• Strategic position in the Pilbara region of Western Australia immediately adjacent to some of Australia’s most successful lithium and gold

explorers

• Five priority Lithium exploration tenements situated in the Pilgangoora and Mt Cattlin regions in WA demonstrating abundant pegmatite

mineralisation for immediate testing

• Pilbara based Pilgangoora tenements are also highly prospective for conglomerate-hosted gold with all adjoining neighbours reporting

positive gold results

• WEX holds 5,584km2 of highly prospective assets within the Gawler Craton and Musgrave Provinces, South Australia

• Binding Heads of Agreement executed with Oz Minerals to develop its Musgrave assets via a Farm-in and JV arrangement. WEX’s

Musgrave assets include numerous drill-ready Cobalt and Nickel-Copper tenements

• WPA Gawler Craton tenements play host to some of the World’s most successful mineral deposits (Olympic Dam, Carrapateena &

Prominent Hill) – land ownership dominated by some of the world’s largest mining companies

TRANSACTION SUMMARY

IssuerAusROC Metals Limited (“ARC”) soon to be

WEX

Transaction Initial Public Offering via Backdoor Listing

Security Fully Paid Ordinary Shares in WEX

Ranking Pari passu with existing ordinary shares on issue

Offer Price A$0.20 per share

Offer Amount A$4M – A$7M

Offer Size 20M – 35M Shares

CORPORATE SNAPSHOT & PROPOSED IPO STRUCTURE

Current ARC Shares on Issue 17,748,909

No. Shares to be Issued to WEX

Shareholders68,259,459

Funds to be Raised Price @ $0.20

(min. | max.)A$4M | A$7M

IPO Shares issued (min. | max.) 20M | 35M

Scrip consideration issued for

acquisition of Lithium Assets6.25M

Total Number of Shares post-IPO

(min. | max.)112,258,367 | 127,258,368

Market Cap. upon listing @ $0.20

(min. | max.)A$22M | A$25M

INVESTMENT OVERVIEW – DIVERSIFIED EXPLORER FOR HIGH DEMAND PRODUCTS LITHIUM, COBALT AND GOLD

WOOMERA EXPLORATION (WEX)

Initial Public Offering of up to A$7,000,000FOR SOPHISTICATED & PROFESSIONAL INVESTORS ONLY

Woomera Exploration (‘WEX’ or the ‘Company’) is seeking to undertake an Initial Public Offering (“IPO”) of up to 35M fully paid ordinary shares at A$0.20 per share. Total

funds to be raised of up to A$7,000,000. WEX have engaged Sequoia Financial Group (“Sequoia”) and Adelaide Equity Partners (“AEP”) to act as joint managers to the

Offer. This indicative Term Sheet outlines the terms and conditions of the which the IPO will proceed. Sequoia together with AEP makes no representation, gives no

warranty nor accepts responsibility for the accuracy or completeness of any recommendation, information or advice contained herein.

• 10 lithium tenements - 5 prospective for hard rock lithium covering the Pilgangoora area of the Pilbara and at Mt Cattlin near

Ravensthorpe and 5 salt lake projects in SE-Yilgarn prospective for lithium brines

• Pilbara tenements within the Pilgangoora Province – which hosts proven lithium resources as spodumene-bearing pegmatites

• Pilbara tenements lie within same granitoid complex as Pilbara Minerals’ (ASX:PLS) Pilgangoora Lithium project - one of the worlds

largest with Lithium Resources with 156.3Mt @ 1.25%Li20

• WEX to capitalise on recent Pilbara gold and lithium exploration activities which has further stimulated investor interest in the region

• Northern tenements are on a highly fractured NE trending structural corridor and monzogranites have locally abundant pegmatites

• Southern tenement on the edge of the east Pilbara granite greenstone terrane, known for rare-earth mineralised pegmatites

• Mt. Cattlin tenements, also prospective for hard rock lithium, lie within same volcanic province as Mt Cattlin mine, operated by Galaxy

Resources’ (ASX:GXY) with has a resource of 16Mt @ 1.08% Li2O

• Salt lake targets include Lakes Sharpe, Dundas, Cowan, Dumbleyung & Peak Charles - identified by Geoscience Australia for their high

concentrations of Lithium in brine

WEST AUSTRALIAN PROJECT TENEMENTS

DISCLAIMER:

This term sheet is not an offer of securities and is not a securities recommendation or financial product advice. The information contained in this term sheet is indicative

and provided strictly for information purposes only.

FORWARD LOOKING STATEMENTS

This document may include forward-looking statements. Forward-looking statements include, but are not limited to statements concerning WEX’s planned mining and

exploration programs and other statements that are not historical facts. When used in this document, the words such as “could”, “plan”, “estimate”, “expect”, “intend”,

“may”, “potential”, “should” and similar expressions are forward-looking statements. In addition, summaries of Exploration Results and estimates of Mineral Resources

and Ore Reserves could also be forward looking statements. Although WEX believes that its expectations reflected in these forward-looking statements are reasonable,

such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.

SOUTH AUSTRALIAN PROJECTS – WORLD CLASS GAWLER CRATON & MUSGRAVE PROVINCE

WEX SIGNIFICANT SHAREHOLDERS OWNERSHIP (%) CONTACTS

Davan Nominees 24.7 Matthew Lindh (Lead Manager)

+ 61 432 363 933 | matthewlindh@sequoia.com.au

Duncan Gordon (Corporate Advisor)

+61 404 006 444 | dgordon@adelaideequity.com.au

Neville Martin 17.1

Don Triggs 12.1

Ballimore Exploration Pty Ltd 11.3

BID PROCESS

• WEX will only take bids from investors who qualify under section 708

of the Corporations Act. Firm Commitments are due by 5PM AEST

Friday 8 December

• WEX reserves the right to close the book early

Musgrave Projects

• JV / Farmin agreement in place with OZ Minerals

• Four tenements covering 3,058 km2 - prospective for nickel,

copper and cobalt, gold, silver-lead-zinc, platinum group elements

(PGE) and rare earths

• 12 exploration drill targets identified based on historic geophysical

and geochemical data

• Strong evidence of extensive Giles Complex ultramafic intrusives

with excellent potential for Ni, Cu, Co, Cr, Au and PGE deposits

• Initially, seven targets to be drilled as part of the OZ Minerals Joint

Venture

Gawler Craton Projects

• Five tenements covering 2,526km2 across the Gawler Craton

region in South Australia

• The land in this region is tightly held with ownership dominated by

some of the world’s largest mining companies including BHP

Billiton, Rio Tinto, Fortescue, OZ Minerals

• A number of drill-ready Cu-Co and Au-Ag targets have been

identified from historical geophysical and geochemical data

• Drill ready targets in close proximity to road and rail infrastructure

• Digital datasets have been compiled and exploration programs are

ready for commencement

BOARD & MANAGEMENT

Neville Martin: Non-executive Chairman

Former partner (now consultant) with law firm Minter Ellison with over 40 years experience in corporate, mining, and oil & gas law. Currently

a director of Sundance Energy Australia Ltd, former Chairman of Adelaide Energy Ltd & former director of ASX listed Austin Exploration Ltd.

Gerard Anderson: Managing Director

Well-regarded figure within the Aus. resources sector. Previously a geologist with in excess of 42 years experience in exploration, mining

operations and resource geology across iron ore, gold and base metals projects. More recently, Managing Director at Archer Exploration

Ltd (AXE.ASX) and former MD of Centrex Metals Ltd (CXM.ASX). Former Exploration Superintendent Boddington Gold Mine, Chief

Geologist Bronzewing Gold Mine, Chief Geologist Kalgoorlie Consolidated Gold Mines, GM Golden Grove Operations, and GM Newmont

Joint Ventures. Gerard also has a post graduate degree in Business and a Masters in Mineral Economics.

David Lindh: Non-executive Director

Consults across corporate & commercial matters with >40 years’ experience as a lawyer & company director. Former Chairman ASX-listed

Centrex Metals Ltd & director of ETSA Corporation, Electranet & ASX-listed Enterprise Energy. Also director of various private companies.

Don Triggs: Executive Director

Don has in excess of 30 years experience consulting across resource, utilities, and IT sectors. Previous clients have included CRA/Rio Tinto,

Normandy, MIM, Xstrata, Optima Energy, Telstra, Santos, New Hampton Goldfields and Mineral Deposits Limited. Former GM of Primary

Resources Ltd (ASX:PRZ).

Adelaide Equity Partners Ltd 10.1

Marcus La Vincente 4.3

Gerard Anderson 2.0

Global Demand Breakdown of Lithium Ion Batteries by Type - 2015

APPENDIX A – INDUSTRY OVERVIEW

Cobalt - Lithium

There are three types of cobalt based battery technologies:

• Lithium Cobalt Oxide (60% Co) predominantly used in mobile phones, tablets, laptops and cameras

• Lithium Nickel Manganese Cobalt Oxide (15% Co) predominantly used in electric bikes, medical devices, electric vehicles and industrial

applications

• Lithium Nickle Cobalt Aluminium Oxide (9% Co) predominantly used in Tesla motor vehicles, medical devices and industrial and electric

powertrain

Cobalt based batteries continue to dominate the global supply with the technology supplying 68% of the global lithium ion battery market.

Demand for lithium ion batteries to create energy storage solutions is increasing, with global storage expanding from 46 GWh in 2011 to over

100 GWh in 2015 representing a five year 16.7% CAGR.

Additionally, ResearchInChina predict that between 2011 and 2020 the market is forecast to report a cumulative deficit of over 22,000t

creating pricing incentives. As a result, ResearchInChina predict a price of US$22/lb to be achieved.

Source: Cobalt Blue Replacement Prospectus, Independent Consultant’s Industry Report, ResearchInChina 2016

Global Lithium Ion Battery Market (GWh) 2011 - 2015

Copper Industry

• BMI Research have raised their 2017 copper price forecast from US$5,150 per tonne to US$5,500 per tonne as solid Chinese demand

growth and supply disruption concerns will keep prices elevated in the near term

• Over a multi-year horizon, BMI Research expect copper prices to gradually improve as outlined in the adjacent table

• World refined copper consumption is expected to outweigh production. China will be the biggest contributor to world consumption. ICSG

expects world usage to increase by >1.5% year-on-year, mainly because apparent demand in China is expected to increase by around

1.5%, although underlying “real” demand growth in China is estimated by others at around 4%. Usage in the rest of the world is also

expected to increase by 1.5%

Source: World Copper Factbook 2016, International Copper Study Group, Copper Market Forecast 2016/17 International Copper Study Group, BMI Research – BMI Copper

Report