Settlement of the Devon Joint Venture

KEY HIGHLIGHTS

• Linden Gold Alliance Limited (Linden) and Matsa Resources Limited (Matsa) have agreed a non-binding arrangement to settle and terminate the Devon Gold Mine Joint Venture (JVA).
• Linden will exit the joint venture and be granted a net profit share to a maximum of $4.0m payable from future mining operations at (or the sale of) the Devon Pit Gold Mine (the Project).
• Both parties are working towards the execution of a binding agreement expected to be executed within 14 days.
• All disputes between the parties will cease upon execution of the binding agreement.

Linden Gold Alliance Limited and its subsidiary Devon Gold Project Pty Ltd (in its capacity as JV manager) advise that a non-binding agreement has been signed with Matsa and its subsidiary Matsa Gold Pty Ltd to settle and terminate the Devon JVA.

Under the terms of the non-binding agreement:

1. 1. Linden and Matsa will enter into a binding agreement within 14 days which, once signed, will terminate the JVA with immediate effect.
   2. Linden will exit the JV with Matsa retaining its ownership of the Project.
   3. Linden will be granted a net profit share in the Project to a maximum of $4.0m which is payable from future mining operations at (or the sale of) the Project.
   4. The net profit share is based on Matsa paying Linden 50% of the quarterly net profit from mining operations, being gross proceeds after recovery of all pre-development, development, exploration, mining, financing and other costs associated with bringing the Project into production following the date of the binding agreement.
   5. Matsa retains the right to manage and deal in the asset subject to the acknowledgement of Linden’s net profit share.
   6. The parties have agreed to a fixed timetable to settle the JVA with the binding agreement to be executed within 14 days reflecting all the terms and conditions of the non-binding agreement and further time based obligations to ensure an orderly settlement.
   7. Both parties will release and discharge each other from all liabilities and claims that may have arisen from the disputes under the JVA.