TEN SIXTY FOUR LIMITED (X64)

The company releases its Quarterly Activities Report for the Period Ending 31 March 2023

The Company, Philsaga Mining Corporation, Mindanao Mineral Processing and Refining Corporation and Komo Diti Traders Ltd are now negotiating and finalising the suite of detailed documentation to give effect to the terms agreed in the Restructuring Framework Agreement. The parties have agreed to extend the timeframe for the execution of the detailed documentation to 31 May 2024. The execution of the detailed documentation is an important step towards the effectuation of the DOCA, which has also now been extended to 31 May 2024, but which may be further extended if required and by agreement of the parties to the standstill arrangements.

The Company, Philsaga Mining Corporation, Mindanao Mineral Processing and Refining Corporation, Komo Diti Traders Ltd, Mr Raul C. Villanueva and the Deed Administrator have now executed a restructuring framework agreementwhich sets out certain key terms and processes agreed between them for achieving a restructuring of certain inter-company commercial, operational and financing arrangements between the Company, DTL, MMPRC and PMC. Pursuant to the terms of the standstill agreements, the current milestone deadlines for entry into such definitive documentation and the effectuation of the DOCA is 29 March 2024, which may be extended by agreement of the parties to the standstill arrangements.

The Company, Philsaga Mining Corporation, Mindanao Mineral Processing and Refining Corporation and Komo Diti Traders Ltd continue to work on the restructuring framework agreement in relation to the in-principle terms of the restructuring of the intercompany debt obligations and certain commercial arrangements between for the purpose of effectuation of the DOCA. The date before which the restructuring framework agreement is to be executed has been extended to 15 March 2024. The sunset date for effectuation of the DOCA remains 29 March 2024, as previously advised, unless further extended by mutual agreement.

The company lodges its Half Year Accounts - 31 December 2022.

The Company, Philsaga Mining Corporation, Mindanao Mineral Processing and Refining Corporation and Komo Diti Traders Ltd continue to work on the restructuring framework agreement in relation to the in-principle terms of the restructuring of the intercompany debt obligations and certain commercial arrangements between for the purpose of effectuation of the DOCA. The date before which the restructuring framework agreement is to be executed has been extended to 8 March 2024 and the sunset date for effectuation of the DOCA to 29 March 2024 by agreement.

The Company, MMPRC, KDTL and PMC continue to work on the restructuring framework agreement in relation to the in-principle terms of the restructuring of the intercompany debt obligations and certain commercial arrangements between for the purpose of effectuation of the DOCA. The date for this to be agreed has been extended to 21 February 2024 by mutual agreement. All other matters outlined in the Company's 2 February 2024 release remain on track.

The following shares will be released from voluntary escrow on Monday 26 February 2024: 13,913,470 Fully Paid Ordinary. These shares were issued as part of the consideration to effect the Company's acquisition of its Drummond Basin gold assets, as announced on 3 February 2022, and outlined in the updated Proposed Issue of Securities form lodged on 23 February 2022.

The Company has recently received a dividend of US$1.94m from its subsidiary Mindanao Mineral Processing and Refining Corporation. The Company has also executed standstill agreements with MMPRC and Komo Diti Traders Limited which are its two largest creditors. The standstill agreements provide that the debts due from X64 to MMPRC and KDTL will not be enforced during the standstill period. KDTL has also entered into a standstill agreement with Philsaga Mining Corporation, the company that operates the Co-O mine, which provides that PMC will not enforce the debt owed to it by KDTL during the standstill period.

The Company has reached a resolution of claims made by Mr Welker, a former Managing Director of the Company, alleging that his employment was wrongfully terminated. The Company has acknowledged that no grounds existed justifying the termination of his employment on 5 July 2022, and that his resignation was valid.

Philsaga Mining Corporation informed the Company that operations at the Co-O Minesite have today resumed in those areas of the minesite and the associated infrastructure having been declared safe. Operations at the gold mill operated by Mindanao Mineral Processing & Refining Corporation (MMPRC; 80% owned by the Company) have also resumed.

The Company has been informed by Philippines operating company Philsaga Mining Corporation that a fatal accident occurred at the Co-O underground mine on 6 November 2023. A rockfall occurred underground which tragically resulted in the fatality of a 25 year old underground worker. The worker was taken to the site Philsaga Mining Hospital but was pronounced dead on arrival. A detailed investigation at Philsaga level is ongoing. Activities in the immediate area have been suspended until the detailed investigation is completed. The rest of the mine continues to operate. The Company is not currently in position to advise of the potential impact to it in relation to production and revenue at this time, due to the ongoing dispute regarding the legal ownership of Philsaga.

A DOCA was executed by Martin Ford and Simon Theobald, Komo Diti Traders Ltd, and X64 pursuant to which X64 will be able to exit its voluntary administration and placed into DOCA. Komo Diti, a wholly owned subsidiary of X64 which was not subject to the voluntary administration process, negotiated and executed the DOCA to return the Company to the X64 board and its shareholders. Following execution of the DOCA, the management and Board of X64 will work with the Deed Administrators, to complete certain conditions precedent prior to completion of the DOCA administration. Following execution of the DOCA, the Board and management of X64 will commence negotiations with PMC with the intention to restructure and settle the various disputes which predate the appointment of the Board on 19 June 2023. No assurances can be provided by X64 or the Administrators, that such disputes will be resolved or such commercial restructuring achieved. X64 continues its review of the facts and circumstances which have given rise to the recent disputes.

Since commencement of the Administration, the Administrators have been working towards understanding the issues which led to the Company's Administration and exploring restructuring options to enable control of X64 to be returned to its directors. This has included a focus on the following matters: restoring the Company to a position of balance sheet solvency; Restoring the Company to cash flow solvency; and Determining a suitable structure, such as a Deed of Company Arrangement that may deal with any contingent claims arising against the Company. The Administrators obtained Court orders for a six month extension of the convening period for the second meeting of creditors of the Company to 29 January 2024 to allow them sufficient time to conduct their investigations into the Company's affairs. e Administrators have been in discussions with parties to enable a restructuring to occur and have received a DOCA proposal from Komo Diti Traders Limited. It is anticipated that any reinstatement to trading in the Company's securities will be progressed by the Company's directors following conclusion of the Administration. However, there is no guarantee that trading in the Company's securities will be reinstated. Throughout the course of the Administration, mining activity has continued at the Company's subsidiaries. Total gold produced for Financial Year ended 30 June 2023 was 78,081 ounces. Total gold produced for the three months ended 30 September 2023 was 17,749 ounces. The disputes in respect of the alleged transfer of ownership of PMHI are ongoing and are currently before the Filipino Courts. The Company is not currently a party to any such disputes. The Administrators' position is to await the decision of the Filipino Courts to determine the legal owner of the 60% shareholding.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Monday, 21 August 2023 would have its securities suspended from Official Quotation before the commencement of trading on Tuesday, 22 August 2023. The following entity has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2024 and consequently will have its securities suspended from quotation immediately. The company has failed to pay to ASX the annual listing fees for the year ending 30 June 2024, and its securities are already suspended from quotation.

Shareholders in this company should consider crystallising a capital loss in 2023/24 by selling their shares. This process is now much easier and quicker. It can be achieved online by entering transaction details here. While, this usually makes good economic sense we recommend you seek professional advice before buying or selling securities, your accountant is probably the best person.

The Administrators have commenced an analysis of the Company's business and affairs including an investigation into the Company's assets and mining operations. The Administrators are undertaking this work in accordance with their duties and will report to creditors in due course in accordance with such duties and report to the market as required. The Administrators are aware of a letter being circulated that is written by the purported President of Philsaga Mining Corporation, the operating entity of X64's mining operation. The letter makes a series of allegations. The administrators do not intend to comment on the allegations except that those allegations, and others they are aware of, are being actively investigated as part of the administrators' investigations into the business and affairs of the Company. The Administrators will keep relevant stakeholders informed of the progress of the Administration as required under various laws.

PwC's Martin Ford and Simon Theobald were appointed as Voluntary Administrators effective 2 July 2023.

The company releases the results of its meeting. The Board is aware that there are considerable issues that require addressing, in particular the relationship between X64 and Philsaga Mining Corporation, and the requotation of the Company's shares on the ASX. The Company expects to provide further details on the pathway forward in coming days.

The Company refers to the disclosure under "˜Total Costs incurred by the Company' on page 5 of the Company's Notice of Extraordinary General Meeting. Since making the 12 May Announcement, the Directors' have since: commenced further investigations into the matter, which remain in progress; and been looking further into the actual costs referrable to rectifying the tenement defects disclosed, which also remain in progress.

Whilst the Company continues to retain 100% legal control of its operating subsidiaries, a substantial part of the legacy issues that has been identified relates to the ownership structure of the Group in existence since the Company had commenced operations in the Philippines. The Company has been and continues to take steps during this period of suspension to investigate and to determine the affect (if any) on the Company in relation to applicable Philippine regulations. The Company is currently a party to litigation in the Philippines commenced by Raul Villanueva, concerning a variety of allegations relating to ownership and/or management of the Company and several of its' Philippine associate companies. The Company is confident that it will be successful in defending the litigation and that the litigation will be concluded expeditiously. The Company will keep the shareholders informed of any material developments. The Western Australia Supreme Court proceedings (COR 120 of 20224 ) concerning the Company's duty of care to former directors and officeholders have been dismissed by consent and the parties have entered into a Deed of Settlement. The terms of the Settlement are confidential and do not involve any admission of liability or material cost to the Company. Diamond Drilling at Monteagle (Katie's Hill Prospect) on EPM 27074 is anticipated to commence mid-June 2023. The suspension of trading of the Company's shares on the Australian Securities Exchange will remain in effect until the completion of the Operational Audit and lodgement of the Company's outstanding periodic reports including its' December 2022 Half-Year Financial Report.

The high-grade gold mineralised system at the Co-O Mine has continued to demonstrate growth and the ability to replenish the Ore Reserve. Total Measured and Indicated Mineral Resources for the Co-O Mine are now estimated at 1.6 million tonnes at a grade of 9.75 g/t gold for 505,000 ounces. Co-O Mine Ore Reserves are now estimated at 1.8 million tonnes at a grade of 5.47 g/t gold for 318,700 ounces. After accounting for overall production of ~90,000oz in 2022, the Co-O Mine resource ounces and Ore Reserves ounces decreased by less than 4%.

Ten Sixty Four Limited is scheduled to hold an Extraordinary General Meeting at 9:30am (WST) on Tuesday, 20 June 2023. The Board recommends that Shareholders vote AGAINST all of the Vitrinite Resolutions.

The securities of Ten Sixty Four Limited remain in suspension pending an announcement regarding the ongoing Operational Audit of the Co-O Gold Operation and the lodgement of the Company's periodic financial reports. The broader review of Co-O which includes the Operational Audit is ongoing. All activities relating to mining, processing, gold production, resource exploration and underground development of the Tigerway Decline project are continuing.

On 21 April 2023, the Company received a request to call a general meeting to consider resolutions that would seek to overturn the entire Board. The request made by Vitrinite Holdings Pty Ltd, Vitrinite Pty Ltd and Vitrinite Holdings LLC comes after the Vitrinite Group's failed attempt to alter the membership of the Board in October 2022.

The company requests an extension of the voluntary suspension of its securities pending an announcement following the completion of an Operational Audit of the Co-O Gold Operation and the announcement of the FY2023 Half-Year Financial Report. The broader review of Co-O which includes the Operational Audit, is advancing and is considering a range of safety, mining, maintenance, procurement, human resources, financial and legal issues. All activities relating to mining, processing, gold production, resource exploration and underground development of the Tigerway Decline project are continuing. The company requests that the voluntary suspension remain until the company makes an announcement or the commencement of trading on 11 May 2023.

The Company requests that the voluntary suspension remain until the earlier of the Company making an announcement to the market in relation to an operational update on the Co-O gold mine, or the commencement of trading on Tuesday, 11 April 2023.

Comprehensive operational audit underway at the Co-O Gold Mine. Potential outcomes could include a change to FY2023 production and cost guidance. Site leadership change implemented following a sustained period of safety and operational underperformance. Ongoing operations at Co-O are unaffected by the audit and will continue as normal.

The securities of Ten Sixty Four Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of X64, pending the release of an announcement in relation to an operational update on the Co-O gold mine.

name changed from Medusa Mining Limited