anomaly I UTM 226000E 8402000N

Anomaly J UTM 226700E 8401600N

Anomaly K - UTM 227600E 8401600N

Anomaly L - UTM 228200E 8401600N

Anomaly M UTM 226400E 8399600N

Anomaly N - UTM 227500E 8399600N

Figure 9-5:      Location of soil anomalies requiring further work

A limited field program carried out later in 2012, designed to investigate the 14 target areas, defined the following:

Anomalies A and B

Anomalies A and B were originally contoured with a north-south bias, however, field examination indicated that the anomalous gold-in-soil geochemical values should be- contoured in a north- northeast direction (Figure 9-6). When this was done two narrow gold-in soil geochemical trends- with coincident arsenic and antimony anomalous values were defined, coincident with two 020 025° trending felsic dykes and/or silicification/brecciation.

Additional detailed soil sampling was recommended and ultimately carried out in 2012.

Figure 9-6:     Red Queen – Chessman Area – Soil anomaly designation

The Chessman and Red Queen occurrences both occur on the northernmost trend (B) (Figure 9-6). The Chessman occurrence, located at UTM 8406600N; 221460E, is located south of a 58.6 ppb gold soil anomaly, and the Red Queen occurrence, located at UTM 8406230N; 221330E, south of a 11.3 ppb gold soil anomaly (both anomalies defined by past operators work). This siliceous zone on which both the Chessman and Red Queen occurrences are located continues southward for at least- an additional two kilometers, siliceous brecciated material located at anomalous gold in-soil sample sites which returned 33.9 ppb and adjacent to soil sample site which returned 11.6 ppb.

Anomaly H

Anomaly H was only briefly visited as it defines the known mineralization at the Main Maud Creek- deposit (Figure 9-8). The strongest gold-in soil analytical results occur exactly on what is now the Maud Creek open pit mined in 2000. The northern and southern extensions of the gold-in-soil anomaly defined the mineralized trend of the Maud Creek deposit.

Chlorite Hills (Northern part of Anomaly I)

The strong gold in-soil anomalous results at the north end of Anomaly I are probably defining the gold mineralization associated with the Chlorite Hills veining (Figure 9-7). Two fences of drillhole collars were located along a 25 x 25 meter grid spacing. Not all of these drillhole collars are in the Newmarket Gold database, however, those that are were drilled at a 270° azimuth, parallel to the observed quartz veining. Additional drilling completed by Kilkenny Gold was oriented in multiple directions, 320°, 140°, 180°, 90° and 270° azimuths. Anomalous gold, ranging from 0.54 g/t over 4 meters to 2.25 g/t over 4 meters, was intersected. The assembly of the drilling database for the Maud Creek Property area is still in progress.-

There were no surface indications of a north south structure as indicated by Hill 50 NL in an internal memo by Bob Watchorn, however, the drilling completed by Kilkenny with 090° and 270° azimuths did intersect- anomalous gold (up to 2.25 g/t over 4 meters), possibly indicating the existence of north south mineralized structures in the area.

A traverse was conducted between the Maud Creek open pit to the Chlorite Hills pits to try to determine if the mineralized quartz veins at Chlorite Hills extended to the Maud Creek deposit, however, there were no outcrop exposures until the Maud Dolerite. The contact between the Tollis Formation and the Maud Dolerite occurs at a north south oriented creek approximately 400 meters east of the Maud Creek deposit. A second traverse was completed from the Chlorite Hills 040° trending pits ending exactly at the one drillhole completed at the Surprise area, possibly indicating a 040° structure. (RC hole MCT-013 completed by Newmarket Gold 2011, 270° Azimuth, -60° dip. No significant gold analytical results were returned. The entire hole is in dolerite). There was no evidence noted to support previous interpreted north-south structures in this area.

O’Shea’s to Anomaly J

The O’Shea’s occurrence is located at UTM 8401920N, 0226920E. An outcrop of very fine grained siliceous rock disseminated with very fine sulphides with brecciated angular clasts to 10 cm occurs at the occurrence within coarse grained diorite. The silicified zone trends 30° with several pits excavated along its trend. Quartz vein mapping by Kilkenny Gold define NE trending veins in this area with additional minor NW trending veins.-

The main workings strike north south with drilling completed east-west. A fair amount of historical drilling has been completed at the occurrence. RC drilling in 1998 targeted the NE trending shearing and associated workings. The mineralization intersected a 2 to 4 meter wide quartz/sulphide shear within the dolerite dipping 60° to 70° to the southeast. -

A traverse at 30° was completed directly to Anomaly J (Jilleroo occurrence) gold in-soil geochemical target arriving onto a series of shallow pits (Figure 9-7). These pits were investigating siliceous hematitic, highly altered rock and quartz veining and/or brecciation in hematitic diorite. Minor malachite was noted along fractures. Shearing and quartz veining were striking 135°. Two sub- parallel 135° trending shears were observed.

The Jilleroo occurrence may be occurring at the intersection of the continuation southward of the 30° O’Shea’s shear and the 135° structures.

Figure 9-7:      Chlorite Hills and O’Shea’s soil anomaly designations - Anomaly G, south end of H and south end of I to O’Shea’s single point gold in-soil

Drawing a straight line lining up the eastern most anomalous gold-in-soil analytical result at Anomaly G (11 ppb) to the south end of Anomaly H (Maud Creek) (16 ppb) to Anomaly I (Surprise) (16.6 ppb) defines a 60° trending gold in soil anomaly (Figure 9-9). Extending this trend to the northeast the trend will pass immediately north of O’Shea’s and arrive at the Carpentania Pass target. The northeastern portion of this trend parallels a siliceous felsic dyke mapped in the area. This 60° trend has been noted numerous times throughout the property. The gold-in-soil analytical results may define a 60° crosscutting structure in the area or perhaps a fault that cuts the Maud Creek deposit at the southern end.