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1 TOPTUNG LIMITED ABN Level 8, 46 Edward Street, Brisbane QLD 4000 PO B ox 15505, Cit y E ast, Bris bane Q LD 4002 Austr ali a Tel: (07) F ax: (07) info@toptung.com.au Quarterly Activities and Cash Flow Statement For the 3 months ending 30 June 2016 (Quarter) COMPANY OVERVIEW TopTung Limited (TopTung) (Company) (ASX: TTW) is a mineral exploration company listed on the Australian Securities Exchange (ASX). During the Quarter the Company continued to advance the permitting and statutory applications in order to be able to conduct a drilling programme at the Torrington Tungsten and Topaz Project together with further metallurgical testwork see more detail in the Technical Activities section. CAPITAL STRUCTURE AND CASH POSITION The Company s summarised capital structure at 30 June 2016 is as follows: Issued fully paid ordinary shares: 114,935,740 Options (listed and unlisted): Nil Cash at Bank: $4.6 million Shareholders and potential investors should also review the Company s audited financial report for the financial year ending 30 June 2015 and Half Year Financial Report for 31 December 2015 to fully appreciate the Company s financial position. The audited financial report for 30 June 2016 will be lodged with the ASX before the deadline of 30 September Cash balances are placed on shortterm deposit and are monitored on a month to month basis in order to ensure funds are available for the commencement of drilling and associated field based activities. TECHNICAL ACTIVITIES REPORT TORRINGTON PROJECT UPDATE Overview and Highlights: Subsequent to the ASX announcement on 26 May 2016 that the Review of Environmental Factors (REF) and associated documentation including the work programmes (ESF4) had been lodged with the Division of Resources and Energy (DRE), the Company is pleased to confirm that its application has been assessed and that pursuant to section 23A(4) of the Mining Act 1992, a delegate of the Minister has granted the activity approval. Information on the increase sought in the EL rehabilitation deposits is now awaited from the Titles division of the DRE. The Company is presently seeking to acquire any remaining permits and authorisations to allow the drilling and associated activities to occur. 1

2 It is anticipated that a large diameter diamond core (DC) drill programme can be undertaken before yearend in order to get fresh metallurgical samples with the main resource drill programme (Reverse Circulation (RC) and DC) being delayed to early January These assumptions all depend on full approvals being received in time to arrange the necessary contractors. The rescheduled commencement dates are later than the anticipated September 2016 startup date (ASX 26 May 2016) due to the further delays in statutory approvals. However, given historical Torrington weather statistics, rain and wet conditions should be a lesser problem from January onwards and the drill programme may then be completed without a break (as required over the Christmas period) which should reduce overall logistical costs. Metallurgical testwork has continued during this reporting period on additional small batches of the bulk sample prior to processing the now remaining +700kg of the material. The testwork resulted in a successful processing route being envisaged comprising wet impact crushing to minus 1mm and the sequential screeningoff of the minus 300 micron fraction for spiral gravity concentration followed by (Wilfley) tabling. This process results in average recoveries of +80% of the contained tungsten, which is acceptable and may be improved upon during further refinement and proof of concept trials. However, the concentrate grade is only about 38% tungsten (W). Normally tungsten concentrate being sold is expected to contain a minimum of 62% W, so further work is required to clean the concentrate. The difficult part of the testwork has been to ensure high (+80%) recovery of the finely disseminated tungsten into a small mass with the minimal amount of process steps and without the use of chemicals (e.g. by flotation). This has now been achieved. The focus now is to get the concentrate grade to 62%W or better. This will entail various processing routes being tested. Given the reported lowgrade nature of the primary ore and its hardness due to the presence of topaz, research into methods to reduce the mass of material being processed will continue. As reported in the March 2016 Quarterly Activities Report, the XRay ore sorting trials failed. However, there has been some early success with optical ore sorting testwork on feed rock sizes of 10 to 25 mm in that it has been possible to separate finely disseminated tungsten (ferberite) mineralised and unmineralised silexite. This visual success is yet to be quantified, but if proven correct this will reduce the amount of material to be processed and increase its W grade, i.e. it will result in an improvement in the project s financial viability. Metallurgical testwork (see selected photographs appended to this report for reference): Literature research into the upgrading of the 38%W in the spiral and tabling gravity concentrate has been undertaken with laboratory benchscale magnetic separation being the only method tested to date. Given the tungsten at Torrington occurs as the mineral ferberite which contains some iron it is theoretically possible to magnetically separate this from the nonmagnetic minerals present. The minus 300 micron concentrate (and also the 212, 106 and minus 106 micron fractions of it) was processed using highpowered electromagnetic Carpco magnetic separation equipment operated by Scientific Services. Although this gave excellent results with a minimum recovery of 98% of the available tungsten into a reduced concentrate mass, the W grade only increased to about 44%. Importantly the successful magnetic separation testwork has shown the potential to bypass the use of tables in the gravity recovery process by going straight from the spirals to a magnetic separation process. This will be further investigated as it could simplify the processing plant dramatically. 2

3 Conceptually the above metallurgical testwork findings may therefore result in a smaller and vastly simplified process flowsheet for a commercial tungsten recovery plant at Torrington as follows: Crush and screen the mined rock to 25mm with the 10 to 25mm fraction being optically sorted. The mineralised (smaller) mass will be returned to the minus 10mm fraction for wet impact (or similar) crushing to minus 1mm, with either all this material or two separate screened fractions of minus 1mm and minus 300 micron being concentrated through spirals and then magnetically separated without the requirement of tabling or other gravity or metallurgical processing. The resultant concentrate will then be further cleaned (by a yet to be determined process) to ensure a +62% W product is produced for sale. Improving this entire process this will be the main focus of research in the nearterm. Torrington is historically renowned for the occurrence of large masses of ferberite and coarse grained mineralisation in veins and bungs as referred by historical smallscale miners. The processing route as described above will also recover any such mineralisation during mining. The chemical composition and minerals occurring in the balance of the heavy material in the concentrate has yet to be determined as it too may have commercial value. Detailed chemical and mineralogical studies will be undertaken during the third Quarter to determine this mineral and chemical composition, followed by conceptual separation methods which will include sequential magnetic separation. The final remaining bulk sample metallurgical testwork has been put on hold until the composition of the concentrate has been resolved. Lowkey research on uses and applications for the topaz is ongoing. Scientific partnering and consultant programmes will be intensified in the third Quarter. The recovery of topaz in a gravity processing plant was successfully done in the past at Torrington and will be included in due course as explained in the March Quarterly, but is not seen as a metallurgical problem and could have positive project economic implications. QEMSCAN mineralogical studies This study has shed light on many aspects of the ore and unmineralised silexite including liberation sizes and composition of minor impurities in both the tungsten and topaz. Its findings will be invaluable going forward. For, and on behalf of, the Board of Directors of TopTung Limited, Dr Leon Pretorius Executive Chairman TopTung Limited 27 July 2016 For any enquiries please contact Martin Kavanagh on , or Leon Pretorius on

4 Select photos from metallurgical testwork conducted during the quarter: Minus 1mm crushed product in this instance using a rod mill. Spiral concentration of the crushed sample. 4

5 Table concentration after spirals. The heavy minerals are concentrated to the left of the image. Minus 1mm concentrate after wet impact crushing, spiral and tabling. Note impurity levels. 5

6 Attempts to clean the concentrate on a Mozley table (fed R to L) was unsuccessful. A breakthrough using magnetic separation with 98% of the W reporting to the concentrate. 6

7 MINERAL TENEMENT INFORMATION As at 30 June 2016: Project Tenement No. Interest 31 Mar 2016 Interest 30 June 2016 New South Wales Current Torrington 1* EL % 100% Torrington 2* EL % 100% *Tenements held through Torrington Minerals Pty Ltd, a 100% owned subsidiary. WAIVER FROM LISTING RULE Shareholder approval has been obtained for the issue of 6,000,000 fully paid ordinary shares ( Tranche 3 Shares ) as part of the acquisition of two exploration licences in NSW known as the Torrington Project from Resolve Geo Pty Ltd ( Resolve ). This waiver has been obtained to issue the shares more than three months after approval at the meeting on 14 August 2015, on the proviso that the Company provides a note stating the terms on which this issue will occur. The Tranche 3 Shares are to be issued 20 business days after the Company prepares: a final investment decision affecting the licences (as defined in the agreement); and applies for one or more mineral leases over the area/s of mineralisation described in the final investment decision and in any event no later than 31 December COMPETENT PERSON STATEMENT I, Leon Eugene Pretorius, confirm that I am the Competent Person for the purposes of releasing exploration results for the Torrington Project and: I have read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition); I am a Competent Person as defined by the JORC Code, 2012 Edition, having five years experience that is relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility; I am a Fellow of the Australian Institute of Mining and Metallurgy (CP) Member No ; and, I have reviewed the Quarterly Report to which this Consent Statement applies. I am the Executive Chairman and a significant TopTung Limited shareholder. I have disclosed to the reporting company the full nature of the relationship between myself and the company, including any issue that could be perceived by investors as a conflict of interest. I consent to the inclusion of Exploration Results in the Quarterly Report in the form and context in which it appears. 7

8 Rule 5.3 Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10. Name of entity TopTung Ltd ABN Quarter ended ( current quarter ) June 2016 Consolidated statement of cash flows Cash flows related to operating activities Current quarter $A 000 Year to date ( 12 months) $A Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration (115) (56) (390) (426) 1.3 Dividends received 1.4 Interest and other items of a similar nature received Interest and other costs of finance paid 1.6 Income taxes (paid)/received 1.7 OtherRefund of rentals on relinquished tenements OtherNorthern Territory fine and associated legal costs 51 (234) Net Operating Cash Flows (153) (861) Cash flows related to investing activities (see note 2 in section 1.25 below) 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other tenement security deposits Otherbuilders retention payment 28 (7) Net investing cash flows Total operating and investing cash flows (carried forward) (153) (840) + See chapter 19 for defined terms. 30/9/2001 Page 1

9 1.13 Total operating and investing cash flows (brought forward) (153) (840) Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other Capital Return of 5 cents/share (4,027) Net financing cash flows (4,027) Net increase (decrease) in cash held (153) (4,867) 1.20 Cash at beginning of quarter/year to date 4,711 9, Exchange rate adjustments to item Cash at end of quarter 4,558 4,558 Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter $A' Aggregate amount of payments to the parties included in item Aggregate amount of loans to the parties included in item Explanation necessary for an understanding of the transactions Included in Operating and Investing Cash Flows were the following items: 1. Amounts paid to directors include consulting and directors fees totalling $ 54k. Noncash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Nil 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest Nil + See chapter 19 for defined terms. Page 2 30/9/2001

10 Financing facilities available Add notes as necessary for an understanding of the position. Amount available Amount used $A 000 $A Loan facilities 3.2 Credit standby arrangements Estimated cash outflows for next quarter $A Exploration and evaluation Development 4.3 Production 4.4 Administration 130 Total 253 Reconciliation of cash Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. Current quarter $A 000 Previous quarter $A Cash on hand and at bank Deposits at call or term < 3 months 5.3 Bank overdraft 5.4 Other (provide details) 4,372 4,410 Total: cash at end of quarter (item 1.22) 4,558 4,711 + See chapter 19 for defined terms. 30/9/2001 Page 3

11 Changes in interests in mining tenements 6.1 Interests in mining tenements relinquished, reduced or lapsed Tenement reference Nature of interest (note (2)) Nil Interest at beginning of quarter Interest at end of quarter 6.2 Interests in mining tenements acquired or increased Nil Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates. 7.1 Preference + securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions Ordinary securities Total number Number quoted Issue price per security (see note 3) (cents) Amount paid up per security (see note 3) (cents) 114,935, ,935,740 Various Fully Paid 7.4 Changes during quarter (a) Increases (b) Decreases Convertible debt securities (description) + See chapter 19 for defined terms. Page 4 30/9/2001

12 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted 7.7 Options (description and conversion factor) Exercise price Expiry date 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired/Cancell ed during quarter 7.11 Debentures (totals only) 7.12 Unsecured notes (totals only) + See chapter 19 for defined terms. 30/9/2001 Page 5

13 Compliance statement 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4). 2 This statement does give a true and fair view of the matters disclosed. Sign here:... Date: 27 July 2016 (Company Secretary) Print name: Mike Meintjes Notes 1 The quarterly report provides a basis for informing the market how the entity s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report. 2 The Nature of interest (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities. 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report. 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. == == == == == + See chapter 19 for defined terms. Page 6 30/9/2001

TOPTUNG LIMITED ABN

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