THE MOST ANCIENT OF MATERIALS FOR THE MOST MODERN …

THE MOST ANCIENT OF MATERIALSFOR THE MOST MODERN APPLICATIONS

QUALITATIVE | BASALT | INGENUITY QBIK PTY LTD | CORPORATE OVERVIEW | NOVEMBER 2020

TRANSFORMING KNOWLEDGE INTO STRENGTH

All rights reserved without limiting the rights under copy right reserved below. Contents of this document may not be reproduced, stored in a retrieval system, transmitted in any form or by any means,

electronic, mechanical, photocopying, recording, e-mail or otherwise without prior permission of the publisher.Copyright © 01/10/2020 ©QBIK PTY LTD Edition 1 | Director Approved 3rd December 2020 | First Printed 4th December 2020

Although every effort has been made to ensure that this manual is free from error or omission, readers and users should be aware that the laws and financial environment are subject to change at short notice or without forewarning.

QBIK Pty Ltd, the author, and all persons associated with the preparation of this corporate overview document, do not accept any contractual, or other liability whatsoever in respect of its contents for any consequences arising from its use or representations made in relation to it.

Readers and users are advised therefore that this manual is not a substitute for professional, legal and accounting advice or product application in appropriate circumstances and situations.

It is also recommended that for more information on QBM and or QBM Trust you read the Information Memorandum that accompanies this Corporate Overview

DISCLAIMER

www.qbik.com.au QBIK PTY LTD | ABN: 638 549 809 As Trustee QBM Trust HEAD OFFICE Group Administration | Phone – +61 (0) 7 4052 5941 | Email – [email protected] 151 Mulgrave Rd Cairns, QLD 4870


2

INDEX


Contents Page 1.0 Executive Summary 3 CEO Letter 4

2.0 Company 5 2.2 Objectives 2.3 Values 2.4 Corporate Ethics Policy

3.0 Management 6 3.1 Overview 3.2 Management Profile 7

4.0 Marketing 13 4.1 Basalt 4.2 Technology Basalt 14 4.3 QBIK Technology 15 4.4 Products 16 4.5 QBM Trust 17

5.0 Financial Analysis 19 5.1 Overview 5.2 Projections

6.0 SWOT 19 6.1 Strengths 6.2 Weaknesses 6.3 Weaknesses Solutions 6.4 Opportunities 6.5 Threats 6.6 Threat Solutions

7.0 Annexure 23 7.1 Material Contracts

8.0 Corporate Directory 25

EXECUTIVE SUMMARY

QBIK Pty Ltd was established to introduce basalt fibre-based products into the Australian and International markets.

Over the past 5 years the company founders and alliance partners have come to realise that instead of restricting its products, services and technologies to the ever growing larger commercial and industrial applications, there is a huge gap in the market for the everyday consumer.

There are many companies overseas (particularly in the USA), producing a range of basalt fibre products for the everyday consumer market. This market has been almost totally ignored in Australia, particularly due to supply of core product, and shortage of manufacturing technology expertise.

This realisation has given birth to the QBIKTech brand of consumer products that can be designed to provide environmentally safe products which are able to be used in the home, at work and at play to make the human environment a safer and healthier place.

IN SUMMARY, QBIK Pty Ltd• Sources quality advanced application Basalt to Mine, Manufacture and develop world first patented products for the Australian and global marketplace.

• Has a unique commercial centralised system for protection and preservation of land to include management by Indigenous communities.

QBIK Pty Ltd has three main corporate arms:

QBIK TECHNOLOGIESWill continue to grow its many existing commercial applications and to research new markets and patented applications for its QBIKTech brand. QBIK Project Management is strongly placed as an engineering design house that can manage all types of projects. From first sketch through to mass manufacturing, from mineral development to EPCM of heavy industrial mining projects.

QBM (Queensland Basalt Mines)In partnership with our First Nation People Alliance Partners and communities, we have sourced extremely rare bank areas in Queensland Australia that will allow for consistent quality high grade basalt supply.

QBIK ManufacturingTo create a home focused consumer range of products via its QBIKTech brand and take that brand to the market via a unique distributor model that will also JV with other manufacturers.

• Has a dedicated R & D program constantly researching new product application benefits that coexist with its project management division.

• Has developed a world first patent for basalt fibre manufacturing and product design.

In an ever and rapidly changing environmentally challenged world, it is increasingly difficult for businesses to meet these challenges with safe, economic solutions.

To find a company with the determination to do so within a culture based on value rather than greed is rare indeed.

QBIK IS THAT COMPANY


4TRANSFORMING KNOWLEDGE INTO STRENGTH

BOARD LETTER

A Message from the CEO – Daniel MacKinnon B.Eng.

This document alongside the QBM Information Memorandum sets out the philosophies, ambitions, and potential of this young, dynamic company.

QBIK is an expanding company with many years of research and R&D behind it.

QBIK has already forged alliances to assist in the planning and development of a company structure to expand rapidly whilst allowing for solid infrastructure foundations to ensure long term pro-active product development.

I have not previously had the privilege of working with a more enthusiastic and committed executive team and advisory board, and I wish to acknowledge the contribution from the pioneer executive team and offer them my thanks for their diligence to date in conceiving and structuring the QBIK Group and its associate brand divisions to include Indigenous, culturally competent opportunities.

The new, combined Board and Advisory Board of QBIK and QBM, plus the Executive team, brings together a broad collective experience in engineering applications, team management, manufacturing, IT/e-commerce solutions, distribution, and corporate due diligence processes. As a total team I believe QBIK and QBM have a spectacular future which will continue to grow with the addition of its Alliance Partners and shareholders.

Transforming Knowledge into Strength

Daniel MacKinnon B.Eng. Chief Executive Officer QBIK Pty Ltd

2 COMPANY

2.1 Mission Statement of QBIK

To make the Human Environment at home, at work and at play, a safer and healthier place for all, by the application of advanced, environmentally friendly Basalt products

2.2 Objectives

• Develop Alliance Partners in Australia and Internationally for QBM.• To take full advantage of national and international opportunities.• At the appropriate time, to raise capital to develop its own manufacturing plants and additional product Research and Development facilities.• To continue the development of market, assets, and IP of QBIK Technologies for QBIKTech products.• Complete the QBM trust project.

2.3 Values

All decisions within QBIK are based on whether they support the company’s objectives and mission statement.

• QBIK has adopted ethical standards that exceed the minimum code of conduct requirements and government legislation guidelines.• QBIK welcomes comments, suggestions and feedback from its associate partners, customers and suppliers of products and services.• QBIK growth will be achieved through working with team leadership and macro management principles.

2.4 Corporate Ethics Policy of QBIK

All Directors and Executives of QBIK companies are bound by both the Corporations act and individual contracts which require the highest levels of integrity and governance in discharging their duties.



3 MANAGEMENT

3.1 Overview

In a rapidly expanding commodities business, there is often a deficiency in management personnel with actual field experience in sales, marketing, and media.

QBIK is fortunate that its Executive Team and Advisory Board includes highly experienced personnel in these areas. The QBIK Career Executive and Employee plan is also designed to build a long-term ongoing development of quality personnel to foster professional growth across all our divisions.

Managing career opportunities with education and equity are rare in standard corporate companies but are encouraged and promoted within the whole QBIK Corporate structure.

This program is aimed at establishing long term loyalty and team spirit, supporting our personnel with opportunities for management growth and team leadership.

Management Procedures and Criteria

QBIK The company will operate through a management model consisting of quarterly Board Meetings in each of the companies within the group complimented by weekly executive Meetings.

These meetings will work alongside the Advisory Board and Committees.

Regular Seminar Forums and Media Meetings will be held during the year.

Loss of Key Personnel

Damage done through the loss of key personnel will be minimised by establishing a comprehensive set of documented systems of both an administrative and marketing nature, which are easily defined and duplicable. It is a goal of management to fully document and systemise Administration/Operations over a period of six months from 01/10/20.

QBIKwillalsoensuredocumentedPoliciesandSOP’stocoverallfacetsoftheBusinessoperationsandsystems.

3 MANAGEMENT

3.2 ManagementProfile

Daniel MacKinnon B.Eng.Founder & CEO | QBIK Pty Ltd

Daniel Mackinnon is the CEO of the QBIK Group. Daniel completed his Engineering Degree at University of Queensland in 2005, three and a half years after he had already attained Microsoft’s premier credential, a Microsoft Certified Systems Engineer (MCSE) Qualification.

His 15 years as a qualified engineer have provided significant experience in a diversity of design, delivery and project management for both innovative and repetitive projects in natural resources (coal & copper) to R’n’D to the maritime and defence sector.

Daniel has worked as a lead engineer on multiple Engineering, Procurement, Construction, Management (EPCM) full project cycles on both green and brown field coal handling and processing plants (Coal Mines) and copper & gold processing plants (Gold Mines). He has also led a team as a Senior Engineer in the maritime sector as a defence contractor for a specific class of Navy Warships. Daniel excels at seeing potential critical path clashes, devising solutions to address the requirements of all critical stakeholders while leading the team to attain and sustain our desired outcome.

A confident communicator who understands the importance of relationships, especially multi- disciplinary teams. His interpersonal skills are well developed and a key factor in his success.

An experienced leader, Daniel works well under pressure and has a proven ability to deliver results often in challenging circumstances.

Daniel Is happily married with three wonderful children, aged 4, 2 and 1.



MartinJMorrisAdvisoryBoardChair|QBIKandQBM

Martin Morris ( Marty) is renowned as a business strategy scientist, a master salesperson, entrepreneur, trainer/educator/coach and an expert in the facilitation of business connections and strategic futures planning and is sought after as a speaker on leadership, sales, capitalisation and executive performance competencies for corporate growth.

Martin is regarded as one of Australia’s top business mentors, a specialist in brokerage business structures, accumulated from over 35 years of professional experience across a broad variety of markets. These include property/construction/developments, telecommunications, networking, e- commerce, insurance, financial

services, health, training and education.

Martin’s achievements include successful ASX listings and business turnover growth from inception with up to $180 million sales revenue within three to five years, across four distinctive and separate corporations and markets.

Martin has been and continues to be a board member/advisory member of many public and private companies working with Executive Directors with strategy on entity design/structure, specialising with market capitalisation/business engineering/estate architecture.

JohnHoffmanQBMAdvisoryBoard

John Hoffman is an experienced Refrigeration/Air-conditioning Technician and installer in small to high-rise buildings. He has owned his own business for over ten years as well as working for national companies ensuring the effective operations and maintenance of many large scale buildings.

He has a trade mechanical engineering background and is currently half owner of a mechanical engineering/fabrication business.

John has been involved in the exploration of minerals. And it is in this capacity that has led him to an interest in Basalt and Basalt fibre and the numerous products made from Basalt fibre.

He has spent years actively searching and researching to find the ideal location to mine Basalt to produce the best possible fibre for manufacturing. John’s dream is for Australia to be a world leader in the mining of the finest quality Basalt and to manufacture quality fibre products to sell locally, and to export to a growing world market.

3 MANAGEMENT

JohnSmithGumbulaCEO Buran Holdings QBMAdvisoryBoard|QBIKAlliancePartner|IndigenousAmbassador

Founder and Ambassador of Bur’an, John Smith Gumbula is a Multi-Award winner, former ‘QEII Silver Jubilee Queens Trust’ Awardee for young achieving Australians and proud descendant of the Wakka Wakka & Goreng Goreng people of Queensland-Australia, passionately involved in diverse innovative artistic mediums spanning over 25 + years.

He is also an adopted son and family member of the traditional Yolngu People of Galiwinku—Elcho Island, N.T. John’s unique creative journey and diverse expressions of contemporary indigenous artworks and ethical business practices,

unique visionary ideas, and concepts, is portraying the rich earthy tones and vibrant colours of his country and culture.

Sidney SmithQBMAdvisoryBoardCompany Secretary Yumpla Limited a QBIK Alliance Partner

Sidney is both an experienced Pilot/Flight Instructor and highly qualified legal advocate.

Sidney spent the greater part of two decades providing aviation services to North Queensland communities, from Mackay to the Torres Strait.

Sidney has a double Bachelor of Aviation Science & Bachelor of Law and has provided high level compliance consultancy services for small and medium sized regional airlines. Sidney also spent several years providing legal advocacy as defence council in the Cairns Magistrate and District court.

Sidney is an elder of the Bujiebara and Dungibara people of South East Queensland and is committed to supporting his people to achieve their goals of self-determination and

sovereignty.



PaulDavisQBMAdvisoryBoard

Paul Davis, principal of the Brisbane-based legal firm Davis Lawyers, brings over 30 years of experience practicing in the specialised areas of property law, banking and finance, mining and environmental law.

Possessing a wealth of knowledge in these areas, Mr Davis is well-respected as having acted for a large number of listed to boutique mining companies and financial institutions, since being admitted as a solicitor in 1987.

In 1987 Paul founded the Queensland Environmental Law Association which is a peak body for stakeholders involving environmental & planning law and the natural and built environments.

Mr Davis was the lead lawyer for the proponent of the Gladstone Nickel Project and registered the first Indigenous Land Use Agreement in Australia. He has also assisted in developing funding and distribution strategies for a number of mining companies.

As general legal counsel, Paul will be assisting the Company with corporate governance and government regulation, as well as at the transactional level.

SeanBeasleyCPAJP(Qual)GIA(Cert)QBMAdvisoryBoard

Sean has been practicing as a certified taxation accountant on the Gold Coast, Australia since 2004.

Sean holds a Bachelor of Business, is a registered Tax Agent, Justice of the Peace (Qual), and holds a Public Practice licence from CPA Australia. He is also a member of the Governance Institute of Australia.

Sean has also held Corporate CFO positions including residences overseas in International public companies where he was responsible for preparing thegroup’s financial accounts and liaising with the external auditors and completingcompany secretary duties for the Board.

3 MANAGEMENT

GarryHansenC-SkyAustraliaMarketingDirectorQBIKAdministrationExecutive

Garry has had an extensive career involving all aspects of marketing for a diverse range of industries, including mining, tourism, hospitality, retail and events.

Having worked in radio, television and press he understands the dynamics of mass media and its impacts and effectiveness. His thirst for knowledge on all forms of media has led to an immersion into the techniques and reach of the social media mechanisms that are impacting on today’s market.

For the past 20 years Garry has worked closely with a number of First Nation owned companies and has a passion for assisting in their advancement in the corporate world.

Cameron SmithBuranAustraliaPtyLtdCOO,DirectorQBMAdvisoryBoardCommitteeExecutiveIndigenousCommunityAdvocate

An emerging leader of the Bujiebara & Dungibara people of Queensland, Cameron Smith has a diverse skillset developed over the course of his career, with significant experience in child protection, intoxication recovery and mental health & wellbeing services.

Cameron has been active in supporting his indigenous nation and their elected representatives in securing their native title determination and is committed to our group goals; delivering sustainable developments that rejuvenate the ecology, economy and community.

Cameron provides operational direction to the Bur’an group of companies, supporting the development and implementation of strategies and partnerships to effectively realise the goal of securing a sustainable future for all Australians.



BronwynMinnieconYumpla Australia Pty Ltd COO, DirectorQBMAdvisoryBoardAdministrationCommitteeExecutiveIndigenousCommunityAdvocate

A proud Aboriginal & Torres Strait Islander woman, with South Sea & Malaysian connections.

Bronwyn has over 25 years’ experience with the Public service, working with Dept of Child Safety, Youth Justice, Housing & Disability Services; from administration roles to Local Area Coordinator working in the Cape & Torres Straits and Yarrabah, transitioning clients across to NDIS. She has managed Public Sector Budgets & Cost Centres.

Bronwyn was an active member of the Aboriginal & Torres Strait Islander, state-wide & local Cultural Capability Enabler Network (CCEN) implementing Cultural Capability within the Dept of Communities Qld through their HR, Finance, IT etc policies & procedures with a vision of making Cultural Capability Australia Wide.

A Community Recovery worker, in Outreach or Team Leader roles. Bronwyn has advised on Trusts, Advisory Boards Board Meetings, Health and Wellbeing Qld draft Acknowledgment of Traditional Owners statement and other First Nation Health Initiatives. Bronwyn is a Registered Justice of the Peace (Qual) and holds a Diploma in Govt.

Don HossyCodimea Pty Ltd Media DirectorQBMAdvisoryBoardAdministrationCommitteeExecutive

Don Hossy has managed media, IT and branding infrastructure for several ambitious enterprise groups spanning a wide array of industries, including several not-for profit entities backed by government support.

Don brings a wealth of knowledge in the areas of web platform development, technology infrastructure, digital branding and integrated marketing projects that incorporates analyst, planning and structure support to corporate and family office growth strategies.

His creative capabilities combined with a strong enterprise mindset allows him to craft authentic brand experiences that engage and inspire.

4 MARKETING

4.1 Basalt and Basalt Fibre

QBIK, from nearly a decade of exhaustive testing and research, has within the QBM project secured exploration permits over commercially productive mining locations of premium grade (university tested as some of the best in the world) Basalt estimated at 1.2 billion tons or wholesale mining value of 120 billion dollars. This product along with patented interests and mining knowledge forms part of the QBM Trust.

Basalt

A green material from rock - Basalt fibre is natural, non-toxic, eco-friendly, non-polluting, 100% recyclable, sustainable and inexpensive, it is known as the green material with the biggest potential for the 21st century.

Basalt and basalt fibre have a series of excellent properties including low density, high temperature resistance, high tensile strength, high compression strength, high abrasion resistance, Excellent shock resistance, high thermal and sound insulation, good chemical stability (no rust), non-magnetic, low electrical conductivity, high hardness and non-flammability.

Basalt Fibre is made by selecting Basalt with the ideal constituent (as shown in 4.5) with little to no refractory inclusions (e.g. quartz veins). This Basalt is dug out of the ground and crushed, then melted in a furnace back into it’s lava like form. There is no slag, pollution or any chemical burn off as this already happened when the basalt was originally lava. This lava is then extracted through small nozzles into thinner than hair like strands.

Green friendly basalt is simply dug out of the ground, crushed then melted into strands. Basalt fibre is the only green and healthy glass fibre product without environmental pollution.

Basalt Fibre

The Basalt Fibre is then woven into composites or chopped and then mixed into compounds to produce a myriad of products including residential and industrial thermal insulation, geo-mesh, rebars, ropes, light weight composites, filters, very high and very low temperature protective clothing, brake pads, wind mill blades, ballistic composite armour, industrial filters and more.



4.2 Technology - Basalt

The manufacture of basalt fibre requires the melting of the quarried basalt rock at about 1,400 °C (2,550 °F). The molten rock is then extruded through small nozzles to produce continuous filaments of basalt fibre. There are three main manufacturing techniques, which are centrifugal-blowing, centrifugal-multiroll and die-blowing. The fibres typically have a filament diameter of between 9 and 13 µm which is far enough above the respiratory limit of 3-5 µm to make basalt fibre a suitable replacement for asbestos. They also have a high elastic modulus, resulting in excellent specific strength—18 times that of steel and 9 times that of steel rebar when combined in a composite BFRP (Basalt Fibre Reinforced Plastic) rebar.

Basalt deposits – the result of volcanic lava exits – is present in almost every country. The major basalt fields, whose suitability for CBF production has been confirmed in the lab, are located in Ukraine, Russia, Georgia, China and India. At the same time, out of the entire enormous basalt raw material base, only a small percentage of basalt worldwide has the right consistency to be suitable for basalt fibre production.

The physical and chemical suitability of raw materials for basalt production are crucial for production of high-quality products with predefined properties.

Among existing fibres basalt fibre with its dark colour is the closest to carbon fibre by colour. Much less expensive basalt is used as either a replacement for carbon and glass fibres or in combination with it.

By using carbon and basalt together the cost of finished products can be reduced significantly without losing attractiveness of its appearance. Coating and concealing of basalt fibre fabrics allow them to reach not only better fire protection performance and higher mechanical properties but also an aesthetically pleasing new surface design pattern.

Better performing elastic knitted and hybrid knitted fabrics can be used as filtering materials due to the high thermal resistance of basalt fibre allowing applications of these fabrics in many places where other materials would be destroyed. Due to high E-Modulus and tensile strength of basalt fibres, basalt fibre woven fabric has a multitude of applications including manufacturing of sport equipment e.g. snowboards, wind surfboards and tuning parts. High elasticity and high strength of composite materials made with basalt fibres allows them to absorb forces better than using only carbon or glass fibres.

High tensile strength and resistance to chemicals and corrosion are the main argument to preferable use of basalt fibres for the manufacturing of durable pipes especially for chemical and food industry.

Basalt fibres, a non-conductive material can be used not only to manufacture battery boxes in electric race cars, but also in the composites used in the outer shell of the race cars, insulation of their exhaust systems and in the manufacturing of their brake pads.

4 MARKETING

4.3 QBIK Technologies

QBIK Technologies have many innovative technologies that are currently in the Patent Pending Stage. These patents will secure QBIK position as a market leader in the manufacturing and engineering sectors.

Patent Pending

• Perimid – an innovative and inexpensive way of constructing one of the strongest structures known to man. Basalt is the perfect material to construct this structure out of, this will create the strongest, most durable and inexpensive products in many industries.

• Dove Tail Jigsaw extension joint – this joint specializes in joining thin sheets together.

• Basalt Fiber Strengthening (Trade Secret 1) – This manufacturing trade secret may allow high quality Basalt fiber to further increase the fibres higher tensile strength than if not treated by this special technique.

• Basalt Fiber Matrix strengthening (Trade Secret 2) – This manufacturing trade secret allows an inexpensive yet stronger and more durable Matrix chemicals to be used.

When these four technologies are combined at the right economy of scale, there is a substantial market leading advantage that will ensure that QBIK and QBM will be well placed to take advantage of current and future opportunities.

QBIK has more innovative Technologies in other fields including;

• An innovative and quiet heat engine with drastically improved efficiency and economy to the consumer and defense industry.

• A Jetty Design that allows remote communities to construct their own jetties without the need of large expensive equipment.

If you would like to find out further information regarding QBIK and its technologies, please email: [email protected] or [email protected].



4.4 Basalt Based Products

Basalt fibre is a green, healthy and environmentally friendly high-tech fibre product without environmental pollution. It is widely used in military and civilian fields. Basalt fibre and its composites can be made into high temperature and low temperature protective clothing and sound insulation materials used in sound absorption and heat insulation industry. Its production can also be widely used in the fields of brake, electric, electromagnetic and so on for its unique features. The examples below are just a few of its many applications.

MESHES & GEOGRIDS WOVEN NON-CRIMP FABRICS

BASALT FIBRE ROPE THERMOPLASTIC COMPOUND

CNG CYLINDERS REBARS NEEDLE PUNCH MATS AND FELTS

COMPOSITE PARTS

SPORT LEISURE GOODS WIND POWER GENERATOR BLADES

EXHAUST SYSTEMS INSULATION

BRAKE PADS

FILAMENT WOUND TUBES BALLISTIC COMPOSITE ARMOUR

INDUSTRIAL FILTERS

4 MARKETING

4.5 Queensland Basalt Mines

(QBM) is an innovative QBIK Mining and manufacturing project that is being prepared for sale and partnership. It encompasses a world unique location, rights, IP and technology package for an unprecedented opportunity to take the highest quality Basalt mine in the southern hemisphere to supply product for the manufacturing of basalt fibre products. See QBM Trust Information Memorandum.

The physical and chemical suitability of raw materials for basalt production are crucial for production of high-quality products with predefined properties.

Our main method to further explore, identify and refine the inferred resource quantity and grade will include specific industry standard exploration techniques. These include selection requirements to our samples of raw materials through two main approaches, samples can be attained via cores of boreholes or clean fragments of primary rocks without refractory inclusions, such as quartz. The number of samples is determined depending on the characteristics of each location according to the identified quality and quantity via a grid mesh of core holes and other similar methodologies.

Selection of samples should be representative in nature and fully reflect the raw material deposits. Samples with a porphyritic basalt structure and amorphous form are recommended for sampling. Moreover, the content of individual components in the basalt should be within the following limits:

№ Symbol of element Range of element content, %1 SiO2 46-542 Al2O3 11-193 TiO2 2.5-0.24 Fe2O3 + FeO 7.0-165 K2O 0.2-4.06 MgO 2.0-11.07 Na2O 0.2-5.08 CaO 4-12

To analyse basaltic rocks, QBIK Technologies uses a uniquetechnique, which is based on the combination of petrological studies and

cutting-edge methods of phase analysis including laboratory melting byhigh-tech equipment.



4.6 QBM Trust

QBM Trust is the QBIK’s group first process in securing quality, quantitative supply of Australian basalt for Basalt Fibre Mining, Manufacturing, products, and innovative technologies.

QBM Trust is also the first IM of planned future IM’s, IPO’s, JV opportunities with Patents, Mining, Technology and Manufacturing material agreements, and it’s envisioned that our current Alliance partners along with QBM trust participants and current shareholders may be given early entry invitations.

5 FINANCIAL ANALYSIS

5.1 Overview

QBIK Group core income will initially be generated from its main subsidiary QBIK TECHNOLOGIES funded from the completion of the QBM Trust. Profits may be diverted back to QBIK Pty Ltd for capitalization to include projects and growth.

QBIK TECHNOLOGIES will be flexible in taking advantage of market opportunities and business acquisitions to further enhance its cash flow and capitalisation goals whilst providing a stable support to its Distributors and Alliance Associates.

Additionally, QBIK has developed a sound financial formula that will enable the company to achieve its goals and objectives. QBIK has a strict discipline on budget and cost control to optimise profitability and viability.

Litigation–QBIKoranyofitsassociatedentities

The Company is not currently involved in any litigation or arbitration and is not aware of any material litigation threatened or arbitration pending by or against it.

CompanyTaxStatus

QBIK Pty Ltd and its associated companies will be taxed in Australia as Pty Ltd companies. The financial year of the Company ends on 30th June.

AdditionalFinancingRequirements

The Directors expect that on the completion of its QBM Trust, QBIK will have sufficient capital resources to enable QBIK to achieve its present business objectives. However, the Directors can give no assurances that such objectives will in fact be met without future borrowing or future capital raising and if such borrowings or capital raising are required, that they can be obtained on terms favourable to the company.



Basalt,BasaltFibreMatrixprojectionexamples

Basalt

Basalt is predicted to sell for $30 dollars a ton. QBM is predicted to produce up to 100 Mt (Million Tons) over a 10-year period.This is equivalent of a revenue of up to $3 Billion Dollars over a ten-year period.

Basalt Fibre

With the industry at an economy of scale size, Basalt Fibre may sell for $800 per ton.100 Mt (Million Tons) over a ten-year period would have a market penetration of up to $80 Billion.

Manufacturing

With Market Penetration of Basalt Fibre manufactured products, Basalt Fibre manufacturing products will “value add” to create a revenue that will be even higher.

Thousands of products are capable of being manufactured using QBIK’s special patent pending techniques in three main areas of Sheeting (soft and hard & wrapped into poles), Strands (estimated to be over 100,000 uses for wire) and Insulation (heat and sound).

ProductExamples

1. Aluminium Boats

There are currently 232,716 registered boats in Australia. It is estimated that up to 60% (100,000) are small lifestyle Aluminium boats of between 12 – 30 feet. Of this market it is estimated to have new purchases of 15,000 boats per year at an average cost of $10,000 per boat (not including motor).This is equivalent to a revenue of up to $1.5 Billion Dollars over a ten year period.

2. Rural Fencing Wire and Stakes

Rural Sheep fencing is $8,400 per Km. it is estimated that well over 50,000 Km of rural fencing is installed each year. This is equivalent to a revenue of up to $4.2 Billion Dollars over a ten year period.

3. Housing

Basalt walled and roofed housing may be fire resistant to withstand the harsh Australian Bush Fires.200,000 new houses are currently being built each year in Australia. At $300,000 average house cost. This has a market revenue of $60 Billion per year.

South East Corner of QueenslandIt is estimated that over the next 15 years, There will be many new houses built in SE Queensland, specifically: Brisbane - 5,201, Gold coast – 6,105, Ipswich – 6,559, Logan – 3,500, Moreton Bay – 3,632, Sunshine Coast – 3,492.23,300 houses are predicted to be built in the next 15 years in the urban spread regions of SEQ.15,500 houses in the next 10 years in Rural SEQ have a predicted market revenue of $4.6 Billion Dollars.

4. Shipping Containers

It is estimated that there are 6 million new shipping containers built annually. A new basalt fibre shipping container is estimated to have a market rate of $3,500 per shipping container.This is equivalent to a market penetration of up to $210 Billion Dollars over a ten year period.

6 SWOT ANALYSIS

6.1 Strengths

• Current and future patents• Executive Management Team• International Opportunities• New markets• Current Alliance Partners• Diversified Income Opportunities• Green Mining• Environmentally friendly products• Multitude of Products• Queensland Global Economic and trade

security position• Education and employment opportunities

for First Nation People• Heritage and Indigenous land protections• Indigenous community financial benefits

6.2 Weaknesses

• New Industry Concept• Patent Protection• Quality Control• Initial Cash Flow management with growth• Ongoing Operations and Administration

solidification• Technology security• Government legislation, mining and manufacturing• The COVID-19 pandemic

6.3 WeaknessSolutions

• The Strengths• Management System, Expert Consultants• Operational Systems• Budget Systems• Sound legal and accounting providers and strong

corporate governance principles will ensurecompliance and business continuation

• Systemized administration, checklists, reporting• Advisory Board• Queensland Covid -19 processes• Current Alliance partner platform for cloud security



6.5 Threats

• Government Regulation changes• Key Staff leaving• Patent Security

6.6 ThreatSolutions

• Executive Management Team and planning• Diversified income streams• Complete code of practice and operational

guidelines• Minimal borrowings• Growth through initial capitalization and core cash

flows• IT/E-commerce applications for communication

and training• Company structure and quality business plans• IP security via multiple applications• Trademarks and branding

6.4 Opportunities

• Small Scale manufacturing JV’s• Joint Venture Developments• A Ltd Company Prospectus (on market & off market)• Australian Expansion in product Distributor Force• Internal and External Networking Opportunities• Current Market need• Low Interest Rates• New IP’s and further unique product rollouts• Overseas markets• One stop, mining, manufacturing, and product

system

7 ANNEXURE

7.1 MaterialInformation/AdditionalInformation

Shareholders rights in QBIK Pty Ltd are set out in the Company Constitution and Shareholders Agreement.

TaxationImplications

QBIK, its advisors and officers do not accept any responsibility or liability for any taxation consequences of current or future shareholders dividends and Material contracts capital growth.

FutureShareOffers

QBIK reserves the right to issue additional Shares at any date in the future, including the right to create other classes of Shares for equity purposes. Rights attaching to those Shares will be outlined in the appropriate documentation at the time of issue, QBIK reserves the right to allocate Shares based on different allocation criteria in exceptional circumstances.

Marketability of the Shares

Shares in QBIK are not listed for quotation on any stock exchange. Accordingly, there is no ready market for the Shares and certain transfer restrictions also apply.

ContinuousReportingandDisclosureObligations

If QBIK has 100 or more shareholders, QBIK may be a “disclosing entity” for the purposes of the Corporation Act 2001. These obligations would require QBIK to notify Australian Securities Investment Corporation of information about specified events and matters as they arise for the purposes of ASIC making that information publicly available. Copies of documents lodged in relation to QBIK may be obtained from or inspected at an office of ASIC.



Litigation–QBIKPtyLtd

The Company is not currently involved in any material litigation or arbitration and is not aware of any material litigation threatened or arbitration pending by or against it.

Directors’Interests

Directors are not required under the Constitution of the Company to hold any shares. The Executive Founding Directors and or their associates interests in shares and options in QBIK will be listed with ASIC.

Incorporation

QBIK Pty Ltd was incorporated on 17 January 2020

CorporateGovernancePractices

The governance policies which the Board has adopted are summarised below. The Board is responsible for the governance of the company, including its direction and control of operations. Subject to the QBIK Constitution, the Board composition and selection are determined by the Board. The Chairman and the Executive Directors of QBIK will review, on an ongoing basis, the performance of the QBIK Board to ensure that the Board continues to have the skills necessary for the conduct of the activities of the company.

AuditCommittee

The company does not have a separately constituted audit committee. All matters that would be handled by such a committee are presently dealt with by the board. QBM advisory board currently assists QBIK with compliance and governance advice.

RemunerationArrangements

The remuneration of the Executive Directors will be decided by the Board. The level of non-Executive Directors’ fees is to be reviewed annually by the Board following the review by the Chairman and the Executive Directors.

Management of Risk

The Board’s combined experience and Advisory Board along with the Executive Administration advisory Board committees will ensure timely identification and management of risks which may affect the Company’s Business.



8 CORPORATE DIRECTORY

QBIK Pty Ltd

ACN: 638 549 809ABN: 47638 549 809

QBM Trust

The Trustee for the QBM Trust ABN: 40 717 584 437 ABN Active from 15 Jun 2020

The Trustee for the QBM Trust TFN: 636 680 083

HeadOfficeAdministration: 151 Mulgrave RdCairns, QLD 4870

Phone – +61 (0) 7 4052 5941

Additional Information: www.qbik.com.au

Any enquiries regarding this document may be directed by email to [email protected]

Any enquiries regarding the QBM Trust or its Information Memorandum may be directed to [email protected]

Any enquiries regarding the scientific or patent details contained in this document may be directed to [email protected]

THE MOST ANCIENT OF MATERIALS

QUALITATIVE | BASALT | INGENUITY QBIK PTY LTD | NOVEMBER 2020

INFORMATION MEMORANDUM

QBIK Pty Ltd ACN 638 549 809

as trustee for QBM Trust

Information Memorandum QBIK Pty Ltd ATF QBM Trust

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important information

1.1 Information Memorandum

This information memorandum (“Information Memorandum” or "IM")) is dated 18 November 2020 (“Issue Date”) and contains information about an invitation ("Invitation”) to the person to whom it has been delivered ("Recipient”) to consider and, if the Recipient thinks it appropriate and is eligible to do so, to apply to lend money on an unsecured basis (to make an “Investor Loan”) to QBIK Pty Ltd ACN 638 549 809 ("Company”) as trustee for QBM Trust (Trust).

This IM is issued by the Company and is intended solely for the use of the Recipient for the purpose of evaluating the Invitation. No part of this Information Memorandum may be reproduced or used for any other purpose. It is confidential and may not be reproduced or distributed to any other person (other than the Recipient’s professional advisers) without the Company’s prior written consent.

1.2 Document

This Information Memorandum is not, and is not required to be, a product disclosure statement or similar document required under Chapter 7 (Financial Services and Markets) of the Corporations Act 2001 (Cth) ("Corporations Act”). Nor is it a prospectus or other disclosure document required under Chapter 6D (Fundraising) of the Corporations Act. This Information Memorandum may not contain the same level of disclosure as those documents and has not been, and is not required to be, lodged with or approved by the Australian Securities and Investments Commission (“ASIC”). This Information Memorandum may not include all of the information that could be expected to be found in a product disclosure statement, prospectus or other regulated disclosure document, or that a prospective maker of an Investor Loan (an “Investor”) needs, or could reasonably or possibly need, before making an investment decision and applying to make an Investor Loan. However, the Company encourages potential Investors to obtain as much information as they need, in a time frame which suits them, before applying to make an Investor Loan of any size.

1.3 Investors

This Information Memorandum is intended for, and available only to, and the Invitation contained in this Information Memorandum is made by the Company only to, Recipients who are prospective Investors:

(a) disclosure - to whom the Company is not required (as a result of the operation of the Corporations Act) to provide a product disclosure statement, prospectus or other disclosure document concerning the investment opportunity described in this Information Memorandum; and

(b) wholesale - who qualify as “wholesale clients”, “sophisticated investors” and/or “professional investors”, and possibly to a small number of selected “retail clients”, all within the meaning of the Corporations Act.

1.4 Classification of Investors (a) Wholesale / sophisticated / professional - This Information Memorandum is provided to prospective

Investors on the basis that they are either (a “Wholesale Investor”):

(i) a “Wholesale Client”, being a person qualifying under section 761G(7) (Other kinds of financial product) of the Corporations Act - a person will generally qualify as a Wholesale Client if: (a) the value of their investment is greater than A$500,000 Australian dollars (“dollars”); (b) the investment is for use in a non-small business; (c) he, she or it has a current accountant’s certificate (“Accountant’s Certificate”) certifying net assets of at least A$2.5 million or income of at least A$250,000 in each of the previous two (2) financial years; or (d) the person is a Professional Investor (see below);

(ii) a “Sophisticated Investor”, being a person qualifying under section 761GA (Meaning of retail client - sophisticated investors) of the Corporations Act - generally being a person certified by the holder of an AFSL (by means of a “Licensee’s Certificate”) as a ‘sophisticated’ investor on the basis of the person’s previous investment experience; or


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(iii) a “Professional Investor”, within the meaning given in section 9 (Dictionary) of the Corporations Act - generally being a person meeting certain criteria, including the control of A$10 million or more.

(b) Retail - The Company will not generally allow or encourage investment by persons who are, although it may (in its discretion) make personal invitations to a limited number of persons each of which is a “Retail Client”, being a person qualifying under section 761G (meaning of retail client and wholesale client) of the Corporations Act - a person will generally qualify as a Retail Client if he, she or it is not a Wholesale Client.

1.5 Information

This Information Memorandum contains information concerning the Company, the Invitation and the Investor Loans. The information in this Information Memorandum is up to date as at the Issue Date. The information can change and may be updated or replaced from time to time. The Company may amend or withdraw this Information Memorandum at any time and may issue a new, amended or supplemental information memorandum from time to time. Unless the changed information is materially adverse, the Company may not always update or replace this Information Memorandum to reflect the changed information. Updated information can be obtained by contacting the Company. The Recipient should check if there is any updating information before making an investment decision with respect to the Investor Loans. If the Recipient is unsure about anything contained in this Information Memorandum or has questions, it should contact the Company or the Recipient’s own professional advisors. 1.6 Company Representatives

Other than to the extent required by law, none of the Company and/or any of its and/or their officers, employees, agents, delegates, advisors, consultants, contractors or other representatives (including but not limited to Daniel Mackinnon, the Company’s founder and CEO, Martin Morris, a strategist for the Company, and other persons named or described in this Information Memorandum) and/or any of its and/or their respective related entities, associates and/or affiliates ("Company Representatives”) makes any representations or warranties, express or implied, as to the accuracy, completeness or reliability of any of the information contained in this Information Memorandum or any other information (whether in writing or otherwise) which may subsequently be made available to a prospective Investor concerning the Company, the Invitation and/or the Investor Loans (“Subsequent Information”). Prospective Investors should make their own enquires to ascertain the accuracy and completeness of any information, whether within or in respect of this Information Memorandum or any Subsequent Information, upon which they intend to rely in deciding to apply to make an Investor Loan.

1.7 No liability

To the extent permitted by law, no Company Representative accepts any responsibility or liability whatsoever (whether in contract, tort, law, equity, under statute or otherwise) for any loss or damage suffered or incurred by a prospective Investor or any other person or entity however caused arising from, relating to, resulting from or in connection with any act or omission directly or indirectly in reliance upon or relating in any way to this Information Memorandum and/or any Subsequent Information, including without limitation the information contained in it, and from any errors or omissions however caused. For the avoidance of doubt, this exclusion of liability includes any cost, expense, loss or other liability (including legal costs and disbursements) directly or indirectly arising from or in connection with any omission from or defects, or any failure to correct any information, in this Information Memorandum and/or any Subsequent Information.

1.8 Advice

This Information Memorandum is not a recommendation to make an Investor Loan. The information in this Information Memorandum is general information only and does not take into account the Recipient’s individual objectives, financial or personal situation or needs, including any ability to bear the risk of loss of part or all of the principal and/or interest due to an Investor under an Investor Loan. No Company Representative takes into account the individual circumstances of any Recipient, nor does any Company Representative give financial product advice with respect to this Information Memorandum or the Investor making an Investor Loan. Accordingly, the Recipient should assess whether the information is appropriate for it, make its own enquiries and obtain independent legal, financial, accounting, investment, taxation or other suitable professional advice


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before making an investment decision with respect to an Investor Loan. If a Recipient proceeds with making an Investor Loan, the Recipient must rely solely on its own independent review, investigation and analysis. Each Recipient agrees that it will not hold any Company Representative liable in any way whatsoever (whether in contract, tort, law, equity, under statute or otherwise) as a result or by reason of the provision of this Information Memorandum or any Subsequent Information to the Recipient or any other person or entity.

1.9 No reliance

Each Recipient warrants that it does not (and agrees that it will not) rely on this Information Memorandum or any Subsequent Information or any other statement, warranty or representation, express or implied, made by any Company Representative in connection with making a decision about whether or not to make an Investor Loan.

1.10 Disclaimer

This Information Memorandum and all Subsequent Information is provided on the terms and conditions set out in this Section 1 (About this Information Memorandum) of this Information Memorandum. If the terms and conditions set out in this Section are not acceptable to a Recipient, then the Recipient should return this Information Memorandum and any Subsequent Information to the Company immediately. Retention of this Information Memorandum and any Subsequent Information at the time of applying to make an Investor Loan will be deemed to constitute acceptance of these terms and conditions by the Recipient.

1.11 Risk

(a) General - Investor Loans should be considered as speculative in nature and will involve significant risks, due to the nature of the Company’s business. Making an Investor Loan is subject to investment and other risks, including possible delays in payment or loss of part or all of the principal and/or interest due to an Investor under an Investor Loan.

(b) Investors - Investor Loans are not suitable for persons unable to sustain a loss of part or all of the principal and/or interest due to an Investor under an Investor Loan, or who require regular or predictable income flows. Prospective Investors should have the financial ability and willingness to accept the risks and lack of liquidity that are characteristic of the investments comprising the Investor Loans described in this Information Memorandum. Prospective Investors should carefully consider Section 7 (Risk Factors) of this Information Memorandum.

(c) No guarantee - No Company Representative guarantees or provides any assurance or representation concerning the success or failure or otherwise of the Company or its business, the increase in value or performance of the Company, its assets and/or the Investor Loans, the payment of interest (including at any particular rate of return) and/or the return of investment capital comprising the principal under any Investor Loan.

1.12 Past performance

This Information Memorandum may include information regarding the past performance of various entities. Prospective Investors should be aware that past performance may not be indicative or reflective of future performance.

1.13 Evaluations

This Information Memorandum may contain assumptions, information, opinions, estimates and forecasts. Except to the extent implied by law, no Company Representative makes any representation or warranty as to the validity, certainty or completeness of any of the assumptions or the accuracy of the information, opinions, estimates or forecasts contained in this Information Memorandum.

1.14 Confidentiality

Each Recipient acknowledges and agrees that the information contained in this Information Memorandum and any Subsequent Information is confidential in nature (other than information which is in the public domain


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through other means) and that any disclosure or use of such information by or on behalf of the Recipient may cause serious harm or damage to the Company and/or its investments. Each Recipient agrees not to reproduce or disclose any information contained in this Information Memorandum (or any part of it) and/or any Subsequent Information to any party, other than its professional advisors for the purpose of obtaining advice in connection with the investment opportunity described in this Information Memorandum, without the Company’s prior written consent (which the Company may withhold in its absolute discretion).

1.15 Overseas

This Information Memorandum does not constitute, and may not be used for the purpose of, an offer, invitation or solicitation in any jurisdiction or in circumstances in which such offer, invitation or solicitation is not authorised or where a regulated disclosure document is required. No person receiving a copy of this Information Memorandum in any jurisdiction may treat it as constituting an offer, invitation or solicitation to that person to apply to make an Investor Loan, in the relevant jurisdiction, if such an offer, invitation or solicitation could not lawfully be made to the person.

1.16 Application Form

The application form relating to the Invitation appended to this Information Memorandum as Schedule 1 (Application Form) (“Application Form”) may only be distributed if attached to a complete and unaltered copy of this Information Memorandum. Prospective Investors should read this Information Memorandum and the Application Form carefully before making a decision about whether or not to make an Investor Loan, and an Investor Loan cannot be made without completing the Application Form.

1.17 Currency

All monetary amounts in this Information Memorandum are in Australian dollars unless otherwise specified.

1.18 Corporate overview

It is also recommended that for an overview of the group’s operations that you read the Corporate Overview which accompanies this Information Memorandum.

WARNING THIS INFORMATION MEMORANDUM IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY AND CAREFULLY CONSIDERED, ALONE OR WITH A POTENTIAL INVESTOR’S PROFESSIONAL ADVISORS, BEFORE DECIDING WHETHER TO APPLY TO MAKE AN INVESTOR LOAN FROM TIME TO TIME.


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2. LETTER TO INVESTORS

Dear Investors,

On behalf of QBIK Pty Ltd (Company), which is the trustee for the QBM Trust (Trust), thank you for the opportunity to present this Information Memorandum and the personal Invitation it contains.

The Company invites potential Investors to apply to make Investor Loans to the Trust, in order primarily to fund the cost of obtaining Queensland Government approvals for the proposed Basalt Mining Project. In particular, funds from the Investor Loans will be used to conduct exploration on the proposed Basalt Mine Site, including drilling activities. Funds will also be deployed to establish administrative infrastructure, costs associated with this capital raising and to meet other due diligence costs associated with the Project. Once successful due diligence has been completed, it is proposed to use the balance of the funds from Investor Loans to obtain an Exploration Permit and then convert it into a formal Basalt Mining Lease, which is required long term to operate the Basalt Mine.

The Company is not seeking to raise any minimum or maximum amount of money in total, but welcomes all applications to make Investor Loans. Having said that, the Company is targeting to raise at least $300,000.

The personal Invitation contained in this Information Memorandum provides an alternate investment opportunity, particularly in the current economic and financial environment, albeit of a speculative kind.

The repayment terms of Investor Loans are, on the successful sale of the Trust's interest in the Basalt Mining Lease, by:

(a) repaying the principal sum under the Investor Loan; and

(b) paying Investors (on a pari passu basis) a Profit Share Payment, being an amount equal to 20% of theGross Sale Price of the Basalt Mining Lease – this is more fully explained in section 3.4 of thisInformation Memorandum.

In addition, Investors will be entitled to preferred tendering status, after the Basalt Mining Lease is issued and the Company seeks to negotiate a long term Project Joint Venture Agreement, for the mining and processing of basalt and commercialising and selling patented basalt products. The Company and Project have the support of local first nations people.

This document must be read in conjunction with the “Corporate Overview” which is attached to this Information Memorandum.

I believe that once you have reviewed this Information Memorandum you will agree that it describes in principle a rewarding and potentially exciting investment opportunity. However, potential Investors should obtain their own independent legal, financial, accounting, investment, taxation or other suitable professional advice before considering the Invitation or applying to make an Investor Loan.

Yours sincerely,

Daniel Mackinnon

CEO - QBIK Pty Ltd


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3. THE OFFER

3.1 Offer period

The Offer period is 6 months or until the Offer is closed by the Company. The Company reserves the right to close the Offer without prior notice. Applicants are encouraged to apply as soon as possible after the Offer opens as the Offer may close before the expiry of the IM.

4. INFORMATION MEMORANDUM.

4.1 Basalt product overview

The Trust has identified that there is a National and global need for basalt products that:

(a) are of a consistent world class standard of construction;

(b) come from a supplier which has a guaranteed supply chain; and

(c) are available at a consistent price.

China and Russia are significant producers of basalt products, but China suffers from product quality issues and Russia from consistency of both product availability and price. Collectively, this has had a significant adverse effect on global demand for basalt products.

The current global market for basalt products is around US$200m, which is expected to expand many fold as a result of various technical and social factors, which are now coming into play.

The Company's long term goal is to become a significant participant in the Australian and then global basalt product market. This first step in achieving this goal is to secure a Basalt Mining Lease over a proven resource, to ensure a long term consistency of supply.

In proving the resource, the Trust will:

(a) ensure at a technical level, that the proposed Basalt Mine is the required grade for basalt productproduction; and

(b) prove the size of the resource, to ensure long term viability of the Basalt Mine Site.

4.2 Purpose of Invitation and Authorised Purpose for Investors' funds

(a) Purpose - The purpose of the Invitation is to provide information to enable potential Investors to decidewhether they wish to make an Investor Loan to the Trust.

(b) Use of funds - The Trust intends to use all Investor Loan money for an “Authorised Purpose”, being:

(i) to fund the cost of initially obtaining an Exploration Permit;

(ii) due diligence about the basalt deposit which the Company has identified on the Mine Site –this includes conducting prospecting on the proposed Basalt Mine Site, and then drilling andscientific testing;

(iii) if initial due diligence investigations are successful, balance funds will be used to apply for andobtain a Basalt Mining Lease, which is required long term to operate the Basalt Mine – thisstage includes engaging a range of experts to prepare supporting reports, surveys, culturaland heritage surveys and other material; and


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(iv) Some funds will also be deployed to establish administrative infrastructure and costsassociated with this capital raising.

(c) Current estimates – The table below contains a current estimate of how funds from Investor Loanswill be allocated:

Timing Item Amount

Exploration Mapping / survey $20,000

Drilling $20,000

Technical analysis $5,000

Consultants fees $120,000

Travel / accommodation costs $20,000

Capex

Corporate / admin Wages N/A

Office expenses $12,000

Capital raising costs $5,000

Website $5,000

Software licences $3,000

Mining tenement costs Exploration permit - application fee $1,337

Exploration permit - consultants $25,000

Basalt Mining Lease - application fee $1,671

Basalt Mining Lease - EIS costs $30,000

Basalt Mining Lease - Cultural and heritage reports

$25,000

Miscellaneous Marketing & Collateral $7,000

Total $300,000

The intended use of funds and planned activities outlined in the table above are current at the date of this IM. These may be altered depending upon any intervening events or changes in the Company or Trust's circumstances. The Company reserve the right to amend the way funds are used or applied.

4.3 Repayment for Investor Loans

Investor Loans will be repaid on the successful sale of the Trust's interest in the Basalt Mining Lease, by:

(a) repaying the principal sum under the Investor Loan; and

(b) paying Investors (on a pari passu basis) a Profit Share Payment - being 20% of the Gross Sale Priceof the Basalt Mining Lease.


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4.4 Calculation of Profit Share Payment

The Profit Share Payment amount is calculated as follows:

PSP = 20% x GSP x [ ILA ÷ TLF ]

Where:

PSP is the amount in AUD$ of the Profit Share Payment for each respective Investor;

GSP is the gross sale price (excluding GST) of the Trust's interest in the Basalt Mining Lease;

ILA is the amount invested by each respective Investor in an Investor Loan; and

TLF is the total amount invested by all Investors under Investor Loans, who rank equally with the Investor.

4.5 Timing of repayments

All Investors who rank equally with the Investor will be paid at the same time, being within 7 days after the date of completion of the sale by the Trust of its interest in the Basalt Mining Lease.

4.6 Loan Agreement

All Investors who make an Investor Loan to the Trust will sign an Investor Loan Agreement with the Company as trustee for the Trust. This Loan Agreement will be forward to the Investor after the Investor's application is approved.

4.7 Operation of the Company

After Investor Loans are made, the Company will make all decisions about how to proceed with Project and the amounts used for each of the Authorised Purposes.

Investors will have any right to request periodic status reports, but will not be actively involved in operational or strategic decisions and have no voting rights.


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5. THE COMPANY

5.1 Background

The Company was registered in 2020, specifically for the Project. The Trust was then later established for the purpose of obtaining the Basalt Mining Lease, as a springboard for later stages of the Project.

5.2 Objectives

The Company’s objectives include, for the benefit of the Trust and all Investors:

(a) conducting due diligence on the Basalt Deposit;

(b) proving the quantity and quality of the Basalt Deposit;

(c) applying for and obtaining an Exploration Permit and a Basalt Mining Lease;

(d) management - to actively and efficiently manage and supervise all aspects of the Project;

(e) procure the sale of the Trust's interest in the Basalt Mining Lease;

(f) research and development of a range of new technologies for basalt production and basalt products,which the Company will then patent; and

(g) for the benefit of the Company, in concert with the sale process, to endeavour to procure the entry intoa long term Project Joint Venture Agreement, for the mining of basalt from the Basalt Mine andconstructing a state of the art basalt processing facility, and commercialising and selling patentedbasalt products.

5.3 CEO - Daniel MacKinnon B.E.

Daniel Mackinnon is the CEO of the Company. Daniel completed his Engineering Degree at University of Queensland in 2005. Before that he attained a Microsoft Certified Systems Engineer (MCSE) Qualification which was the highest level competency that Microsoft awarded in the IT Industry.

His 15 years as a qualified engineer have provided significant experience in a diversity of design, delivery and project management for both innovative and repetitive projects in natural resources (coal & copper) to R’n’D to the maritime and defence sector.

Daniel has worked as a lead engineer on multiple Engineering, Procurement, Construction Management (EPCM) full project cycles on both green and brown field coal handling and processing plants (Coal Mines) and copper & gold processing plants (Gold Mines). He has also led a team as a Senior Engineer in the maritime sector as a defence contractor for a specific class of Navy Warships.

Daniel excels at seeing potential critical path clashes, devising solutions to address the requirements of all critical stakeholders while leading the team to attain and sustain our desired outcome.

A confident communicator who understands the importance of relationships, especially multi-disciplinary teams. His interpersonal skills are well developed and a key factor in his success. An experienced leader, Daniel works well under pressure and has a proven ability to deliver results often in challenging circumstances.

Daniel Is happily married with three wonderful children, aged 4, 2 and 1.


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5.4 Company strategy

(a) Basalt Mining Lease – As stated above, the short term goal of the Company is to undertake duediligence for the Project and if successful, to apply for and obtain a Basalt Mining Lease.

(b) Sale of Basalt Mining Lease – The Trust intends to sell its interest in the Basalt Mining Lease, theproceeds from which, will be used to repay Investor Loans.

(c) R&D - The Company has commenced research and development in relation to processing techniquesfor basalt and their subsequent manufacture into various products. These innovations will be protectedby patents and trademarks. These will be owned in the Company not the Trust.

(d) Mining –The Company's preferred outcome is to enter a Project Joint Venture Agreement, for themining of basalt from the Basalt Mine Site. It is expected that the Basalt Deposit will be proven to bea significant long term asset which can be exploited for many years.

(e) Basalt Processing Facility – Subject to joint venture negotiation outcomes, the Company proposesto construct a state of the art basalt processing facility in close proximity to the Basalt Mine Site. Thesupport of the local first nations people will be invaluable when negotiating key contracts for energy,labour and other critical path Project needs. A significant amount of money will be required to fundthe capital and operational expenses of this facility.

(f) Selling basalt products – If the Company is able to reliably and cost effectively produce its ownpatented basalt products, it will be well placed to sell these both nationally and globally, into a marketwhich is primed to expand.

(g) Global standing - The Company aims to grow its business over time to become a recognised globalleader in the development and sale of its own patented basalt products.

5.5 Legal proceedings

The Director is not aware of any litigation of a material nature pending or threatened, which may significantly affect the Company or the Trust.

5.6 Company Tax Status and Tax Year

The Company and Trust have been issued an Australian Tax File Numbers (“TFN”) and will be taxed in Australia as an Unlisted Limited Company. The financial year of the Company ends on 30 June of each calendar year.

5.7 Consents

The following persons have given, and have not at the date of this IM, withdrawn their consent to be named in this Information Memorandum and any electronic version of it in the form and context in which they are named, and to inclusion of the following information in the form and context in which it is included.

Paul Davis – solicitor Sean Beasley – accountant


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6. BASALT PRODUCTS

6.1 Overview / introduction

Because of good hardness and thermal properties, basalt has traditionally been used in the construction, industrial and highway engineering, in the form of crushed rock. However, it is not commonly known that basalt can also be used in manufacturing and made into fine, superfine ultrafine fibres, which in turn can be processed into a range of commercial products.

A French scientist in 1932 filed the first USA patent, unveiling a technique of producing basalt fibre. Subsequently, the research was furthered in the United States of Soviet Russia (USSR). The development of basalt continuous fibres (BCF) technology was originally conducted in the USSR. However, it had a closed scientific program status, and hence no contact with scientists and engineers was permitted from abroad. The main USSR development efforts were for defence and aerospace applications – for instance, some MIG fight jets have basalt in nose cone components.

More recently, glass, carbon and polyamide fibres have been commonly used in manufacturing of reinforcing bars for concrete applications. Basalt fibre technology products have a vary range of properties that make them perfect for certain high tech uses.

Low cost, high performance basalt fibres, which along with its natural properties, offer potential to solve the global problems. Basalt makes an ideal base product for the manufacture and sale of high value, high tech products across a range of industries. For instance – 1 kg basalt fibre replaces 9.6 kg steel reinforcement.

6.2 Physical advantages of Basalt

The physical advantages usually associated with basalt products are: • Multiple times stronger than steel• 8-10 times lighter than steel• Basalt products have a much higher tensile strength than steel or fibreglass of the same diameter.• Basalt is naturally resistant to alkali, rust and acids• Moisture penetration from concrete does not spall• Needs no special coating like glass fibre rods• Basalt rebar has the same thermal coefficient expansion as concrete• Basalt products are easily cut to length with regular tools• Basalt does not conduct electricity or induce fields when exposed to RF energy, great for MRI or

data buildings• On average 60% less CO2 emission in final concrete structures due to production process• Extremely low coefficient of heat conductivity significantly reduces heat transfer and significantly

improves energy efficiency.• Much higher electrical resistance compared to steel• Copes very well with high temperature performance environments


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6.3 Uses and users of basalt

There is an established global market for basalt products – currently estimated to be worth approximately $300 million. Below is a break-up of the current market, on three different ways.

By Processing Method By Application By End-use Industry

Basalt Fibre Market, Pultrusion Concrete reinforcement Construction & Infrastructure PrePregs Roads Automotive & Transportation Compression Moulding Mesh filters Electrical & Electronics Hand Layup Insulator Wind Energy Resin Moulding Wall Plugs Marine Vacuum Infusion Spray Application Spray Gun Refractory Bricks and Blocks Filament winding Walls and foundations Resin film Infusion (RFI) Coastline reinforcement

Reinforcement for Sports equipment and Automotive Parts Water works Ship & Boats Building Shafts and tunnels

An example of a specific use is where Basalt fibre reinforced polymer (BFRP) reinforcing bars have been recently introduced as an alternative to steel reinforcement for concrete structures and as external support for retrofitting of concrete structures. Basalt fibre has not been widely used, unlike Glass Fibre-reinforced polymer (GFRP) and carbon fibre-reinforced polymer (CFRP) materials. Chopped basalt fibres have also been introduced as an additive to concrete mixes to produce fibre reinforced concrete (FRC).

6.4 Market outlook

The global basalt fibre market is expected to witness significant growth owing to demand from industries such as automotive, building & construction, marine, and electronics. It has emerged as a strong competitor in the fibre reinforcement composite.

In particular, the Basalt fibre market is anticipated to grow exponentially during the next 5 years owing to tremendous growth in the automotive industry especially in emerging economies such as India, China, and Brazil. Moreover, the industry is expected to witness high demand from the automobile and construction sector owing to their resistance power to varying temperatures and chemicals, high mechanical strength, low water absorption, and durability. These fibres are expected to replace the expensive glass and carbon fibres in various industries. Owing to better physical and mechanical properties the basalt fibre finds the application in a wider range of industries and with upcoming product launches provides an excellent growth opportunity for the market. Also, growing population, rising urbanization, and the presence of government support are factors favourable for market growth. Increased government spending in various countries including Saudi Arabia, Mexico, and BRICS is expected to push demand for this industry.

The basalt fibre market can be segmented into continuous and discrete. Continuous basalt fibres are anticipated to witness significant increase owing to efficiency and environment-friendly nature. Technology innovations, raw material development, and new techniques are expected to open new market opportunities for this industry.

Macro drivers of growth in the basalt fibre market include:

• rising environmental concerns and the growing necessity for reducing carbon footprints havetriggered a paradigm shift towards material compatible with the environment among manufacturers;


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• factors such as low cost, high mechanical & chemical strength are anticipated to further propel theproduct penetration rate;

• increasing demand for naturally derived fibres over synthetically produced likely to create newgrowth opportunities for industry participants;

• rising concerns for global warming and environmental pollution will augment the business expansionas the use of basalt fibre in production facilities will cause minimum waste that will help to preservevarious ecological resources; and

• recent advancement in polymer science is paving the way for basalt fibre market growth as theproduct is used for manufacturing brake pads, headliners and other interior applications forautomobile industry.

6.5 Key Market Players

Some of the prominent players in the basalt fibre market are Kamenny Vek (Russia), Zhejiang GBF Basalt Fibre Co. (China), Mafic SA (Ireland), Technobasalt-Invest LLC (Ukraine), Russian Basalt (Russia), ISOMATEX SA (Belgium), INCOTELOGY GmbH (Germany), Sudaglass Basalt Fibre Technology (US), Shanxi Basalt Fibre Technology Co., Ltd (China), Mudanjiang Basalt Fibre Co. (China).

6.6 Technology proposed by the Company

QBIK Technologies have many innovative technologies that are currently in the patent Pending Stage. These patents will secure QBIK to be a market leader in the manufacturing and engineering sectors.

Patent Pending • Perimid – an innovative and inexpensive way of constructing one of the strongest structures known to

man. Basalt is the perfect material to construct this structure out of, this will create the strongest, mostdurable, and inexpensive products in many industries.

• Dove Tail Jigsaw extension joint – this joint specializes in joining thin sheets together.• Basalt Fiber Strengthening (Trade Secret 1) – This manufacturing trade secret may allow regular

Basalt Fiber to have a higher tensile strength than if not treated by this special technique.• Basalt Fiber Matrix strengthening (Trade Secret 2) – This manufacturing trade secret allows stronger

and more durable Matrix chemicals to be used.

When these four technologies are combined at the right economy of scale, there is a substantial market leading advantage that will ensure that QBIK and QBM will be well placed to take advantage of current and future opportunities.

QBIK has more innovative Technologies in other fields including.

• An innovative and quiet heat engine with drastically improved efficiency and economy to theconsumer.

• A Jetty Design that allows remote communities to construct their own jetties without the need of largeexpensive equipment.

If you would like to find out further information regarding QBIK and its technologies, please email [email protected] or [email protected].


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7. LOANS BY INVESTORS TO THE COMPANY

7.1 Investor Loan documentation

(a) Application Form - Each Investor Loan will incorporate information provided by the relevant Investorin and with its Application Form.

(b) Investor Loan Agreement - Each Investor and the Company will enter into a separate agreementgoverning each Investor Loan (“Investor Loan Agreement”) to document the terms which will applyto the Investor Loan. This will be prepared by the Company and forward to the Investor after theInvestor signed Application Form is received and approved.

7.2 Investor Loan funds

(a) Amounts - Investor Loan applications should be for a minimum amount of twenty-five thousand dollars(AUD$25,000) and otherwise in multiples of five thousand dollars (AUD$5,000) (or in either case otheramounts at the Company’s discretion).

(b) Authorised Purpose - The Company may only use the money advanced by an Investor under anInvestor Loan for the Authorised Purpose.

(c) Other Investors - Other Investors will, in most cases, also lend money to the Company to be used forsimilar Authorised Purposes. The Company will treat all Investors the same, in accordance with thisInformation memorandum and the terms of their Investor Loan Agreements.

(d) Use - The money lent by each Investor will be deposited with the Trust, which will then use it at itsdiscretion, but in each case for an Authorised Purpose only.

(e) More money - The Investor may make further advances to the Company from time to time, and theoriginal Investor Loan Agreement (with any variations necessary) will apply to all further advances.

7.3 Investor Loans unsecured and non-recourse

(a) No security - The Company will not grant any security to an Investor to secure an Investor Loan.

(b) No guarantee - No Company Representative guarantees the payment by the Company to an Investorof all or any of the principal and/or interest due to the Investor under an Investor Loan, or is liable toprovide any compensation or indemnity if all or any of the principal and/or interest due to an Investorunder an Investor Loan is not paid to the Investor for any reason (except for fraud by the CompanyRepresentative concerned). In other words, Investor Loans are non-recourse loans, other than to theobligation of the Company to repay the debt in full.

7.4 Investor Loan Term

(a) Term - Investor Loans will generally be for a period from the date of the Investment, to the repaymentof the Loan – which will be the repayment date stated in section 3.5.

(b) No early repayment – The Trust has no ability to repay the Investor Loan any earlier than therepayment date stated in section 3.5.

7.5 Payments to Investors

The Company will not pay interest to Investors on the principal amount of the relevant Investor Loans, but rather, if the Basalt Mining Lease is granted and the Trust sells its interest in it, then each Investor is entitled to a Profit Share Payment.


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7.6 Taxation

(a) Payments - Interest income paid, and principal repaid, by the Company to an Investor in respect offunds lent under an Investor Loan will arise from unsecured loan debts payable by the Trust to theInvestor.

(b) No deductions - The Trust expects that it will not generally be required to deduct any amounts inrespect of tax for domestic Australian Investors, and that Investors will be liable for all taxation inrespect of all receipts arising to them from Investor Loans, with only the Profit Share Payment beingassessable. That is, it is expected that payments to Investors will be pre-tax and the Investors will beresponsible for any tax payable on the Profit Share Payment.

(c) Advice - Investors are strongly encouraged to ensure that their Investor Loans are made by means ofthe most tax efficient vehicle available to them. However, each Investor should obtain their ownindependent legal, financial, accounting, investment, taxation or other suitable professional adviceconcerning any Investor Loan proposed to be undertaken. The information in this section 5.6 is merelya guide and cannot be relied upon at the Issue Date or afterwards, in whole part, as proper advice orany a representation or recommendation concerning it.


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8. RISKS FACTORS

8.1 General

(a) Risks - There are a number of risk factors that could potentially have an impact on the future operatingand financial performance of the Company, and therefore on returns to Investors. Any investment inInvestor Loans involves risk of loss of all or part of the interest and/or principal.

(b) No guarantee - Whilst the Company intends to use prudent management to minimise the risks toInvestors, no Company Representative gives any assurance or guarantee as to the success orotherwise of the Trust or its business, the increase in value or performance of the Trust and/or itsassets, the payment of all or part of any Profit Share Payment and/or principal due under any InvestorLoans and/or the return of investment capital.

(c) Consideration - It is not possible to identify each and every risk, but before applying to make anInvestor Loan, prospective Investors should consider the following risk factors.

8.2 Government approval risk

The Company cannot guarantee the Queensland State Government, via the relevant Government Department, will grant the proposed Exploration Permit and/or the Basalt Mining Lease. If these are both not granted, then the Project will most likely fail and Investors will not be repaid their principal nor a Profit Share Payment.

8.3 Liquidity and funding risk

Neither the Company's shares nor units in the Trust not currently listed on any recognised securities markets. Furthermore, the Trust may be unable to raise capital on suitable terms or at all in the future regardless of its operating performance or prospects. The ability to raise capital may be affected by many factors such as: - general economic outlook; - interest rates and inflation rates; - currency fluctuations; - commodity price fluctuations; - changes in investor sentiment toward particular market sectors; - the demand for, and supply of, capital; and – public health issue and terrorism and other hostilities. Neither the Company nor Company Representatives warrant the future performance of the Company or the Trust or any return on an investment in the Company or the Trust.

8.4 Management risk

There is a risk that management of the Company will not be able to implement the Company’s short term exploration and mining tenure strategy after completion of the capital raising. The capacity of the management to properly implement and manage the strategic direction of the Company may affect the Trust’s financial performance.

8.5 Competition risk

The industry in which the Company will be involved is subject to global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, Company has no influence or control over the activities or actions of its competitors, whose activities or actions may positively or negatively affect the operating and financial performance of the Company's and Trust’s projects and business.

8.6 Economic risk

Changes in local, national and global economic factors could affect the income and capital of the Company and/or the Trust. These economic factors include Australian and international production, inflation or deflation, currency fluctuations, asset price inflation or deflation, the cost of credit, interest rates, employment, consumption, business investment, government expenditure, exports and imports, and Australian or international economic or financial crises. Such situations may lead to loss of income or principal to the Company, and therefore ultimately to Investors. They may also have an adverse effect on the Company and Trust's exploration, development and production activities, as well as on its ability to fund those activities.


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8.7 Regulatory risk

Business performance may be affected by changes in Federal or State government regulation. Changes to commercial, taxation, or other government policies may also affect the ability of the Company to attract investment funds and retain and/or generate income. Such a situation may lead to loss of income or principal to the Company, and therefore ultimately to Investors.

8.8 Natural disasters, world events and social unrest

While the risk may be relatively small, the possibility of natural disasters or social unrest should be recognised as having the potential to affect the Company’s performance. World events such as war or terrorist acts may detrimentally affect the world economy, which may impact on demand for basalt products.

8.9 Covid risk

COVID 19 presents a disruptive risk to the way businesses work and may adversely affect the Company and Trust's exploration, development and production activities.

8.10 Sale and Joint Venture risks

The Trust’s capital requirements depend on numerous factors. Depending on the Company's ability to sell the Trust's interest in the Basalt Mining Lease and/or the Company's ability to enter a Project Joint Venture Agreement or otherwise generate income from its operations, the Company and/or the Trust may require further financing in addition to amounts under the capital raising detailed in this IM. Any additional equity financing will dilute existing Profit Share Payments, and debt financing, if available, may involve restrictions on financing and operational activities. If the Trust is unable to obtain additional financing as needed, it may be required to reduce and / or scale back the scope of its operations.

8.11 Above risks not exhaustive

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company nor the Trust or by Investors. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and/or the Trust.


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9. INVESTOR APPLICATIONS

9.1 Application FormA prospective Investor wishing to apply to make an Investor Loan should do so by means of completing and submitting to the Company the Application Form and providing with it all required supporting information.

9.2 Supporting information

(a) Information - Before the Company will consider any application, a prospective Investor must providewith its Application Form:

(i) Wholesale - for Wholesale Clients: confirmation of their status as a Wholesale Client, whichmay include a completed Accountant's Certificate certifying that the prospective investor is aWholesale Client;

(ii) Sophisticated - for Sophisticated Investors: a completed Licensee's Certificate confirming thematters required by section 761GA (Meaning of retail client - sophisticated investors) of theCorporations Act (a sample Licensee's Certificate is contained in Schedule 3 (Licensee'sCertificate) to this Information Memorandum); or

(iii) Professional - for Professional Investors: evidence acceptable to the Company substantiatingthe prospective investor's status as such within the meaning of section 9 (Dictionary) of theCorporations Act; and

(iv) All - for all prospective Investors (including any Retail Clients) – identification materialacceptable to the Company satisfying relevant Australian anti-money laundering and counter-terrorism financing ("AML/CTF") requirements.

(b) Wholesale - The Company expects that most prospective Investors will qualify as Wholesale Clients,and that they will thus need to provide an Accountant’s Certificate and relevant AML/CTF material.

9.3 Timing

The Company will process applications for Investor Loans based on the time of receipt of a prospective Investor’s Application Form and supporting information, and the value of the relevant Investor Loan.

9.4 Acceptance

The Company reserves the right to accept or reject any application to make an Investor Loan for any reason and in its absolute discretion.

9.5 Payments

(a) To Company - An Investor will be required to pay the amount of the Investor Loan to the Company’sbank account (details of which the Company will forward) shortly after signing its Investor LoanAgreement.

(b) To Investors - Prospective Investors should include details of their preferred bank account in theirApplication Form, to enable electronic payments from the Company.

9.6 Privacy notification

By filling out an Application Form to apply for approval to loan money to the Trust, you are providing personal information to the Company. The Privacy Act 1988 (Cth) regulates the way the Company collects, uses, disposes, keeps secure and gives people access to their personal information. The Company is committed to respecting the privacy of your personal information. The Company has adopted a privacy policy, which states how the Company manages personal information. You can obtain a copy of the policy by writing to the


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Company. The Company collects, holds and uses personal information in order to process your application and if your application is successful, to administer your interest in the Company, including:

(a) the Company setting up and maintaining a register of investors;

(b) the Company making payments to you;

(c) the Company communicating with you, such as sending you reports, notices of meetings and any otherdocument which the Company wishes to send to you as an investor;

(d) the Company carrying out general administration including monitoring, auditing, evaluating, modellingdata, dealing with complaints and answering queries; and

(e) the Company complying with its legal and regulatory obligations.

9.7 Non-disclosure

If you do not provide the information requested in the Application Form, the Company may not be able to process or accept your application to make in Investor Loan to the Trust. Your personal information may be provided to the Company’s agents or service providers on the basis that they deal with such information in accordance with the Company’s privacy policy.

The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be disclosed are:

(a) the accounts department for ongoing administration of the Investor Loan. This is currently maintainedin-house by the Company;

(b) printers and mail houses for the purposes of preparation and distribution of documents to you and forhandling mail; and

(c) professional service providers such as lawyers, accountants, auditors, consultants and otherprofessional advisers for the purposes of administering and advising on operations of the Companyand Trust and for any associated actions.

9.8 Access

You have the right to gain access to your personal information held by, or on behalf of, the Company, subject to certain exemptions under the law. A reasonable fee may be charged for providing access to personal information. You can request access to your personal information by writing to the Company.


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10. CORPORATE DIRECTORY

10.1 Company

Name QBIK Pty Ltd ACN 638 549 809 as trustee for QBM Trust

Attention Daniel Mackinnon

Address 151 Mulgrave Road Cairns QLD 4870

Telephone +61 0408 030 584

Email [email protected]

Website www.qbik.com.au

10.2 Accountants

Name Sean Beasley Accountants

Attention Sean Beasley

Address Level 2, Eastside Building 6 Waterfront Place Robina QLD 4226 Australia

Telephone +61 (07) 5580 9242


10.3 Lawyers

Name Davis Lawyers (ABN 40 257 880 844)

Attention Mr. Paul Davis, Principal

Address PO Box 277, Ashgrove, Queensland 4060, Australia

Telephone +61 (0)7 3367 8888


Website www.davislawyers.com.au


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11. DICTIONARY

In this Information Memorandum unless the context otherwise requires:

ABN means Australian Business Number;

Accountant’s Certificate means a current certificate issued by a qualified accountant certifying that a prospective Investor is a Wholesale Client;

ACN Australian Company Number, issued by the ASIC;

AML /CTF means anti-money laundering and counter-terrorism financing;

Application Form means the application form relating to the Invitation appended to this Information Memorandum as Schedule 1 (Application Form);

ASIC means the Australian Securities and Investments Commission;

Authorised Purpose has the meaning given in section 3.2(a) & (b);

Basalt Deposit means the deposit of basalt which the Company has identified in South East Queensland, as being commercially viable to undertake the Basalt Mining Project;

Basalt Mine Site means a proposed Basalt Mine Site in South East Queensland, which has been identified by the Company as being potentially suitable to mine basalt, for late processing into commercially valuable basalt products;

Basalt Mining Lease means a mining lease granted and administered under Chapters 6 and 7 of the Mineral Resources Act 1989 and Chapter 2, Part 4 of the Mineral Resources Regulation 2013, which will permit basalt and other minerals to be mined from the Basalt Mine Site;

Basalt Mining Project the proposed project by the Company, for mining basalt from the Basalt Mine Site, under the Basalt Mining Lease;

Company means QBIK Pty Ltd (ACN 638 549 809) of 151 Mulgrave Rd Cairns QLD 4870, Australia;

Company Representatives means the Company, the Licensee and/or any of its and/or their officers, employees, agents, advisors, consultants, contractors or other representatives (including the Principals and other persons named or described in this Information Memorandum) and any of its and/or their respective related entities, associates and/or affiliates;

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time;

Dollars, $,$A, A$ or AUD mean the lawful currency of the Commonwealth of Australia;

Exploration Permit means an exploration permit granted and administered under Part 2 of the Mineral Resources Act 1989, which will permit exploration for basalt and other minerals from a site in South East Queensland, which is identified by the Company;

Information Memorandum or IM

means this information memorandum;


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Investor Loan means a loan of money on an unsecured basis from an Investor to the Company, as described further in this IM;

Investors means Wholesale Investors and Retail Clients submitting an Application Form and being accepted by the Company to make an Investor Loan;

Invitation means the invitation to apply to make an Investor Loan to the Company described in this IM;

Issue Date means the date stated on the front cover of this Information Memorandum, being its date of issue;

Loan Agreement the loan agreement between the Investor as lender and the Company as borrower, which will document the terms and conditions of the Investor Loan;

Professional Investor has the meaning given in section 9 (Dictionary) of the Corporations Act;

Project means:

(a) Initially the Trust obtaining an Exploration Permit, conducting due diligence and the then if that is successful, obtaining a Basalt Mining Lease; and

(b) the Trust selling its interest in the Basalt Mining Lease for a profit;

(c) if possible, the Company entering into a long term Joint Venture Agreement; and

(d) ultimately:

(i) operating the Basalt Mining Project;

(ii) developing commercial basalt products and obtaining patents and trademark protection;

(iii) manufacturing and selling commercial basalt products;

Project Joint Venture Agreement

means a joint venture agreement intended to be negotiated and signed by the Company, for the mining of Basalt from the Basalt Mine Site, processing of basalt and commercialising and selling basalt products;

Recipient means the person to whom this Information Memorandum has been delivered;

Retail Client means a person qualifying under section 761G (meaning of retail client and wholesale client) of the Corporations Act;

Sophisticated Investor means a person qualifying under section 761GA (Meaning of retail client - sophisticated investors) of the Corporations Act;

Subsequent Information means any information (whether in writing or otherwise) regarding the Invitation which may be made available to a prospective Investor subsequent to this Information Memorandum;

Term means the term of an Investor Loan;


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TFN Tax File Number, issued by the ATO;

Trust means the QBM Trust, which is a unit trust, formed under a unit trust deed dated # 2020, of which the Company is trustee;

Wholesale Client means a person qualifying as a wholesale client under section 761G(7) (Other kinds of financial product) of the Corporations Act; and

Wholesale Investor means a Wholesale Client, a Sophisticated Investor or a Professional Investor.

12. DIRECTOR'S AUTHORISATION

This Information Memorandum is issued by the Company on behalf of the Trust and its issue has been authorised by a resolution of the Directors dated 3 December 2020.

Daniel Mackinnon


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Application Form TO BECOME AN INVESTOR

COMPLETE FULL NAME DETAILS (PLEASE PRINT) Applicant no 1 Title (Mr, Mrs,

Miss, Ms) Given names Surname / Company name & ACN)

Applicant no 2 Title (Mr, Mrs,


Applicant no 3 Title (Mr, Mrs,


If more than one, tick as appropriate: Joint tenants Tenants in

common Proportions:

Trustee status - the Investor is a trustee No Yes Trust name: Trust ABN:

POSTAL ADDRESS Street no Street (or PO Box details) Suburb State Postcode County if not Australia

TELEPHONE NUMBERS Area code and home number Area code and work number Area code and fax number Contact person if different to applicant(s) Mobile number Email address

TAX FILE NUMBER FOR EXEMPTIONS TFN for applicant 1 TFN for applicant 2 TFN for applicant 3 TFN for trust

BANK ACCOUNT FOR PAYMENTS Account name BSB Bank


Page 26 of 28

12.1 Application

I/we apply to make an Investor Loan to the Company (minimum of A$25,000, multiples of A$5,000, or other at Company’s discretion) in the amount of:

AUD$.....................................

Are you are an existing investor?

☐ Yes ☐ No If yes – existing number:

12.2 Declaration by Investor

By completing, signing and lodging this Application Form, you agree that:

• Information Memorandum - this Application Form was detached from an Information Memorandum relating to Investor Loans issued by the Company dated the Issue Date and the Information Memorandum and Application Form were provided to me/us at the same time;

• understanding - I/we have read and understand the Information Memorandum;

• rejection - I/we understand that the Company has the right to reject this Application in accordance with the Information Memorandum;

• no guarantee - I/we understand that no guarantee or assurance is given as to the success or otherwise of the Company or its business, the increase in value or performance of the Company and/or its assets, the payment of all or part of any interest and/or principal due under any Investor Loans, the payment of income (including at any particular rate of return) and/or the return of investment capital (being the principal due to an Investor under an Investor Loan) if this or a subsequent application to make an Investor Loan to the Company is accepted;

• binding - I/we agree to be legally bound by the terms of the Information Memorandum, as amended from time to time, and confirm that a copy of the Information Memorandum has been made available to me/us for free and that I/we have read it, had a reasonable opportunity to consider it and to obtain independent legal, financial, accounting, investment, taxation or other suitable professional advice before considering the Invitation or submitting this application to make an Investor Loan to the Company;

• details - the details given by me/us in this Application Form are correct and I/we acknowledge that it may be a criminal offence knowingly to provide false, forged, altered or falsified documents or misleading information;

• transfers - I/we understand that Investment Loans are not generally transferrable without the prior written consent of the Company;

• no breaches - none of Investment Loans being applied for will breach or result in a breach of any exchange control, fiscal or other laws or regulations applicable for the time being;

• indemnity - I/we agree to indemnify the Company and any of its affiliates against any loss, liability, damage, claim, cost or expense incurred as a result, directly or indirectly, of any of these declarations proving to be untrue or incorrect;

• privacy - I/we acknowledge the Company’s privacy policies and acknowledge that the Company will hold personal information about me/us and may disclose this information in accordance with its privacy policy;

• joint applications - in the case of joint applications, the joint applicants agree that unless otherwise expressly indicated on this Application Form, the Investor Loan applied for will be held as joint tenants


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and either investor is able to operate its account with the Company and bind the other investor for future transactions, including additional deposits and withdrawals;

• age - I/we am/are over 18 years of age;

• no advice - I/we acknowledge that I/we have not received any advice from the Company; and

• opportunity - I/we have had the opportunity to seek independent professional advice regarding thelegal, financial, accounting, investment, taxation and other implications of making an Investor Loan oradditional Loans to the Company on or after today.

12.3 Identification of Investor

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) requires additional identification information from investors and for the Company to obtain certain documentary evidence to verify that information. Please note that processing an Application may be delayed where the applicant does not provide adequate identification documents.

Please provide certified copies of the requested documentation with the completed Application Form. There are 2 options for identification

INDIVIDUALS Option 1 A certified copy of one (1) of the following: • an Australian driver’s licence containing a photograph of the person;• an Australian passport (current within the preceding two (2) years);• an identification card issued by a State or Territory that contains the date of birth and a• photograph of the card holder;• a foreign government, United Nations or United Nations agency issued passport or similar travel

document containing a photograph and signature of the person (and where the document is not inEnglish, it must be accompanied by an English translation prepared by an accredited translator); or

• a foreign driver’s licence that contains a photograph of the person (and where the document is not inEnglish, it must be accompanied by an English translation prepare by an accredited translator).

Option 2 (2 different forms of proof required) A certified copy of one (1) of the following: • an Australian birth certificate;• an Australian citizenship certificate;• a citizenship certificate issued by a foreign government (and where the document is not in English, it

must be accompanied by an English translation prepared by an accredited translator); or• a birth certificate issued by a foreign government, United Nations or United Nations agency (and

where the document is not in English, it must be accompanied by an English translation prepared byan accredited translator).

PLUS, one (1) of the following: • a certified copy of the following original notice that contains the name and residential address of the

person (a PO Box cannot be accepted):• issued by the Australian Taxation Office within the preceding twelve (12) months, and

records a debt payable to or by the person by or to the Commonwealth of Australia; or• issued by a local government body or utilities provider within the preceding three (3) months

that records the provision of services to the address or person.

COMPANY In addition to the information provided on the Application Form, if the applicant is not a natural individual / person (that is, the applicant is a company, trust (including a self-managed superannuation fund) or partnership) please provide a certificate of incorporation or registration, including registered office address.


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For a proprietary company that is not licensed or subject to regulation, or an Australian listed company or a majority-owned subsidiary, please also provide the names and addresses of each director or beneficial owner on a separate sheet.

Please also provide verification documents required for individuals.

TRUST In addition to the information provided on the Application Form, please provide for all trusts (including self-managed superannuation funds / wrap trusts / master trusts) a copy of the Trust Deed.

POLITICALLY EXPOSED PERSONS (PEPs) To comply with AML/CTF requirements, you must disclose whether you are, or have an association with, a ‘Politically Exposed Person’ (“PEP”).

A PEP is an individual who holds a prominent public position or function in a government body or an international organisation in Australia or overseas, such as a Head of State, or Head of a Country or Government, or a Government Minister, or equivalent senior politician. A PEP can also be an immediate family member of a person referred to above, including spouse, de facto partner, child, and a child’s spouse or a parent. A close associate of a PEP (i.e. any individual who is known to have joint beneficial ownership of a legal arrangement or entity) is also considered to be a PEP.

Executed as a deed.

Signature of applicant no 1 Date: / / Companies must sign in accordance with their Constitution

Signature of applicant no 2

Director

Secretary

Signature of applicant no 3

Witness (any other person)

(Note: JP or C Dec is not required)

Post this signed form to:

QBIK Pty Ltd 151 Mulgrave Road Bungalow Qld 4870 Australia.

Or email to [email protected]

QUALITATIVE | BASALT | INGENUITY QBIK PTY LTD | NOVEMBER 2020

FOR THE MOST MODERN APPLICATIONS

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