Emerald Resources NL : Recommended and Unconditional Takeover Offer Extended

ASX Announcement

& Media Release

14 January 2022

Fast Facts

ASX Code: EMR

Shares on issue: 537,761,407

Market Cap: ~A$613 million

Cash: A$15.4 million (at 30 September 2021)

Board & Management

Simon Lee AO, Non-Executive Chairman

Morgan Hart, Managing Director

Mick Evans, Executive Director

Ross Stanley, Non-Executive Director

Billie Slott, Non-Executive Director

Mark Clements, Non-Executive Director

and Company Secretary

Bernie Cleary, Operations Manager

Brett Dunnachie, Chief Financial Officer

Company Highlights

• First mover in an emerging gold province in Cambodia;
• Okvau Deposit: Indicated and Inferred Mineral Resource Estimate of 1.14Moz at 2.0g/t Au;
• Project built in 2021 on time on budget and now in production;
• Forecast economics demonstrates high grade, low cost, compelling project;
  o Ore Reserve of 14.3Mt & 2.0g/t Au for 0.9Mozs in a single open pit with waste:ore ratio of 5.8:1;
  o LOM average annual production of 106,000ozs pa;
  o AISC US$754/oz over LOM (at a US$1,450 gold price assumption);
• Mineral Investment Agreement governs significant tax and duty concessions for first 5 years and includes offshore arbitration process;
• Highly credentialed gold project operational and development team;
• Significant resource growth potential;
• Focussed on a net positive impact on near-mine environmental and social values by targeting strict compliance with corporate governance, international guidelines (IFC PS's) and local law by engaging and collaborating with all stakeholders.

Registered Office

1110 Hay Street

West Perth WA 6005

1. [phone]

1. [phone]

1. www.emeraldresources.com.au

Recommended and Unconditional

Takeover Offer for Bullseye Extended

Emerald Resources NL (ASX: EMR) (Emerald) refers to its announcement dated 6 January 2022 declaring its recommended takeover bid for all of the issued shares of Bullseye Mining Limited (Bullseye) that it does not already own (Offer) free from all conditions.

The Takeovers Panel (Panel) have decided to conduct proceedings with respect to the application made by Hongkong Xinhe International Investment Company Limited to the Takeovers Panel (Panel) in relation to the affairs of Bullseye (Proceedings).

In light of the Proceedings, Emerald has provided an undertaking to the Panel that it will not, without the Panel's consent, take any steps to process acceptances of, or issue any shares to accepting Bullseye shareholders under the Offer until the determination of the panel in the Proceedings.

Given the Offer is unconditional and remains open for acceptance, Emerald will continue to receive acceptances from Bullseye shareholders during this period.

Emerald has today resolved to extend the closing date of the Offer to 5:00pm (WST) on Friday, 28 January 2022.

As at the date of this announcement, Emerald confirms that it now has a relevant interest in 55.85% of the 445,599,851 Bullseye shares currently on issue, comprising:

• 75,692,283 shares held directly by Emerald; and
• 173,183,529 shares pursuant to acceptances of the Offer by Bullseye shareholders.

Attached to this announcement is a formal notice under section 650D of the Corporations Act 2001 (Cth) (Corporations Act) in relation to the extension of the closing date.

Bullseye shareholders that have any questions relating to the Offer or how to accept the Offer made to them, should contact the Company Secretary of Emerald on [phone], or your professional financial adviser.

Emerald Managing Director Morgan Hart commented "Whilst it is disappointing that our recommended and unconditional takeover offer has been delayed by an application made to the Takeovers Panel by a single Bullseye shareholder with an equity interest of circa 14%, we have been extremely happy with the significant take up by Australian domiciled Bullseye shareholders. We look forward to the remaining international domiciled Bullseye shareholders joining us."

This ASX release was authorised on behalf of the Emerald Board by: Morgan Hart Managing Director.

For further information please contact

Emerald Resources NL

Morgan Hart

Managing Director

Forward Looking Statement

This document contains certain forward looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates and projections about the industry in which Emerald Resources operates, and beliefs and assumptions regarding the Company's future performance. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks"' "estimates", "potential" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known or unknown risks, uncertainties and other factors, some of which are beyond the control of the Company, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, which reflect the view of Emerald Resources only as of the date of this announcement. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Emerald Resources will not undertake any obligation to release publicly any revisions or updates to these forward- looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

This document has been prepared in compliance with the current JORC Code 2012 Edition and the ASX listing Rules.

The Company believes that is has a reasonable basis for making the forward-looking statements in this announcement, including with respect to any production targets and financial estimates, based on the information contained in this announcement. Reference is made to ASX Announcement dated 1 May 2017 and 26 November 2019. All material assumptions underpinning the production target or the forecast financial information continue to apply and have not materially changed. 100% of the production target referred to in this announcement is based on Probable Ore Reserves.

Emerald has a highly experienced management team, undoubtedly one of the best credentialed gold development teams in Australia with a proven history of developing projects successfully, quickly and cost effectively. They are a team of highly competent mining engineers and geologists who have overseen the successful development of gold projects in developing countries such as the Bonikro Gold Project in Cote d'Ivoire for Equigold NL and more recently, Regis Resources Ltd.

Competent Persons Statements

The information in this report that relates to Exploration and Grade Control Results is based on information compiled by Mr Keith King, who is an employee to the Company and who is a Member of The Australasian Institute of Mining & Metallurgy. Mr Keith King has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Keith King has reviewed the contents of this release and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which it appears.

The information in this report that relates to the Mineral Resources for the Okvau Gold Deposit was prepared by EGRM Consulting Pty Ltd, Mr Brett Gossage, who is a consultant to the Company, who is a Member of the Australasian Institute of Mining & Metallurgy (AIG), and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined by the 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Gossage has reviewed the contents of this news release and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which it appears.

Information in this announcement that relates to Ore Reserves for the Okvau Gold Deposit is based on, and fairly represents, information and supporting documentation prepared by Mr Glenn Williamson, an independent specialist mining consultant. Mr Williamson is a Member of the Australasian Institute of Mining & Metallurgy. Mr Williamson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person (or "CP") as defined in the 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Williamson has reviewed the contents of this news release and consents to the inclusion in this announcement of all technical statements based on his information in the form and context in which it appears.

Page 2 of 3

No New Information

To the extent that announcement contains references to prior exploration results and Mineral Resource estimates, which have been cross referenced to previous market announcements made by the Company, unless explicitly stated, no new information is contained. The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcements and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

Page 3 of 3

Emerald Resources NL

ACN 009 795 046

Off-market takeover bid for Bullseye Mining Limited

Notice under section 650D of the Corporations Act 2001 (Cth)

Variation of offer - extension of offer period

To: Australian Securities and Investments Commission (ASIC); Bullseye Mining Limited (ACN 118 341 736) (Bullseye); and

each person to whom an Offer was made as described in section 650D(1)(c)(ii) of the Corporations Act 2001 (Cth) (as modified by ASIC Class Order [CO 13/521])

Emerald Resources NL (ACN 009 795 046) (Emerald) gives this notice under section 650D of the Corporations Act 2001 (Cth) (Corporations Act) in respect of its offer dated 13 December 2021 (Offer) in relation to its off-market takeover bid for all of the fully paid ordinary shares in Bullseye Mining Limited (ACN 118 341 736) that it does not have a relevant interest in, pursuant to its bidder's statement dated 8 December 2021 (Bidder's Statement).

Capitalised terms in this notice have the same meaning as given in the Bidder's Statement, unless the context requires otherwise.

Extension of Offer Period

Emerald gives notice under section 650D(1) of the Corporations Act that pursuant to section 650C(1) of the Corporations Act it varies the Offer by:

1. extending the period during which the Offer will remain open for acceptance until 5:00pm (Perth time) on Friday, 28 January 2022, unless withdrawn or further extended; and
2. replacing references to '14 January 2022' with '28 January 2022' in all places in the
   Bidder's Statement and the Acceptance Form where '14 January 2022' appears
   (or is deemed to appear) as the last day of the Offer Period.

Date of lodgement and disclaimer

A copy of this notice was lodged with ASIC on 14 January 2022. ASIC takes no responsibility for the contents of this notice.

Date: 14 January 2022

___________________________

Morgan Hart

Signed for and on behalf of Emerald Resources NL

___________________________

Mark Clements

Signed for and on behalf of Emerald Resources NL