FA CON

Qua rterly Report

For the three months ending 3Q j Une 2Q 16

MINER ALS LIMITED ASX Release: 29 July 2016

Summary & Highlights for the Quarter

ACQUISITION OF ALBION 3D

• The Company continues to work closely with Albion 30 to ensure the successful acquisition of an interest in Robo 30; a fast growing USA-based company that designs and markets a range of consumer-focused products in the emerging 30 printing industry.

• The Company has held discussions with the ASX regarding its

  Falcon Minerals Limited

  ASX Code: FCN

  ACN: 009 256 535

  Unit 1, 245 Churchill Avenue

  Subiaco WA 6008

  PO Box 8319, Subiaco East WA 6008

  proposed transaction and is working through some points to move the transaction to completion. Falcon has lodged a submission with the ASX and expects to provide some news on the transaction in early August 2016.

  Tel: Fax: Email :

  08 9382 1596

  08 9382 4637

  [email protected]

  ROBO 3D

• Robo 30 has experienced strong growth across its business, generating estimated sales of c. US$4.6 million in the 12 months to June 2016, compared to c. US$2.4 million over the corresponding prior year period (unaudited) .

  SUSPENSION OF SECURITIES

• The Company's securities will remain suspended until the Company completes the Albion 30 transaction.

  MINERAL ASSETS

• The Board intends to seek opportunities to divest the Company's existing mineral exploration assets.

• The sale of the Saxby Project was completed during the quarter.

• The Company agreed to sell the Windanning Hill project to its joint venture partner for a cash consideration of $112,500. The transaction is expected to complete this quarter.

• Preliminary discussions have been held regarding the divestment

  of the Collurabbie Ni-Cu-PGE Project.

  Capital Structure

  259.2 million shares

  Cash at Bank - $0.3J M

  Board Members

  Richard Diermajer -NE Chairman Ron Smit - Managing Director

  Ray Muskett -NE Director

  Key Projects

  Pending acquisition of Albion 3D (51% interest in Robo 3D)

  Develops, designs, manufactures and sells 3D printers

  Collurabbie Ni-Cu-PGE (100%) Massive Ni-Cu-PGE sulphides at the Olympia Prospect. Significant potential remains for additional discoveries.

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  Corporate

  Acquisition of Albion 3D Investments Pty Ltd

  As announced on 3 December 2015, Falcon has agreed to acquire 51% of the share capital of Robo 30, Inc (Robo 3D) via the acquisition of 100% of the share capital of Albion 30 Investments Pty Ltd (Albion 3D), subject to shareholder approval. Robo 30 is a fast growing USA-based company (founded in 2012) that designs and markets a range of consumer focused products in the emerging 30 printing industry. The key terms of the agreement are outlined in the ASX release dated 3 December 2015 (Falcon to acquire Robo 30) and as revised in the ASX release dated 18 May 2016 (Update on Acquisition of Albion 30).

  Suspension of Falcon Securities

  On 2 May 2016, Falcon went into a trading halt and subsequently a voluntary suspension whilst it executed a replacement term sheet for the acquisition of Albion 30.

  On 12 May 2016, the ASX released a Consultation Paper detailing a number of proposed changes to its admission and quotation requirements. In addition, ASX made amendments to Guidance Note 12: Significant Changes to Activities to address some emerging issues in relation to back door listings. The ASX (among other things) amended the Suspension from Quotation policy, with immediate effect, so that entities securities would be suspended from the time of the announcement of the proposed transaction and would remain suspended until the entity has re-complied with the ASX's admission and quotation requirements.

  On 18 May 2016, Falcon released to the market information pertaining to changes to the original term sheet to acquire 51% of Robo 30. The ASX under its new policy enforced the continuation of the suspension of Falcon securities. The Company's securities will remain suspended until it completes the Albion 30 transaction.

  Submission to the ASX

  The Company has held discussions with the ASX regarding its proposed transaction and is working through some points to move the transaction to completion. Falcon has lodged a submission with the ASX and understands that the Listing Committee will review the matter in the first week of August 2016. The Company will provide some news on the transaction in early August 2016.

  Robo 3D Growth

  Robo 30 has experienced strong growth across its business, generating estimated sales of c. US$4.6 million in the 12 months to June 2016, compared to c. US$2.4 million over the corresponding prior year period (unaudited).

  Sales of US$2.1 million for the six months ended 30 June 2016 (unaudited), c. 80% higher than corresponding period last year.

  Cash Balance & Investments

  At the end of the quarter the Company had a cash balance of $0.31M. Shares held by the Company in other entities are listed in Table 1.

  Table 1: Share investments held by Falcon Minerals Limited Investments Number of shares held

  Kingston Reources Limited (KSN) 91,895 Strategic Energy Resources Limited (SER) 3,000,000

  Mineral Exploration Activities

  The Board intends to seek opportunities to divest the Company's existing exploration assets.

  The Company currently manages and operates one exploration project, namely the Collurabbie Project. It has an interest in three other projects which are subject to sale or joint venture (Saxby, Windanning Hill & Deleta) and are managed by other parties.

• The Collurabbie Project is the Company's most advanced project and contains significant but to date sub­ economic nickel mineralisation (Olympia Prospect) . The project is 200 km north of Laverton in the Duketon Greenstone Belt of Western Australia. The Company and its former JV partners have been exploring the project area for more than a decade and have completed airborne and ground geophysical surveys, surface geochemical surveys and a high volume of drilling. The Company has a 100% interest in this project with BHPB retaining an option over the off-take rights to any ore or concentrate produced.

  During the quarter, the Company surrendered a number of mineral leases deemed non-strategic. It has retained two exploration licences that cover the most prospective ground and includes the Olympia Prospect. The Company has commenced preliminary discussions regarding the sale of the project and expects to make a decision on the divestment in the next month or so. Any sale will be subject to the completion of the acquisition of Albion 30.

• Subsequent to the end of the quarter, the sale of the Saxby Project (EPM 15398) to Strategic Energy Resources Limited (Strategic) was completed . The transfer of tenure was approved on 5 July 2016 by QLD DNRM. The Company has been issued 3,000,000 fully paid ordinary shares in Strategic and Falcon retains a 1.5% net smelter return royalty in the event that Strategic commences mining at the Saxby Project. The Saxby Project is 165 km north-northeast of Cloncurry in the Gulf Country of northwest Queensland and contains the Lucky Squid gold prospect.

• The Company has agreed to sell its interest in the Windanning Hill Project to its joint venture partner Minjar Gold Pty Ltd (Minjar Gold) for $112,500. The project is located 75km southeast of Yalgoo and consists of two Mining Leases (M59/379 and M59/380) and includes the Keronima gold deposit. Transfer of title and payment is expected this quarter. Falcon will retain no interest in the project.

• Regis Resources Limited is the operator and manager of the Deleta Joint Venture which began in September 1998 . The project is located within the northern parts of the Duketon greenstone belt (and immediately south of the Company's Collurabbie Project) and is considered prospective for gold and nickel. The Company retains a 20% free carried interest to completion of a feasibility study.

There were no major field activities completed on the Company's project during the quarter. General

During the quarter $11,000 was spent on exploration activities. The mining tenements held at the end of the

quarter and their location is listed in Table 2.

For further information on Falcon Minerals Limited and/or Albion 30 Investments Pty Ltd please contact:

Falcon Minerals

Ron Smit

Albion 30

Ryan Legudi

Managing Director www.falconmi nerals.com.au [email protected] .com.au

phone: 08 9382 1596

Director

[email protected]

Competent Persons Statement

The information in this report that relates to Exploration Results is based on information compiled or reviewed by M r Ronald Smit, M anaging Director for Falcon Minerals Limited. Mr Smit is a M ember of the Australasian Institute of Mining and M etallurgy (Aus/M M) and has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person, as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Smit consents to the inclusion in the report of the matters based on his information, in theform and context in which it appears.

The exploration results for all projects were previously prepared and disclosed under the JORC Code 2004 and have not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. The Company confirms that the form and context in which the Competent Person's findings are presented here have not been materially modified from the original market announcement. Refer to www.falconminerals.com.au for previous project announcements.

Table 2: Summary of mining tenements held at the end of quarter (30 June 2016) and their location

Note I: Subsequent to end of quarter, transfer of title completed to Strategic.

Note 2: Project sold, transfer of title to Minjar Gold expected to complete this quarter.