CAPITAL STRUCTURE QUARTERLY ACTIVITIES REPORT AQX FOR …

CAPITAL STRUCTURE

AQX (Ordinary Shares on issue) 281M

AQXO (Options) 119M (3c Exp. 30 Sep

2017)

PROJECTS

Queensland

EPM 25520 Ngurupai (Horn Island)

EPM 25418 Kaiwalagal

New South Wales

EL 8225 Looking Glass

EL8469 Mendooran

EL8563 Mendooran North

EL8565 Mendooran South

ELA5500 Yarindury

BOARD & MANAGEMENT

Phillip Harman Non-Executive Chairman

Andrew Buxton Managing Director

Mark Kerr Non-Executive Director

Anne Adaley Company Secretary & CFO

SUBSTANTIAL SHAREHOLDERS

Andrew T Buxton 14.48%

Finico ATF Morris Family 7.88%

Mark Kerr 7.51%

Monzonite Inv. 6.65%

Maplefern 6.17%

ALICE QUEEN LIMITED

ABN 71 099 247 408

Suite 2, Ground Floor

21-25 Macquarie Street

Prahran VIC 3181

T +61 3 8669 1408

E [email protected]

W www.alicequeen.com.au

QUARTERLY ACTIVITIES REPORT FOR THE PERIOD ENDED 30 JUNE 2017

Alice Queen Limited (Alice Queen or the Company) is pleased to provide its Quarterly Activities Report for the period ended 30 June 2017.

HIGHLIGHTS FOR THE QUARTER

On 10 April 2017, the Company announced that it had entered in to a

conditional Option and Farm In Agreement with Newcrest Operations

Limited (Newcrest), a subsidiary of Newcrest Mining Limited

(ASX:NCM).

On 13 April 2017, the Company announced that it had closed its

$1.925m placement fully subscribed.

The Company commenced its Phase One Resource Definition drilling

program at its flagship Horn Island gold project on 1 May 2017.

During the quarter, the Company was granted two new tenements in

NSW being EL8563 and EL8565 which form part of the Newcrest

Option and Farm In Agreement.

The company made an application for a new tenement, ELA5500 in

NSW. Collectively, these new tenements are contiguous to, and expand

upon the ground holding of, its Mendooran EL8469 tenement.

On 5 May 2017, the Company announced that its Option and Farm In

Agreement with Newcrest had gone unconditional

ASX RELEASE DATE | 31 JULY 2017

ALICE QUEEN LIMITED | ASX RELEASE 31 JULY 2017 2

OPTION AND FARM IN AGREEMENT WITH NEWCREST

Alice Queen had previously announced on 8 March 2017 that it had entered into a Heads of Agreement with Newcrest for an Option and Farm In Agreement in respect of certain of its New South Wales tenements.

Newcrest, having satisfied its initial due diligence enquiries in relation to the subject tenements, executed the formal, but still conditional, Option and Farm In Agreement with Monzonite Metals Pty Ltd and Alice Queen on 10 April 2017.

The key commercial terms of the Option and Farm In Agreement, which at that time were still subject to a ‘no material adverse change’ clause and also a requirement that the parties agree upon a Minimum Commitment Exploration Program (Conditions Precedent), are:

Newcrest to have an option to obtain the right to earn an interest in EL 8469, EL8563 and EL8565 (the Tenements) by

incurring $2 million of exploration expenditure within the 24 months from the date on which the conditions above were

satisfied.

Of this $2 million, at least $1 million is required to be spent in the 12 months from the date on which the conditions above were

satisfied (Minimum Commitment Exploration Program).

Upon exercising its option, Newcrest will have the right to spend $3 million in the 24 months following the exercising the

option, to earn a 51% interest in the Tenements (Stage 1).

In the 60 months following the completion of Stage 1, Newcrest has the right to spend a further $5 million on exploration to

earn a further 29% interest in the Tenements (thereby bringing its total interest in the Tenements to 80%).

During the term of the Option and Farm In Agreement, Newcrest also has exclusivity over the Company’s Looking Glass

project.

On 5 May 2017, Alice Queen announced that the Conditions Precedent had both been satisfied and that the Option and Farm In Agreement with Newcrest had gone unconditional.

COMPLETION OF $1.925 MILLION PLACEMENT

On 13 April 2017, Alice Queen announced that it had closed its $1.925 million placement, to fund further development of its flagship Horn Island gold project, fully subscribed and had issued 55,000,000 new ordinary shares to investors at an issue price of $0.035 (3.5c) per share.

The placement attracted strong support from Alice Queen’s existing shareholders, including a number of its Top 20 shareholders, along with strong interest from a number of new strategic investors.

Funds raised through the placement were allocated predominantly to the funding of the Company’s Phase One resource definition drilling program at Horn Island.


COMMENCEMENT OF PHASE ONE RESOURCE DEFINITION DRILLING AT HORN ISLAND

Upon completion of the placement listed above, the Company embarked on its Phase One resource definition drilling program at Horn Island.

The Phase One program was initially developed as an 11 hole, HQ3 diamond core, program for a total of 1,635 metres. However, following visual examinations of some core samples from early drilling the Company felt that, whilst equipment was in place, it was worthwhile extending the program. The program was consequently modified and extended to a total of 12 HQ3 diamond core holes for a total of 2,656 metres and drilling was completed on 20 July 2017.

The Phase One program was specifically designed to test the Pioneer Lode area of the former Horn Island open pit. Phase One, Two and Three of the program are designed with the goal of converting the Company’s current Exploration Target up to Inferred Resource status. As a rough guide, the Pioneer Lode target area comprises around 25% – 30 % of the total Horn Island pit prospect area. Please see Figure 1. For plan view map of Horn Island Pit prospect and Pioneer Lode Target.

The Company’s upgraded Exploration Target for the total Horn Island Pit prospect area was previously announced to ASX on 14 March 2017 and is stated as follows:

A tonnage range of 8.5 to 10.0 million tonnes at a grade range of 2.7 - 3.0g/t gold, this now represents an exploration potential of 840,000-880,000 Oz gold *. The potential quantity and grade of the Exploration Target is conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource.

Figure 1. Plan view of the Horn Island Pit Prospect with completed drill holes and red shade over Pioneer Lode target.


* The Exploration Target was reported in the Company’s ASX announcement titled “Horn Island Exploration Target Update” released on 14 March 2017. The Competent Person responsible for the Exploration Target in that ASX announcement was Mr Richard Buerger. The Company confirms that it is not aware of any new information or data which materially affects the information included in that ASX announcement. The Company further confirms that the form and context in which the Competent Person’s findings are presented has not been materially modified.

The Company can confirm that at today’s date, all core samples have been logged, cut and shipped to ALS in Townville and, on that basis, it is expecting to be able to announce the results from Phase One in late August or early September 2017.

NEW SOUTH WALES TENEMENT ADDITIONS

During the quarter, Alice Queen, via its 90% owned subsidiary, Monzonite Metals Pty Ltd, was granted two new tenements along the Molong Volcanic Belt of central New South Wales. EL8563 and EL8565 known now respectively as Mendooran North and Mendooran South, are contiguous at either end of the Company’s existing EL8469 Mendooran tenement.

The Company pegged this additional ground to expand upon its coverage of magnetic targets that fit the porphyry model along the same geological structure that hosts the giant Cadia Valley mining operations of Newcrest (50M oz. Au and 9m tonnes Cu). As has been previously mentioned, these two new granted licenses have formed part of the Company’s recently executed Option and Farm In Agreement with Newcrest.

In addition, during the quarter, Alice Queen made an application for an Exploration License over additional ground immediately to the south of, and contiguous with, its EL8565 Mendooran South tenement. This new application, now known as ELA5500 Yarindury, was previously held by Anglo Gold Ashanti and adds a further 258 square kilometres of prospective ground along the northern undercover part of the Molong Volcanic Belt.

With the addition of these new tenements, the Company, via Monzonite Metals Pty Ltd, holds 906 square kilometres of exploration tenements in NSW, and is now one of the largest land holders along the northern Molong Volcanic Belt. Please see Figure 2, plan view map of NSW tenements.

TENEMENT SUMMARY

Tenement Location Current Holder*

Interest Area (Sub Blocks)

Grant Date Expiry Date

EPM 25520 Queensland Kauraru Gold Pty Ltd

100% 24 08/10/14 07/10/19

EPM 25418 Queensland Kauraru Gold Pty Ltd

100% 83 24/01/16 24/01/21

EL8469 New South Wales Monzonite Metals Pty Ltd

100% 100 30/09/16 30/09/18

EL 8225 New South Wales Monzonite Metals Pty Ltd

100% 74 06/01/14 06/01/18


100% 28 12/05/17 12/05/19


100% 14 17/05/17 17/05/19

ELA5500 New South Wales Monzonite Metals Pty Ltd

100% 86 Current Application

Current Application

Note: Alice Queen Limited holds a 84.5% equity interest in Kauraru Gold Pty Ltd. Alice Queen Limited holds a 90% equity interest in Monzonite Metals Pty Ltd.


Figure 2. Plan view of Monzonite Metals Pty Ltd NSW tenements


LISTED $0.03 (3C) OPTIONS EXPIRING ON 30 SEPTEMBER 2017

During 2016, Alice Queen granted a number of listed options to existing and new shareholders on the following basis:

a) On 20 September 2016, the Company issued a prospectus which detailed a bonus issue of options, with an exercise price of $0.03 (3c) and an expiry date of 30 September 2017, to be issued to existing shareholders on a 1 for 2 basis (Bonus Issue). The Bonus issue resulted in the issue of 94,972,409 listed options to existing shareholders at that time.

b) On 5 October 2017, the Company issued a prospectus which detailed a placement of 28,950,000 new ordinary shares at $0.03 (3c) with one free attaching listed $0.03 (3c) option expiring on 30 September 2017, for each share subscribed under the placement offer (Placement). The Placement was closed fully subscribed on 10 October 2016 and this resulted in the issue of 28,950,000 new ordinary shares and 28,950,000 new listed $0.03 (3c) options.

Given the expiry date of the options is 30 September 2017, Alice Queen now gives notice to all option holders that there is two months remaining in which these options can be exercised. An Option Exercise Form is available from the Company and option holders who wish to exercise their options should contact the Company Secretary by email on [email protected] or visit the Company’s website at www.alicequeen.com.au where the Option Exercise Form can be downloaded in PDF, along with instructions on how to complete the form.

Alice Queen advises that, in the event that all of the Company’s 123,922,409 listed $0.03 (3c) options expiring on 30 September 2017 are exercised, the resulting capital raised by the Company would be $3,717,672 less costs.

COMPETENT PERSON STATEMENT

The information in this announcement that relates to exploration results is based on information compiled by Mr Adrian Hell BSc (Hons) who is an employee of Alice Queen Limited. Mr Hell is a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Hell has sufficient experience that is relevant to the style of mineralisation and type of deposits under consideration and the activity being undertaken to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Mr Hell consents to the inclusion of this information in the form and context in which it appears in this report.

The information in this release that relates to the Exploration Target has been compiled by Mr Richard Buerger (BSc.). Mr Buerger is a full-time employee of Mining Plus Pty Ltd and has acted as independent consultant on the Exploration Target estimation. Mr Buerger is a Member of the Australian Institute of Geologists and has sufficient experience with the style of mineralisation, and deposit type under consideration and to the activities undertaken to qualify as Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code). Mr Buerger consents to the inclusion in this report of the contained technical information relating the Exploration Target estimation in the form and context in which it appears.

Phases One, Two and Three are designed with the goal of converting the Company’s current Exploration Target (8.5M – 10.0M tonnes at a grade range of 2.7 g/t to 3.0 g/t for 800,000 – 880,000 Oz’s of gold*) for the Horn Island Pit Prospect area to Inferred Resource status. The potential quantity and grade of the Exploration Target is conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource.


* The Exploration Target was reported in the Company’s ASX announcement titled “Horn Island Exploration Target Update” released on 14 March 2017. The Competent Person responsible for the Exploration Target in that ASX announcement was Mr Richard Buerger. The Company confirms that it is not aware of any new information or data which materially affects the information included in that ASX announcement. The Company further confirms that the form and context in which the Competent Person’s findings are presented has not been materially modified.

For and on behalf of the Board

Andrew T Buxton

Managing Director

M: +61 403 461 24

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

+ See chapter 19 for defined terms 1 September 2016 Page 1

+Rule 5.5

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16

Name of entity

Alice Queen Limited

ABN Quarter ended (“current quarter”)

71 099 247 408 30 June 2017

Consolidated statement of cash flows Current quarter $A’000

Year to date (12 months)

$A’000

1. Cash flows from operating activities

- - 1.1 Receipts from customers

1.2 Payments for

(559) (1,216) (a) exploration & evaluation

(b) development - -

(c) production - -

(d) staff costs (362) (738)

(e) administration and corporate costs (173) (577)

1.3 Dividends received (see note 3) - -

1.4 Interest received - -

1.5 Interest and other costs of finance paid (2) (2)

1.6 Income taxes paid - -

1.7 Research and development refunds - -

1.8 Other – Proceeds from Government Grant 96 96

1.9 Net cash from / (used in) operating activities

(1,000) (2,437)

2. Cash flows from investing activities

(22) (23)

2.1 Payments to acquire:

(a) property, plant and equipment

(b) tenements (see item 10) - -

(c) investments - -

(d) other non-current assets - -



Consolidated statement of cash flows Current quarter $A’000

Year to date (12 months)

$A’000

2.2 Proceeds from the disposal of:

- - (a) property, plant and equipment

(b) tenements (see item 10) - -

(c) investments - -

(d) other non-current assets - -

2.3 Cash flows from loans to other entities - -

2.4 Dividends received (see note 3) - -

2.5 Other – Refundable deposit (20) (20)

2.6 Net cash from / (used in) investing activities

(42) (43)

3. Cash flows from financing activities

1,926 2,298 3.1 Proceeds from issues of shares

3.2 Proceeds from issue of convertible notes - -

3.3 Proceeds from exercise of share options - 136

3.4 Transaction costs related to issues of shares, convertible notes or options

(116) (141)

3.5 Proceeds from borrowings - -

3.6 Repayment of borrowings - -

3.7 Transaction costs related to loans and borrowings

- -

3.8 Dividends paid - -

3.9 Other (provide details if material) - -

3.10 Net cash from / (used in) financing activities

1,810 2,293

4. Net increase / (decrease) in cash and cash equivalents for the period

37 992 4.1 Cash and cash equivalents at beginning of

period

4.2 Net cash from / (used in) operating activities (item 1.9 above)

(1,000) (2,437)

4.3 Net cash from / (used in) investing activities (item 2.6 above)

(42) (43)

4.4 Net cash from / (used in) financing activities (item 3.10 above)

1,810 2,293

4.5 Effect of movement in exchange rates on cash held

- -

4.6 Cash and cash equivalents at end of period

805 805



5. Reconciliation of cash and cash equivalents at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts

Current quarter $A’000

Previous quarter $A’000

5.1 Bank balances 805 37

5.2 Call deposits - -

5.3 Bank overdrafts - -

5.4 Other (provide details) - -

5.5 Cash and cash equivalents at end of quarter (should equal item 4.6 above)

805 37

6. Payments to directors of the entity and their associates Current quarter $A'000

6.1 Aggregate amount of payments to these parties included in item 1.2 144

6.2 Aggregate amount of cash flow from loans to these parties included in item 2.3

-

6.3 Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2

Fees to executive and non-executive directors of the Alice Queen Group.

7. Payments to related entities of the entity and their associates

Current quarter $A'000

7.1 Aggregate amount of payments to these parties included in item 1.2 -

7.2 Aggregate amount of cash flow from loans to these parties included in item 2.3

-

7.3 Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2



8. Financing facilities available Add notes as necessary for an understanding of the position

Total facility amount at quarter end

$A’000

Amount drawn at quarter end

$A’000

8.1 Loan facilities - -

8.2 Credit standby arrangements - -

8.3 Other (please specify) - -

8.4 Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those facilities as well.

9. Estimated cash outflows for next quarter $A’000

9.1 Exploration and evaluation 400

9.2 Development -

9.3 Production -

9.4 Staff costs 184

9.5 Administration and corporate costs 144

9.6 Other (provide details if material) -

9.7 Total estimated cash outflows 728

10. Changes in tenements (items 2.1(b) and 2.2(b) above)

Tenement reference and location

Nature of interest

Interest at beginning of quarter

Interest at end of quarter

10.1 Interests in mining tenements and petroleum tenements lapsed, relinquished or reduced

EPM 18699

East of Normanton in North Queensland (Surrendered)

100% 100% Nil

10.2 Interests in mining tenements and petroleum tenements acquired or increased

EL8563 & EL8565

East of Dubbo in Central NSW

ELA5500 East of Dubbo in Central NSW

100% via Monzonite Metals Pty Ltd

100% via Monzonite Metals Pty Ltd

Nil

Nil

100%

100%



Compliance statement

1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

2 This statement gives a true and fair view of the matters disclosed.

Sign here: .......................................................... Date: 31 July 2017 Company secretary

Print name: Anne Adaley

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 that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.

2. If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.

3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

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