USE OF PROCEEDS After deducting the estimated underwriters’...

USE OF PROCEEDS

After deducting the estimated underwriters’ commissions and offering expenses payable by us, we expect to receive net proceeds of approximately US$ from this offering (or approximately US$ if the underwriters exercise the over-allotment option in full), based on an assumed public offering price of US$ per ADS (which is the midpoint of the estimated offering range set forth on the cover page of this prospectus).

Each US$1.00 increase (decrease) in the assumed initial offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by approximately US$ million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 ADSs offered by us would increase (decrease) the net proceeds to us by US$ million, assuming the assumed initial public offering price of US$ per ADS remains the same and after deducting underwriting discounts and commissions.

The principal purposes of this offering are to provide capital to the Company to carry out the planned exploration and development activities on our Estelle Gold Project. The following table sets forth the intended use of the funds, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

	Use of Proceeds		Amount (USD)
1
2	Resource and exploration field programs		50%of net proceeds
3	- Diamond drilling – RPM resource infill/step-out, RC scout follow up - RC drilling (Nova owned rig) – Trumpet, Shoeshine, Muddy Creek, RPM, Stibium scout holes - Surface exploration programs
4
5	Feasibility studies		20%of net proceeds
6	- Process/metallurgy – heap leach, ore sorting, flow sheet optimization
7	- Environmental – Ongoing hydro surface/groundwater, wetlands, Geochem, fish, meteorology
8	- Resource estimation
9	- Mining studies
10	- Access infrastructure – Lidar, road design/survey/alignment construct
11	- Bi-product/critical minerals extraction
12
13	General working capital		30%of net proceeds

The expected use of net proceeds of this offering represents our current intentions based upon our present plan and business conditions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. We will have broad discretion in the application of the net proceeds in the category of “resource and exploration field programs” and investors will be relying on our judgment regarding the application of the proceeds of this offering. Depending on the outcome of our business activities and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different proportions than we currently anticipate.

Accordingly, all allocations will be at the sole discretion of our management and board of directors. See “Risk Factors.”

We may also use a portion of the net proceeds and our existing cash, cash equivalents and short-term investments, to in-license, acquire, or invest in complementary businesses, technologies, products, or assets. However, we have no current commitments or obligations to do so.

Pending our use of the net proceeds from this offering, we may invest the net proceeds in a variety of capital preservation investments, including short-term, investment grade, interest bearing instruments and U.S. government securities.