Prospectus IPO - Final Print Version€¦ · TTICUS RESOURCES LIMITED ABN 34 124 782 038 PROSPECTUS For the offer of 15,000,000 Shares at an issue price of 20 cents each with 15,000,000

TTICUS RESOURCES LIMITED ABN 34 124 782 038

PROSPECTUS

For the offer of 15,000,000 Shares at an issue price of 20 cents each with 15,000,000 free

attaching Options to raise up to $3,000,000.

Lead Manager

Patersons Securities Limited

ABN 69 008 896 311

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

If you do not understand it you should consult your professional advisers without delay. The Securities

offered by this Prospectus should be considered speculative.

A T T I C U S R E S O U R C E S L I M I T E D P r o s p e c t u s

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IMPORTANT NOTICE

This Prospectus is dated 30 August 2007 and was lodged with the ASIC on that date. The ASIC and its

officers take no responsibility for the contents of this Prospectus or the merits of the investment to which

the Prospectus relates.

The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this

Prospectus was lodged with the ASIC (Expiry Date). No Securities may be issued on the basis of this

Prospectus after the Expiry Date.

Application will be made to ASX within seven (7) days after the date of this Prospectus for Official

Quotation of the Shares and Options the subject of this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons

who come into possession of this Prospectus should seek advice on and observe any of these restrictions.

Failure to comply with these restrictions may violate the applicable securities laws. Applicants who are

resident in countries other than Australia should consult their professional advisers as to whether any

governmental or other consents are required or whether any other formalities need to be considered and

followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not

be lawful to make such an offer.

No person is authorised to give any information or make any representation in connection with the Offer

described in this Prospectus. Any information or representation not so contained may not be relied on as

having been authorised by the Company in connection with the Offer.

It is important that investors read this Prospectus in its entirety and seek professional advice where

necessary. The Securities the subject of this Prospectus should be considered speculative.

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at

www.atticusres.com.au. Any person accessing the electronic version of this Prospectus for the purpose of

making an investment in the Company must be an Australian resident and must only access the

Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an application form unless it is

attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this

Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the

Company.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to

enable this Prospectus to be examined by market participants prior to the raising of funds. Potential

investors should be aware that this examination may result in the identification of deficiencies in the

Prospectus and, in those circumstances, any application that has been received may need to be dealt with

in accordance with Section 724 of the Corporations Act.

Applications for Securities under this Prospectus will not be processed by the Company until after the

expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior

to the expiry of the Exposure Period.

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KEY INFORMATION

Indicative Timetable

Lodgement of Prospectus with the ASIC 30 August 2007

Offer opens 7 September 2007

Offer closes (5.00pm WST) 2 October 2007

Despatch of Holding Statements 15 October 2007

Expected date for listing on ASX 18 October 2007

All dates are indicative and may be subject to change. The Company reserves the right to extend the

Closing Date or close the Offer early without prior notice. Investors are encouraged to submit their

applications as soon as possible.

Key Offer Statistics

Offer price $0.20

Number of Shares currently on issue 14,400,000

Number of Shares to be issued to tenement vendors 600,000

Number of Shares to be issued under the Offer 15,000,000

Number of Shares on issue at completion of the Offer 30,000,000

Total proceeds to be raised from the Offer $3,000,000

Market Capitalisation at the Offer price at completion of the Offer $6,000,000


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CONTENTS

1. CORPORATE DIRECTORY .......................................................................................................1

2. CHAIRMAN’S LETTER.............................................................................................................2

3. INVESTMENT OVERVIEW.......................................................................................................3

4. DETAILS OF THE OFFER..........................................................................................................7

5. COMPANY AND PROJECT OVERVIEW...................................................................................10

6. DIRECTORS AND CORPORATE GOVERNANCE .......................................................................11

7. INDEPENDENT GEOLOGIST’S REPORT ..................................................................................15

8. INVESTIGATING ACCOUNTANT’S REPORT ............................................................................45

9. SOLICITOR’S REPORT ON TENEMENTS .................................................................................56

10. RISK FACTORS.....................................................................................................................67

11. MATERIAL CONTRACTS .......................................................................................................70

12. ADDITIONAL INFORMATION ...............................................................................................75

13. DIRECTORS’ AUTHORISATION .............................................................................................83

14. GLOSSARY ..........................................................................................................................84

Application Forms

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1. CORPORATE DIRECTORY

Directors

Geoff Donohue - Chairman

Peter Ironside - Director

Peter McIntyre - Director

Share Registry

Computershare Investor Services Pty Ltd*

Level 2 Reserve Bank Building

45 St George’s Terrace

PERTH WA 6000

Telephone: (08) 9323 2001

Company Secretary

Peter Ironside

Solicitors to the Company

Steinepreis Paganin

Level 4, Next Building

16 Milligan Street

PERTH WA 6000

Registered Office

Ground Floor

168 Stirling Highway

NEDLANDS WA 6009

Telephone: (08) 9423 5925

Facsimile: (08) 9389 1750

Email: [email protected]

Auditors

BDO Kendalls Audit & Assurance (WA) Pty Ltd

128 Hay Street

SUBIACO WA 6008

Website

www.atticusres.com.au

ASX Code: ACZ

Investigating Accountant

BDO Kendalls Corporate Finance (WA) Pty Ltd

Level 8

256 St Georges Terrace

PERTH WA 6000

Lead Manager

Patersons Securities Limited

Level 23, Exchange Plaza

2 The Esplanade

PERTH WA 6000

Independent Geologist

CSA Australia Pty Ltd

Level 1, 47 Burswood Road

BURSWOOD WA 6100

* This entity is included for information purposes only. It has not been involved in the preparation of this

Prospectus.


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2. CHAIRMAN’S LETTER

Dear Investor,

On behalf of the Directors, I am pleased to present this Prospectus and invite you to invest in Atticus

Resources Limited.

This Prospectus has been issued by Atticus for the purpose of offering 15 million Shares at 20 cents each

together with one free attaching Option for every Share subscribed for, to raise $3.0 million before costs,

with a minimum subscription of $2.5 million before costs.

The Company will apply for both the Shares and Options to be admitted for quotation on the ASX.

Atticus holds a beneficial interest in three gold exploration projects located in the northern part of the

Eastern Goldfields Province of the Yilgarn Craton, Western Australia as follows: Hartwell Bore and Harris

Find are both 100% owned by APG Resources, a wholly owned subsidiary of Atticus, and Yundamindera is

subject to a farmin with BrilliantGold Pty Ltd.

In addition to its existing exploration projects, Atticus intends to seek opportunities for further

acquisitions that meet the Company’s objectives.

The Atticus Board brings together a strong combination of business and resources experience that will

ensure sound management in the development and enhancement of the Company’s existing assets, and

in its pursuit of future opportunities.

This Prospectus includes details of the Company, its assets and current business activities, together with

the risks associated with investing in Atticus. I recommend that you study this Prospectus carefully and, if

you are interested in investing in Atticus, seek independent professional advice.

On behalf of the Directors, I look forward to welcoming you as a shareholder in Atticus.

Yours sincerely

GEOFF DONOHUE

CHAIRMAN

30 August 2007

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3. INVESTMENT OVERVIEW

3.1 Important Notice

This Section is not intended to provide full information for investors intending to apply for

Securities offered pursuant to this Prospectus. This Prospectus should be read and considered

in its entirety.

3.2 Objectives

The objectives of the Company are to enhance the value of its existing projects and to identify

and evaluate and, if appropriate, complete acquisitions or other opportunities of merit.

On completion of the Offer, the Board believes the Company will have sufficient working capital

to achieve these objectives.

3.3 Summary of Assets

The Atticus tenements comprise three project areas located in the northern part of the Eastern

Goldfields Province (EGP) of the Yilgarn Craton, Western Australia.

Hartwell Bore Project

• Located over a sequence of felsic volcanics, sediments, ultramafics, basalt and dolerite

on the western margin of the southern Yandal greenstone belt.

• Extensive Rotary Air Blast (RAB) drilling has identified two significant supergene gold

anomalies developed at depths of between 10 and 60 metres below surface.

• Reverse Circulation (RC) drilling to bedrock has identified primary gold mineralisation

associated with a sediment unit at the Hartwell Bore southern anomaly and on a

contact between felsic and intermediate rocks, 700m east of the southern anomaly

intersection.

• The Company intends to conduct an exploration program of regolith interpretation

and in-fill soil sampling, re-interpretation of the aeromagnetic data, geological review

and deeper drilling of the primary targets.

The Yundamindera Project

• Located south southwest of Laverton near the historic mining centre of Yundamindera.

• Historical drilling has identified widespread low-level gold anomalies.

• The Company intends to conduct an exploration program of data review, a detailed

aeromagnetic survey and interpretation to identify structural features related to

mineralisation and additional drilling to define and test the anomalies.

The Harris Find Project

• Located in the Eastern Goldfields of Western Australia on the western margin of the

Lake Violet-Millrose Greenstone Belt.

• Soil sampling traverses and RC drilling has been conducted by previous explorers

around historical workings.

• An exploration program of soil geochemistry, aeromagnetic data processing and

interpretation and drilling of existing untested soil anomalies is proposed.


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Project Location Plan

A detailed review of the technical aspects of the projects is contained in the Independent

Geologist’s Report (Section 7).

3.4 Key Risk Factors

Investors should be aware that there are a number of risk factors specific to the Company and

industry in which it operates. Key areas of risk include (without limitation):

• The exploration programmes undertaken by the Company may not define economic

mineralisation;

• Tenements have a finite term and are subject to certain terms and conditions including

expenditure and renewal requirements;

• Market conditions affecting mining companies may impact on the price of the

Company’s Securities regardless of operating performance.

Refer to Section 10 for more detailed information on these and other risk factors.

I n v e s t m e n t O v e r v i e w

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3.5 Purpose of the Offer and Use of Proceeds

It is intended to apply funds raised from the Offer as follows (assuming the Offer is fully

subscribed to raise $3,000,000):

Year 1 Year 2 Total

Evaluation and exploration 693,000 955,000 1,648,000

Expenses of Offer 414,010 - 414,010

Administration Costs(1)

- 301,280 301,280

Unallocated working capital 336,710 300,000 636,710

Total 1,443,720 1,556,280 3,000,000

(1) Administration costs for Year 1 will be covered by current cash at bank.

The minimum subscription for the Offer is $2,500,000. Should the minimum subscription be

raised, the ability of the Company to meet all of the expenditure conditions of the Tenements

and other expenditure requirements in general will not be affected. If less than the full

subscription is received, the amount of unallocated working capital will be reduced by a

maximum of $500,000 (less the reduction in expenses of the Offer).

Following completion of the Offer, the Company will have sufficient working capital to carry out

its stated objectives.

3.6 Indicative Timetable

Lodgement of Prospectus with the ASIC 30 August 2007

Opening Date 7 September 2007

Closing Date 5.00pm WST on 2 October 2007

Despatch of Holding Statements 15 October 2007

Expected date for listing on ASX 18 October 2007

3.7 Capital Structure

The capital structure of the Company following completion of the Offer is summarised below1:

Shares Number

Shares on issue at date of Prospectus 14,400,000

Shares to be issued to vendors2 600,000

Shares on offer pursuant to this Prospectus 15,000,000

Total Shares on issue at completion of the Offer3 30,000,000


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Options

Options on issue at date of Prospectus 14,400,000

Options on offer pursuant to this Prospectus 15,000,000

Total Options on issue at completion of the Offer3 29,400,000

Notes:

1 Refer to Investigating Accountant’s Report for further information.

2 Refer to Section 11 for further information.

3 Assumes that the Offer is fully subscribed.

Restricted securities

Subject to the Company being admitted to the Official List, certain of the Securities on issue

prior to the Offer are likely to be classified by ASX as restricted securities and will be required to

be held in escrow.

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4. DETAILS OF THE OFFER

4.1 The Offer

By this Prospectus, the Company offers for subscription up to 15,000,000 Shares at 20 cents

each and 15,000,000 free attaching Options (on the basis of one (1) Option for every Share

subscribed for) to raise up to $3,000,000 before costs.

The Shares and Options offered under this Prospectus will rank equally with the existing

Securities on issue except for any existing Securities that may be subject to a period of escrow.

The rights attaching to the Shares and Options are summarised in Section 12.1.

4.2 Applications

Applications for Securities under the Offer must be made using the Application Form.

Payment for the Shares must be made in full at the issue price of 20 cents per Share.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of

1,000 Shares. Completed Application Forms and accompanying cheques must be mailed or

delivered to:

Computershare Investor Services Pty Ltd

GPO Box D182

PERTH WA 6840

or

Computershare Investor Services Pty Ltd

Level 2 Reserve Bank Building

45 St George’s Terrace

PERTH WA 6000

Cheques should be made payable to “Atticus Resources Limited – Share Offer Account” and

crossed “Not Negotiable”. Completed Application Forms must reach one of the above

addresses by no later than the Closing Date.

The Company reserves the right to close the Offer early, which will have consequential changes

to all subsequent dates noted in the timetable in Section 3.6.

4.3 Allotment

Subject to ASX granting approval for the Company to be admitted to the Official List, allotment

of Securities offered by this Prospectus will take place as soon as practicable after the Closing

Date. Prior to allotment, all application monies shall be held by the Company on trust. The

Company, irrespective of whether the allotment of Securities takes place, will retain any

interest earned on the application monies.

The Directors reserve the right to allot Securities in full for any application or to allot any lesser

number or to decline any application. Where the number of Securities allotted is less than the

number applied for, or where no allotment is made, the surplus application monies will be

returned by cheque to the applicant within seven (7) days of the allotment date.


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4.4 Minimum Subscription

The minimum subscription to be raised pursuant to this Prospectus is $2,500,000.

If the minimum subscription has not been raised within four (4) months after the date of this

Prospectus, all applications will be dealt with in accordance with the Corporations Act.

4.5 Oversubscriptions

There is no provision to accept any oversubscriptions.

4.6 ASX Listing

The Company will apply to ASX within seven (7) days after the date of this Prospectus for

admission to the Official List and for Official Quotation of the Securities offered under this

Prospectus together with all other existing issued Shares and Options. If ASX does not grant

permission for Official Quotation of both the Shares and Options within three (3) months after

the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none

of the Securities offered by this Prospectus will be allotted or issued. In that circumstance, all

applications will be dealt with in accordance with the Corporations Act.

4.7 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction,

or to any person to whom, it would not be lawful to make such an offer or to issue this

Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be

restricted by law and persons who come into possession of this Prospectus should seek advice

on and observe any such restrictions. Any failure to comply with such restrictions may

constitute a violation of applicable securities laws. No action has been taken to register or

qualify these Securities or otherwise permit a public offering of the Securities the subject of this

Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the

allotment and issue of the Securities pursuant to this Prospectus. The return of a completed

Application Form will be taken by the Company to constitute a representation and warranty by

the applicant that all relevant approvals have been obtained.

4.8 Underwriter

The Offer is not underwritten.

4.9 Lead Manager

Patersons Securities Limited has been appointed Lead Manager to the Offer. Pursuant to the

mandate, the Company will pay a Lead Manager fee of $25,000 and a placement fee of $83,700.

Refer to Section 11.4 for further details regarding the terms and conditions of this agreement.

4.10 Commissions on Application Forms

The Company reserves the right to pay a commission of 5% (inclusive of goods and services tax)

of amounts subscribed to any licensed securities dealers or Australian Financial Services

licensee in respect of valid applications lodged and accepted by the Company and bearing the

stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will

be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian

Financial Services licensee.

D e t a i l s o f t h e O f f e r

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4.11 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System

(CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a

wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement

Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Share and Option

holders will receive a statement of their holdings in the Company. If an investor is broker

sponsored, ASTC will send a CHESS statement.

4.12 Risk factors

Prospective investors in the Company should be aware that subscribing for securities the

subject of this Prospectus involves a number of risks. These risks are set out in Section 10 of

this Prospectus and investors are urged to consider those risks carefully (and if necessary,

consult their professional adviser) before deciding whether to invest in the Company.

The risk factors set out in Section 10, and other general risks applicable to all investments in

listed securities not specifically referred to, may in the future affect the value of the Securities.

Accordingly, an investment in the Company should be considered speculative.

4.13 Privacy Statement

If you complete an Application Form for Securities, you will be providing personal information

to the Company. The Company collects, holds and will use that information to assess your

application, service your needs as a Shareholder and to facilitate distribution payments and

corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the

register, including bidders for your securities in the context of takeovers; regulatory bodies,

including the Australian Taxation Office; authorised securities brokers; print service providers;

mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. If you

wish to do so, please contact the Share Registry at the relevant contact number set out in this

Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by

legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules

such as the ASTC Settlement Rules. You should note that if you do not provide the information

required on the application for Securities, the Company may not be able to accept or process

your application.


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5. COMPANY AND PROJECT OVERVIEW

5.1 Background

Atticus Resources was incorporated on 5 April 2007 for the initial purpose of acquiring gold

projects and undertaking exploration in Western Australia. The Board of Atticus Resources has

technical and corporate expertise in the resources sector.

On 8 May 2007, Atticus, pursuant to the Share Sale Agreement (refer to Section 11.1) acquired

its wholly owned subsidiary, APG Resources.

5.2 Details of the Exploration Assets

The Company, through its wholly owned subsidiary APG Resources, has acquired an interest in,

or agreed to acquire an interest in, the following tenements:

Tenement Registered Holder or Applicant

ELA 36/653 APG Resources Pty Ltd

E 53/783 Galtrad Pty Ltd

P 53/1241 Galtrad Pty Ltd

P 53/1242 Galtrad Pty Ltd

E 39/1110 BrilliantGold Pty Ltd

ELA 39/1249 BrilliantGold Pty Ltd

Refer to Section 11 for details of the agreements entered into with the registered holder or

applicant.

A detailed review of the technical aspects of the projects is contained in the Independent

Geologist’s Report (Section 7).

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6. DIRECTORS AND CORPORATE GOVERNANCE

6.1 Directors

Geoff Donohue (B.Com, CPA)

Mr Geoff Donohue (48) has 24 years experience at both board and senior management level

within public companies and the securities industry.

His prior experience includes eight years as a director of a Perth based investment banking

organisation where he was involved in management and corporate finance. In 1996 he co-

established Ausvaal Pty Ltd, a principal based investment and corporate management company,

of which he is currently a director and co-owner. He is also the Chairman of Essa Australia

Limited, a manufacturer of sampling and sample preparation equipment, which is listed on ASX.

He was a director of Alphawest Limited, a national IT services company, from its date of listing

on ASX and was instrumental in the company’s corporate direction which involved its takeover

by Optus Networks Pty Limited.

Mr Donohue holds a Bachelor of Commerce from James Cook University of North Queensland,

Graduate Diploma in Financial Analysis from the Securities Institute of Australia and is a

Certified Practicing Accountant.

Peter McIntyre (BSc, MBA, FIEAust)

Mr Peter McIntyre (51) has been involved in the mining industry for nearly 25 years, which

included 15 years with WMC Ltd in various senior management positions. He has been involved

with the development of major projects including St Ives Gold and Mt Keith Nickel, as well as

Central Norseman Gold Operations. He has consulted to a number of resource companies and

finance groups, advising on corporate structures, capital raisings, acquisitions and strategic

alliances, as well as on other strategic, business and operational issues. He is currently

Managing Director of Extract Resources Limited and a director of Metex Resources Limited

(both listed on ASX) and is a director of Kalahari Minerals plc (AIM listed company).

Mr McIntyre is a chartered Civil Engineer and a Fellow of the Institution of Engineers, Australia.

He also completed an MBA program at the Massachusetts Institute of Technology in Boston.

Peter Ironside (B.Com, CA)

Mr Peter Ironside (52) is a Chartered Accountant and business consultant with over 19 years

experience in the exploration and mining industry. He has been a director and/or company

secretary of several ASX listed companies and is currently a director and company secretary of

Integra Mining Limited (listed on ASX). In 1996, he co-established Ausvaal Pty Ltd with Geoff

Donohue, a principal based investment and corporate management company, of which he is

currently a director and co-owner. Mr Ironside consults to a number of resource companies

providing accounting, corporate and management services.

6.2 Management

The Company is aware of the need to have sufficient management to handle the exploration of

the tenements. As the Company progresses the exploration of its projects, the Board will

continually monitor the management roles in the Company and look to appoint additional

management and/or consultants when and where appropriate to ensure proper management

of the Company projects.

The Company has elected not to appoint any full time employees at this stage in order to

conserve the Company’s cash position.


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The Company is also in the process of appointing one or more consulting geologists who will be

used on an as needed basis and engaged on normal commercial terms. These consultants will

have expertise in the mineralisation proposed to be explored on the tenements and experience

in the geographical areas upon which the tenements are located.

6.3 Corporate Governance

The Directors monitor the business affairs of the Company on behalf of Shareholders and have

formally adopted a corporate governance policy which is designed to encourage Directors to

focus their attention on accountability, risk management and ethical conduct. The following

corporate governance practices comply with ASX Corporate Governance Council

recommendations unless otherwise stated:

Board of Directors

The Board operates in accordance with the broad principles set out in its charter.

Role of the Board

The Board is responsible for ensuring that the Company is managed in a manner which protects

and enhances the interests of its Shareholders and takes into account the interests of all

stakeholders. This includes setting the strategic directions for the Company, establishing goals

for management and monitoring the achievement of these goals.

Because of the limited size of the Company and its financial affairs and operations, the use of

separate remuneration and audit committees of the Board of Directors is not considered

practicable or presently appropriate. All matters that might properly be dealt with by such

committees are currently dealt with by the full Board of Directors.

Composition of the Board

The names and details of the Directors of the Company in office at the date of this Prospectus

are set out in Section 6.1.

The composition of the Board is reviewed on an annual basis to ensure the Board has the

appropriate mix of expertise and experience. Where a vacancy exists, through whatever cause,

or where it is considered that the Board would benefit from the services of a new Director with

particular skills, the Board determines the selection criteria for the position based on the skills

deemed necessary for the Board to best carry out its responsibilities and then appoints the

most suitable candidate who must stand for election at the next general meeting of

shareholders.

The Chairman, Mr Geoff Donohue, is not an independent Director. However, the Board believes

Mr Donohue is the most appropriate person for the position of Chairman because of his

experience and proven track record as a public company director.

Responsibilities of the Board

The responsibilities of the Board include strategic guidance, monitoring financial performance,

financial reporting and audits, leadership selection and performance reviews,

remuneration/reward management, risk management, and relationships with exchanges,

regulators and continuous disclosure.

D i r e c t o r s a n d C o r p o r a t e G o v e r n a n c e

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Term of Office

Under the Company's Constitution, the minimum number of Directors is three. At each Annual

General Meeting, one third of the Directors (excluding the Managing Director) must resign, with

Directors resigning by rotation based on the date of their appointment. Directors resigning by

rotation may offer themselves for re-election.

Performance of Directors and Managing Director

The performance of all Directors, the Board as a whole and the Managing Director and

Company Secretary are reviewed annually.

Conflict of Interest

In accordance with the Corporations Act and the Company’s Constitution, Directors must keep

the Board advised, on an ongoing basis, of any interest that could potentially conflict with those

of the Company. Where the Board believes a significant conflict exists, the Director concerned

does not receive the relevant Board papers and is not present at the Board meeting whilst the

item is considered.

Independent Professional Advice and Access to Company Information

Each Director has the right of access to all relevant Company information and to the Company’s

executives and, subject to prior consultation with the Chairman, may seek independent

professional advice at the Company’s expense. A copy of advice received by the Director is

made available to all other members of the Board.

Remuneration

The Company’s practice is to remunerate fairly and responsibly and part of the remuneration is

to be incentive based as considered appropriate by the Board.

The performance of the Company depends upon the quality of its Directors and executives. To

prosper, the Company must attract, motivate and retain highly skilled Directors and executives.

To this end, the Company embodies the following principles in its remuneration framework:

• provide competitive rewards to attract high calibre executives;

• link executive rewards to shareholder value; and

• establish appropriate performance hurdles in relation to variable executive

remuneration.

Due to the limited size of the Company and of its operations and financial affairs, the use of a

separate Remuneration Committee is not considered necessary or efficient. The Board has

taken a view that the full Board will hold special meetings or sessions as required. The Board

are confident that this process for determining remuneration is stringent.

Corporate Reporting

The Managing Director and CFO or equivalent will make the required certifications to the Board.

External Auditors

The Board shall be directly responsible for the appointment, reappointment or replacement

(subject, if applicable, to Shareholder ratification), remuneration, monitoring of effectiveness,


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and independence of the external auditors, including resolution of disagreements between

management and the auditor regarding financial reporting.

The Board shall pre-approve all audit and non-audit services provided by the external auditors

and shall not engage the external auditors to perform any non-audit/assurance services that

may impair or appear to impair the external auditor's judgement or independence in respect of

the Company. The Board may delegate pre-approval authority to the Company Secretary. The

decisions of the Company Secretary to whom pre-approval authority is delegated must be

presented to the Board at its next scheduled meeting.

BDO Kendalls Audit & Assurance (WA) Pty Ltd (ABN 79 112 284 787) is the Company’s external

auditor.

Risk Assessment and Management

The Board is responsible for ensuring there are adequate policies in relation to risk

management, compliance and internal control systems. In summary, the Company’s policies

are designed to ensure strategic, operational, legal, reputation and financial risks are identified,

assessed, effectively and efficiently managed and monitored to enable achievement of the

Company’s business objectives.

Considerable importance is placed on maintaining a strong control environment. The Board

actively promotes a culture of quality and integrity.

Environment, Health and Safety Management

The Company recognises the importance of environmental and occupational health and safety

issues and is committed to the highest levels of performance.

Code of Conduct

The Company has developed a Code of Conduct (the Code) which has been fully endorsed by

the Board and applies to all Directors and employees. The Code is regularly reviewed and

updated as necessary to ensure it reflects the highest standards of behaviour and

professionalism and the practices necessary to maintain confidence in the Company’s integrity.

In summary, the Code requires that at all times all Company personnel act with the utmost

integrity, objectivity and in compliance with the letter and the spirit of the law and Company

policies.

Directors, officers, consultants, management and other employees are prohibited from trading

in the Company’s shares, options and other securities in the following circumstances:

• if they are in possession of price-sensitive information; and

• speculative trading for a short term gain.

- 15 -

7. INDEPENDENT GEOLOGIST’S REPORT

A.B.N. 077 165 532

Level 1, 47 Burswood Road

PO Box 139, Burswood

Western Australia 6100

Telephone: +61-8-9355 1677

Facsimile: +61-8-9355 1977

Geological Consultants

• •

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•

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•

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CSA

CSA Australia Pty Ltd

22 August 2007

The Directors

Atticus Resources Limited


Nedlands WA 6009

Dear Sirs

CSA Australia Pty Ltd (‘CSA’) has been commissioned by Atticus Resources Limited (‘Atticus’) to provide an

Independent Geologist’s Report on gold Exploration properties located in Western Australia in which

Atticus has an interest. This report is to be included in a Prospectus to be lodged with the Australian

Securities and Investments Commission (‘ASIC’) on or about 30 August 2007, offering for subscription 15

million Shares at an issue price of 20¢ per Share (the Prospectus) to raise a total of $3.0 million (before

costs associated with the issue).

CSA has not been requested to provide an Independent Valuation, nor have we been asked to comment

on the Fairness or Reasonableness of any vendor or promoter considerations. CSA has therefore not

offered any opinion on these matters.

CSA has based its review of the Atticus mineral properties on information provided by Atticus, along with

technical reports prepared by government agencies and previous Tenement holders, and other relevant

published and unpublished data. Site visits were conducted to Yundamindera and Harris Find projects. No

site visits were undertaken to the Hartwell Bore project area because the relevant tenement was still

under application. We have endeavoured, by making all reasonable enquiries, to confirm the authenticity

and completeness of the technical data upon which the Independent Geologist’s Report is based. A final

draft of the report was also provided to Atticus, along with a written request to identify any material

errors or omissions prior to lodgement. Where appropriate, and in accordance with ASIC Practice Note 55

and Update 183, consent has been obtained to quote opinions expressed in unpublished reports prepared

by other professionals on the properties concerned.

The Atticus tenements comprise three project areas located in the northern part of the Eastern Goldfields

Province (EGP) of the Yilgarn Craton, Western Australia. The Hartwell Bore project comprises one

Exploration Licence under application, the Yundamindera project two Exploration Licences of which one is

granted and the other is under application, and the Harris Find project of one granted Exploration Licence

and two granted Prospecting Licences. In total all projects cover an aggregate area of 123.7 square

kilometres.


- 16 -

The legal status, including Native Title considerations, associated with the tenure of the Atticus properties

is the subject of a separate Solicitor’s Report, which appears elsewhere in this Prospectus. These matters

have not been independently verified by CSA. The present status of Tenements listed in this report is

based on information provided by Atticus, and the report has been prepared on the assumption that the

Tenement applications will prove lawfully accessible for Evaluation.

The Independent Geologist’s Report has been prepared in accordance with the Code and Guidelines for

Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (‘The

VALMIN Code’), which is binding upon Members of the Australasian Institute of Mining and Metallurgy

(AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and guidelines issued by such

bodies as the ASIC and Australian Stock Exchange (ASX), which pertain to Independent Expert Reports.

The Atticus properties are considered to represent ‘Exploration Projects’ which are speculative in nature.

CSA considers, nonetheless, that the projects have been acquired on the basis of sound technical merit.

The properties are also considered to be sufficiently prospective, subject to varying degrees of

Exploration, development and policy risk, to warrant further Evaluation of their economic potential,

consistent with the proposed programs.

Exploration and Evaluation programs summarised in the report amount to a total expenditure of

approximately $1.6 million, of which Atticus plans to spend approximately $0.7 million in the first year of

assessment. The Exploration programs and budgets provided by Atticus have been proposed on the basis

that not all Tenement applications will be granted and lawfully accessible for Exploration over the initial

two years of the venture.

Atticus intends to raise $3.0 million, and at least half the liquid assets held, or funds proposed to be raised

by Atticus are understood to be committed to the acquisition, Exploration and development of mineral

properties, satisfying the requirements of ASX Listing Rules 1.3.2(b) and 1.3.3(b). CSA also understands

that Atticus has sufficient working capital to carry out its stated objectives, satisfying the requirements of

ASX Listing Rule 1.3.3(a). The company has prepared staged exploration and Evaluation programs, specific

to the potential of each project, which are generally consistent with Atticus’ budget allocations.

It is considered that sufficient Exploration has taken place in the last 2 years to justify the proposed

programs and expenditure, satisfying the requirements of ASX Listing Rule 1.3.3(a). In instances where

Exploration has not been carried out in the last 2 years, CSA considers that the relevant areas have

sufficient technical merit to justify the proposed programs and associated expenditure. The proposed

budgets also exceed the anticipated minimum annual statutory expenditure commitments on the various

project Tenements.

The Independent Geologist’s Report has been prepared on information available up to and including 21

August 2007. CSA has provided consent for the inclusion of the Independent Geologist’s Report in Section

7 of the Prospectus in the form and context in which the report appears and has not withdrawn that

consent prior to lodgement of the Prospectus with the ASIC.

CSA is an integrated mineral industry consulting firm, which has been providing services and advice to

international mining companies and financial institutions since 1986. The primary author of this report,

Bill Clayton, is a professional geologist with more than 15 years experience in the Exploration and

Evaluation of mineral properties within Australia and elsewhere internationally. Mr Clayton is an Senior

Consultant of CSA. Mr Clayton is a member of the Australian Institute of Geoscientists (AIG) and has the

appropriate and relevant qualifications, experience, competence and independence to be generally

considered an “Expert” and a “Competent Person” under definitions provided in the VALMIN Code. This

document is co-authored by Mr Mick Elias, a professional geologist with more than 25 years experience in

the Exploration and Evaluation of mineral properties within Australia and elsewhere internationally. Mr

Elias is a Director of CSA, a Fellow of the Australasian Institute of Mining and Metallurgy, a Chartered

Professional and a “Competent Person” under definitions provided in the VALMIN Code.

I n d e p e n d e n t G e o l o g i s t ’ s R e p o r t

- 17 -

Neither CSA, nor the authors of this report, have or have had previously, any material interest in Atticus

or the mineral properties in which Atticus has an interest. Our relationship with Atticus is solely one of

professional association between client and independent consultant. This report is prepared in return for

professional fees based upon agreed commercial rates and the payment of these fees is in no way

contingent on the results of this report.

Yours sincerely

______________________ M Elias

Director


- 18 -

E XE C UT IV E S UMM ARY


Province (EGP) of the Yilgarn Craton, Western Australia. The Harris Find and Hartwell Bore projects are

located on the western margin of the Yandal greenstone belt and the Yundamindera project is located in

the Mulgabbie domain of the Edjudina-Laverton greenstone belt. The Harris Find and Hartwell Bore

projects are located within greenstone belts that have a high gold endowment (Yandal belt >13Moz Au)

and have minor historic workings within the tenements.

The Hartwell Bore Project is located over a sequence of felsic volcanics, sediments, ultramafics, basalt

and dolerite on the western margin of the southern Yandal greenstone belt. Much of the tenement is

covered in colluvium and a major palaeo-drainage channel traverses the tenement in a north-easterly

direction. Extensive RAB drilling has identified two significant supergene gold anomalies developed at

depths of between 10 to 60 metres below surface. RC drilling to bedrock has identified primary gold

mineralisation associated with a sediment unit at the Hartwell Bore southern anomaly. Follow up drilling

to the initial intersection in NDYHWBC-12 (5m @ 3g/tonne from 80m and 3m @ 8g/tonne from 139m

with the hole finishing in mineralisation) failed to intersect significant mineralisation and no further

drilling has been carried out. A second intersection of primary gold mineralisation was intersected in a

single drill hole (NDYHWBC-11) drilled 700 metres to the east. Low-grade mineralisation is associated with

the contact between basalt and felsic-intermediate volcanics where it appears to be intruded by a

porphyry. This contact has not been tested at depth or along strike. An exploration program of regolith

interpretation and in-fill soil sampling, re-interpretation of the aeromagnetic data and geological review is

proposed for a total exploration expenditure of $68,000.

The Yundamindera Project is located south southwest of Laverton near the historic mining centre of

Yundamindera. The project covers a large area of an early monzogranite intrusive that hosts auriferous

quartz veining within north-northwest trending brittle-ductile shears in the Yundamindera area. The

tenement is almost completely covered by colluvium and sand plain overlying a northeast palaeo-

drainage system. Widely spaced traverses of RAB drilling have tested the western granite-greenstone

contact and the northern interior of the granite over a strike distance of 7 kilometres. Additional drilling

has been completed over low-order vacuum auger and soil geochemical anomalies. To date, widespread

low-level gold anomalies have been identified in drilling with the best intersection of 2 metres at 0.52

grams per tonne Au reported from a water bore within the granite. Most of the anomalies reported from

the vacuum auger and RAB drilling programs have not been in-filled and it is not possible to delineate the

anomalous zones with confidence. An exploration program of data review, a detailed aeromagnetic

survey and interpretation to identify structural features related to mineralisation and additional drilling

with a total exploration expenditure of $1,364,000 is planned.

The Harris Find Project is hosted by basalt close to the granite-greenstone contact of the northern Yandal

greenstone belt and has been tested by soil sampling traverses and RC drilling around the workings.

Drilling intersected the lode at shallow depth and returned intersections of 12.5 grams per tonne Au over

1 metre and 6.87 grams per tonne over 4 metres. Mineralisation is hosted by quartz lodes developed

within a narrow N-NW trending shear zone. Soil anomalies outside the area of the workings have not

been in-filled or tested by drilling. An exploration program of soil geochemistry and drilling amounting to

$216,000 is proposed.


- 19 -

CONT EN T S

EXECUTIVE SUMMARY ....................................................................................................................18

1 Introduction.............................................................................................................................21

2 Hartwell Bore gold project ELA36/653 ....................................................................................23

2.1 Introduction ....................................................................................................23

2.2 Location and Physiography .............................................................................24

2.3 Tenements ......................................................................................................24

2.4 Regional Geological Setting ............................................................................24

2.5 Local Geological Setting ..................................................................................25

2.6 Exploration History .........................................................................................26

2.7 Conclusion.......................................................................................................27

2.8 Proposed Exploration......................................................................................28

3 Yundamindera gold project E39/1110.....................................................................................28

3.1 Introduction ....................................................................................................28


3.3 Tenements ......................................................................................................28




3.7 Conclusion.......................................................................................................33


4 Harris Find gold Project E53/783, P53/1241 & P53/1242 .......................................................35

4.1 Introduction ....................................................................................................35


4.3 Tenements ......................................................................................................35




4.7 Conclusion.......................................................................................................38


References.......................................................................................................................................40

Glossary .........................................................................................................................................41


- 20 -

F i g ures

Figure 1 Location plan showing Atticus Resources project locations .............................................22

Figure 2 Location plan of Hartwell Bore & Harris Find tenements with gold deposits from GSWA

Mindex database.............................................................................................................23

Figure 3 Local geology of Hartwell Bore project area (1:500 000 GSWA geology) .........................25

Figure 4 Location plan of Yundamindera tenements showing local gold mines and occurrences .29

Figure 5 Local geology of the Yundamindera project E39/1110(GSWA interpreted solid geology)31

Figure 6 Yundamindera project – distribution of maximum downhole gold..................................33

Figure 7 General geology of the Yandal greenstone belt (GSWA solid geology) ............................36

Figure 8 Harris Find soil sampling results and drillhole locations ..................................................39

T abl es

Table 1 Hartwell Bore – Tenement Summary .................................................................................24

Table 2 Summary of Historic Exploration Activity- Hartwell Bore ..................................................27

Table 3 Significant intersections of primary mineralisation............................................................27

Table 4 Proposed Exploration Budget.............................................................................................28

Table 5 Yundamindera tenement summary ...................................................................................29

Table 6 Summary of historic exploration activity - Yundamindera project ....................................33

Table 7 Proposed Exploration Budget.............................................................................................34

Table 8 Harris Find Project - Tenement Summary .........................................................................35

Table 9 Summary of historic exploration activity - Harris Find .......................................................38

Table 10 Selected drill results - Harris Find.....................................................................................38

Table 11 Proposed Exploration Budget...........................................................................................39


- 21 -

1. INTRODUCTION

CSA Australia Pty Ltd (‘CSA’) has been commissioned by Atticus Resources Limited (‘Atticus’) to provide an

Independent Geologist’s Report on gold exploration properties located in Western Australia in which

Atticus has an interest. This report is to be included in a Prospectus to be lodged with the Australian

Securities and Investments Commission (‘ASIC’) and is an Independent Technical Assessment – it is not a

valuation report and does not express an opinion as to the value of mineral assets nor to the “fairness and

reasonableness” of any transactions.


Province (EGP) of the Yilgarn Craton, Western Australia. The Hartwell Bore project comprises one

Exploration Licence under application, the Yundamindera project two Exploration Licences of which one is

granted and the other under application, and the Harris Find project of one granted Exploration Licence

and two granted prospecting licences. The tenements cover portions of Archaean greenstone sequences

that are prospective for gold mineralisation. In total all projects cover an aggregate area of 123.7 square

kilometres.

The Atticus projects are greenfields exploration projects, no mineral resources have yet been identified.

The projects are considered speculative and subject to varying degrees of exploration and financial risk.

CSA is satisfied that the projects are sufficiently prospective to warrant exploration at the budgetary levels

indicated by the company, using the exploration programs indicated to CSA during the Assessment.


- 22 -

Figure 1 Location plan showing Atticus Resources project locations


- 23 -

2. HARTWELL BORE GOLD PROJECT ELA36/653

2.1 Introduction

The Hartwell Bore project is located approximately 575 kilometres northeast of Perth and 32 kilometres

east-northeast of Leinster (Figure 1).

The project is situated on the western margin of the southern Yandal greenstone belt, some 47 kilometres

south of the Bronzewing gold mine and 27 kilometres west of the Darlot gold mine (Figure 2).

Figure 2 Location plan of Hartwell Bore & Harris Find tenements

with gold deposits from GSWA Mindex database


- 24 -

Minor historic gold workings are reported within the tenement. These consist of two shafts developed on

a narrow, east-west striking quartz vein of limited strike and depth extent. There is no record of

production from the prospect but rock chip samples taken by Australian Resources Limited from the area

have reported grades of up to 10 grams per tonne Au. A significant amount of exploration has been

completed on the project; the main phase of work was completed by Australian Resources Limited who

completed regional RAB drilling on 200m x 25m and 100m x 25m grids. Subsequent work has

concentrated on following up Au anomalies identified from this work. Two significant supergene Au

anomalies have been identified. These are designated Hartwell Bore North and Hartwell Bore South.

Hartwell Bore North has reported best intersections of 1 metre at 6.7 grams per tonne Au in saprolite and

7 metres at 1.33 grams per tonne Au in clay-saprolite-quartz veining. Broad zones of anomalous Au are

also present, including 32 metres at 0.3 grams per tonne Au in saprolite. Hartwell Bore South has

intersected similar mineralisation within the saprolite zone including 11 metres at 2.5 grams per tonne

Au, 4 metres at 5.9 grams per tonne Au and 24 metres at 0.4 grams per tonne Au. Follow-up RC drilling to

identify a bedrock source has met with limited success; however there are indications of structural

complexity and inadequate testing of favourable lithological contacts.

2.2 Location and Physiography

The project area is located on the Sir Samuel 1: 250 000 Geological Survey of Western Australia Sheet SG

51-13. The topography is subdued; ferruginous saprolite is developed over basalt in the south and east of

the tenement and the central and northern areas form part of a broad southwest-trending drainage

system.

2.3 Tenements

Hartwell Bore consists of a single exploration licence under application - E36/653; tenement details are

listed in Table 1.

Table 1 Hartwell Bore – Tenement Summary

Tenement Holder Status Blocks Area

(kilometres2)

Expenditure

Commitment

ELA36/653 APG Resources Pty Ltd Application 9 26.86 $20,000

2.4 Regional Geological Setting

The southern Yandal greenstone belt comprises low-grade metamorphosed felsic volcanics, extrusive and

intrusive mafic and ultramafic rocks and chemical sedimentary rocks. The contacts with external

granitoids are faulted. The western margin of the greenstone is defined by the major north-northwest

trending Gardiner and Mt McClure faults and is characterised by a wide zone of strong ductile

deformation, local high grade metamorphism (amphibolite facies) and intercalated granitoid and

greenstone rocks. The southern Yandal greenstone belt can be sub-divided into three domains, the

Warrida Domain on the western margin, the Spring Well Complex in the central part of the belt and the

Darlot Domain on the eastern margin of the belt. The Warrida and Darlot Domains are represented by

mafic, ultramafic, felsic to intermediate volcanic and associated epiclastic rocks. They are separated by

the Spring Well Complex comprising metamorphosed felsic-intermediate lavas and pyroclastic rocks.


- 25 -

2.5 Local Geological Setting

The Hartwell Bore project is located in the Warrida Domain close to the western margin of the Yandal

greenstone belt. The geological sequence comprises intermediate to felsic undifferentiated volcanics and

sediments (shale, chert) in the west that are in faulted contact with a relatively thick talc-altered schistose

ultramafic unit and a thick sequence of undifferentiated basalt and dolerite to the east. Felsic porphyry

intrusives have been intersected in some deeper RC drill holes. The tenement lies between the major Mt

McClure Fault to the west and the Ockerburry Fault to the east. An easterly facing direction is interpreted

for the intermediate to felsic units in the western part of the Yandal greenstone belt and the stratigraphy

dips sub-vertically to moderately east or west.

In the south of the area the stratigraphy strikes north-northeast, swinging to an east-northeast

orientation north of the tenement due to the influence of a southeast-trending fold axial plane developed

during regional transpression accompanied by strike-slip movement on bounding shear zones (Figure 3).

Figure 3 Local geology of Hartwell Bore project area

(1:500 000 GSWA geology)


- 26 -

Ferruginous saprolite crops out in the south and east of the project, with minor occurrences in the

northern part. Most of the tenement is covered by colluvium or mottled saprolite lag. There is a major

Tertiary drainage channel trending southwest across the central area of the tenement; this is clearly

visible on the aeromagnetic data and the transported material severely limits the effectiveness of surface

geochemical exploration methods. The Tertiary drainage obscures the magnetic response of the

underlying geology, making structural and stratigraphic correlation more difficult. Dolerite units form the

major magnetic response within the stratigraphy. The magnetic response of the intermediate-felsic

volcanic and sedimentary sequences is weak, as is the retrograde-altered ultramafic unit.

The depth of the transported material in the north is generally shallow (<15 metres) but can be up to 40m

within the palaeochannel. In the south the transported material is only 0-3 metres thick in the west and

up to 15 metres towards the eastern margin.

2.6 Exploration History

The first major phase of gold exploration within the tenement was carried out by Australian Resources

Limited (ARL-Arimco) between 1990 and 1997. ARL were the former owners of the Mount McClure gold

mine, 30 kilometres north of the project area. The following summary describes this and subsequent

exploration work on the project area. Exploration statistics are summarised in Table 2.

1990 – 1997 Australian Resources Limited - Arimco (ARL)

ARL completed extensive east – west oriented RAB drilling traverses over the tenement between 1994

and 1997, with in-fill drilling focussing on the Hartwell Bore North and Hartwell Bore South anomalies.

Thirteen shallow RC holes were drilled to a set depth of 92m in the northwest area of the tenement to

test the basement below palaeochannel clays.

1999 – 2000 Great Central Mines (GCM)

The Hartwell Bore northern anomaly was tested by six RC drill holes to a maximum depth of 245m, with

four holes reporting >0.1ppm Au consistent with the identified regolith anomalies. Three RC drill holes

were completed at the Hartwell Bore southern anomaly to a maximum depth of 202m, with a best result

of 4 metres at 0.96ppm Au. A single RC hole tested below the site of historic workings to a depth of 154m,

but failed to report significant results.

2001 Normandy Mining (NDY)

A magnetic feature in the northeast of the tenement was tested with a traverse of twenty aircore drill

holes. The drilling intersected a sheared contact between mafic rocks and black shale with associated

quartz-pyrite veining but no significant Au values were reported. Six holes were drilled to extend a drilling

traverse over the Hartwell Bore northern anomaly. Two RC drill holes were completed to a maximum

depth of 150 metres also to test the northern anomaly. The RC drilling reported a best intersection of 1

metre at 4.21 grams per tonne Au. A further two RC drill holes were completed to a maximum depth of

150 metres to test the Hartwell Bore southern anomaly and an intermediate-felsic lithological contact to

the east. The hole testing the southern anomaly reported significant mineralisation from 139m to end of

hole at 150m, including 3 metres at 8 grams per tonne Au from 139m and 2.19 grams per tonne Au over

the last metre interval (149-150m). The hole testing the contact zone also reported significant

mineralisation, including 7 metres at 1.28 grams per tonne Au from 76m and 1 metre at 1.33 grams per

tonne Au from 93m (Table 3). A wide interval of anomalous values is present from 76 metres to 98 metres

depth.


- 27 -

BLEG soil sampling was completed across the south-eastern area of the tenement on three east-west

traverses over residual laterite and colluvium derived from underlying basalts. The maximum Au value

was 10ppb.

2002-2002 Newmont Australia (NEW)

Three RC drill holes were completed at the Hartwell Bore southern anomaly in the vicinity of the

Normandy intersection to a maximum depth of 280m; no significant Au values were reported.

Table 2 Summary of Historic Exploration Activity- Hartwell Bore

Company Period Methods

Rock

Chip

Soil Lag Stream RAB-

Aircore

RC

ARL 1990-1997 50 64,580m 1,229m

GCM 1999-2000

1,984m

NDY 2001 3 56 1,745m 598m

NEW 42 570m

2.7 Conclusion

The Hartwell Bore project has been explored extensively for gold. Two significant supergene anomalies

have been identified with significant gold grades occurring in redox zones within the saprolite and

transported clays at depths of 10 to 60 metres. Drilling beneath the supergene anomalies has met with

limited success, however the magnitude of the anomalies suggests a significant primary source exists.

Primary gold mineralisation has been identified in the area of Hartwell Bore South, where mineralisation

has been intersected in Normandy drill holes NDYHWBC11 and NDYHWBC12 (Table 3).

Table 3 Significant intersections of primary mineralisation

Hole_ID AGD84_N AGD84_E Depth

From

Depth To Interval

Au ppm

NDYHWBC-11 6912752.62 303434.66 76m 83m 7m 1.28

93m 94m 1m 1.33

97m 98m 1m 1.32

NDYHWBC-12 6912777.89 302746.4 73m 74m 1m 1.6

80m 85m 5m 3.0

89m 90m 1m 1.86

139m 142m 3m 8.0

149m 150m (EOH) 1m 2.19

Newmont drilled a further three RC drill holes to test the intersection in NDYHWBC-12 (hosted by

sediments) but failed to repeat the intersection, no further drilling was carried out and the geological

setting of the mineralisation remains poorly understood. Drill hole NDYHWBC-11 was drilled 700 metres

east of NDYHWBC-12 on the contact between felsic-intermediate volcanics and basalt. Drilling intersected

porphyry intrusive on the contact zone with associated gold mineralisation. No further deep drilling was

completed in this area and the anomaly remains open.


- 28 -

The Hartwell Bore project is located in a region of demonstrated gold endowment. Two occurrences of

primary gold mineralisation in the south of the tenement require further assessment to determine the

geological setting and extent of the mineralised zones.

2.8 Proposed Exploration

The proposed exploration program will evaluate the identified primary gold anomalies and review the

geological interpretation of the project area. Existing drill hole data will be checked to confirm the current

geological interpretation. The primary targets will be tested later by drilling programs.

Table 4 Proposed Exploration Budget

Y1 Y2

Tenement Administration $11,500 $11,500

Geochemical Survey $0 $5,000

Drilling and Rehabilitation $0 $0

Geophysics – interpretation $5,000 $0

Field Support $0 $10,000

Salaries $5,000 $15,000

Exploration Administration $0 $5,000

Sub-Total $21,500 $46,500

Total Exploration Expenditure $68,000

3. YUNDAMINDERA GOLD PROJECT E39/1110

3.1 Introduction

The Yundamindera gold project is located in the Eastern Goldfields Province (EGP) of the Yilgarn Craton,

685 kilometres northeast of Perth and 205 kilometres north-northeast of Kalgoorlie (Figure 1). The project

comprises two exploration leases that are located adjacent to the historic mining centre of

Yundamindera. The reported historic production of the Yundamindera workings is 1,500 kilograms Au.

Gold exploration programs have been carried out in the area by a number of operators. Low-level gold

anomalism has been identified in soil and water sampling and RAB and vacuum drilling programs but no

economic intersections have been reported to date. The best intersection was reported from chip

samples recovered from a water bore that returned 2 metres at 0.52 grams per tonne Au from 80m. This

anomaly is 200m north of the nearest sampling and remains untested by further drilling.


The project is located on the Edjudina 1: 250 000 Geological Survey of Western Australia Sheet SG 51-6.

The area of the tenement is flat and occupies part of a major drainage basin that flows northeast towards

Lake Carey. There is no outcrop other than minor exposures of monzogranite in the far north and far

south of the tenement.


- 29 -

3.3 Tenements

The Yundamindera project consists of a granted exploration licence and an exploration licence under

application. Tenement details are listed in Table 5 and the location is shown in Figure 4.

Table 5 Yundamindera tenement summary

Tenement Holder Status Blocks Area

(kilometres2)

Expenditure

Commitment

E39/1110 Brilliant Gold Pty

Ltd

Granted 22 64.59 $22,000

ELA39/1249 Brilliant Gold Pty

Ltd

Application 3 8.99

Figure 4 Location plan of Yundamindera tenements

showing local gold mines and occurrences


- 30 -


The EGP has been divided into a number of elongate, north-northwest-trending, fault-bound tectono-

stratigraphic terranes based on distinctive lithological and stratigraphic features. The Yundamindera

project lies within the Mulgabbie domain of the Edjudina-Laverton greenstone belt, between the Yilgangi

and Kilkenny Faults to the west and the Claypan Fault to the east. The terrane comprises multiple

sequences of mafic-to-felsic volcanic rocks showing lateral facies variations and intermediate

volcaniclastic rocks interlayered with sediments and basalt. Banded iron formation and ultramafic rocks

form a minor component of the sequence in the project area.

The sequences dip and young to the west and are truncated against the Yilgangi Fault. The supracrustal

sequences are intruded by granitoids identified as:

• pre- to syn-regional folding (identified as strongly foliated thin sheet-like or elongate bodies

within the greenstone sequence);

• post regional folding (identified as slightly ovoid plutons of varying composition that display

distinctive local magnetic variations).

The Yarri and Yundamindera gold camps have reported significant gold production from granitoid-hosted

vein systems. The Yarri camp is associated with the early (pre-regional folding) Yarri Monzogranite. Gold

mineralisation occurs in a steeply-dipping, sinistral shear zone oriented sub-parallel to the north-

northwest regional foliation. Mineralisation occurs in quartz veining within the shear zone over a strike

length of 1,500 metres. Alteration assemblages include quartz-carbonate-sericite-pyrite±haematite.

Official Mines Department statistics report gold production as 460 kilograms Au.

The nearby Porphyry deposits are mainly hosted by the Porphyry Quartz Monzogranite, a late (post-

regional folding) horneblende-biotite granite pluton that intrudes metamorphosed andesites. Gold occurs

in shallow to moderately east-dipping, brittle-ductile shear zones adjacent to the north-northwest to

north-trending eastern contact. The mineralisation is characterised by quartz-pyrite-

haematite±tourmaline alteration. Production and resources within the Porphyry camp are officially

reported as approximately 8,000 kilograms Au.

The main deposits within the Yundamindera camp occur within north-westerly to north-north-westerly-

trending brittle-ductile shear zones on the western margin of a foliated early (pre-regional folding) biotite

monzogranite, where it is intruded by a later granitoid. A narrow belt of metamorphosed basalt is

preserved between the granitoid bodies.

The mineralised shear zones dip moderately to the northeast and extend over a strike distance of 7

kilometres. Multiple generations of quartz veining record a history of repeated deformation and fluid

influx. Calc-silicate mineral alteration assemblages indicate high-temperature mineralising fluids. Gold

production peaked in the early 1900’s and is officially reported as greater than 1,500 kilograms Au.


- 31 -


The Yundamindera project tenements are located approximately 5 kilometres north of the Yundamindera

historic gold workings. The geology of the area is dominated by an elongated, early (pre-regional folding)

monzogranite that underlies approximately 80% of the project area (Figure 5).

Figure 5 Local geology of the Yundamindera project E39/1110

(GSWA interpreted solid geology)

Gold is hosted by monzogranite adjacent to the south-western contact of the intrusion in the

Yundamindera area and by metabasalt on the southern margin of the monzogranite in the Pennyweight

Point area.

Most of the area beyond the mineralised zones is concealed by Cainozoic colluvial sediments and sand

plains; therefore the geological interpretation is largely based upon interpretation of aeromagnetic data

and exploration drilling. The monzogranite has a distinctive magnetic pattern suggestive of either multiple

phases of intrusion or low angle thrust faulting, although magnetic zonation has also been described as a


- 32 -

feature of post-regional folding granitoids. Shallow south-dipping thrust faulting pre-dated mineralisation

and may have influenced the accumulation of mineralising fluids in the Yundamindera and Pennyweight

Point areas by acting as “capping surfaces” to fluids migrating through the steeply dipping shears. The

north-south orientation of the monzonite-greenstone contact and the competency contrast between the

metabasalts and relatively massive granitoid bodies are also believed to be important factors in localising

the mineralisation during regional east-west compression.


A number of companies have explored the licence area for gold and the results of this work are

summarised below. Exploration statistics are listed in Table 6.

North Limited 1993-1995 (NTH)

North completed reconnaissance surface exploration consisting of soil sampling and RAB drilling. The soil

sampling program consisted of 246 samples taken from the northwest and southwest areas of the

tenement, returning a maximum 11ppb Au. A further 96 samples were collected over partly exposed

monzogranite in the northeast of the tenement; this sampling identified a 5-13ppb low order anomaly.

RAB drilling was carried out on a widely spaced pattern over the western margin of the granitoid-

greenstone contact and the area of the low order soil anomaly; a total of 116 holes were drilled for

5328m. The drilling returned a best intersection of 8 metres at 53ppb Au from the granodiorite contact

zone and similar weak anomalism from drilling of the soil anomaly, with a best intersection of 4 metres at

122ppb Au.

Voyager Gold 1996-1998 (VGL)

Voyager completed an aircore drilling program and hydro-geochemical sampling of groundwater from

drill holes. A total of 53 aircore holes were completed for 1343m. A gold anomaly was identified in a chip

sampling of a water bore, returning a maximum 2 metres at 0.52 grams per tonne Au from 80m (hole

MUR_1).

Delta Gold NL 1998-1999 (DGL)

Delta Gold carried out limited re-sampling of the transported-residual regolith interface in a number of

drill holes over the western granitoid-greenstone contact. Results of up to 35ppb Au were reported. A

small program of soil sampling and rock chip sampling was completed across the western margin of the

granitoid, where the aeromagnetic data suggests east-west oriented thrust faulting exists. 16 soil samples

and 3 rock chip samples were collected; the sampling returned a maximum value of 14ppb Au.

Newcrest Operations Ltd 2001-2002 (NOL)

Newcrest completed two phases of RAB-aircore drilling over the western granitoid-greenstone contact. A

total of 131 holes were completed for 7269m. The maximum gold value reported from the drilling was 4

metres at 140ppb Au from a depth of 45m.

Strata Mining Corporation Ltd 2000-2004 (SMC)

Strata explored the central area of the monzogranite using vacuum auger sampling to test either a

shallow pedogenic carbonate horizon or the interface between transported and residual regolith, where

carbonate was not developed. A total of 255 auger samples were collected from an average depth of

6.7m. A maximum gold value of 258ppb was reported. Follow-up RAB and aircore drilling was completed

on two widely spaced east-west oriented traverses over part of the vacuum auger survey area. Drilling

totalled 39 holes for 3,188m and returned a maximum 5 metres at 0.12 grams per tonne Au.


- 33 -

Table 6 Summary of historic exploration activity - Yundamindera project


Rock

Chip

Soil Lag Stream RAB-

Aircore

RC

NTH 1993-1995 342 5,328m

VGL 1996-1998

1,343m

DGL 1998-1999 3 16

NOL 2001-2002 7,269m

SMC 2000-2004 255 3,188m

3.7 Conclusion

The Yundamindera project is located in close proximity to the historic Yundamindera mining camp, where

the majority of recorded production was recovered from mineralised brittle-ductile shear zones within

monzogranite, adjacent to the granite-greenstone contact. The project tenements cover approximately 7

kilometres of strike of the prospective western granite-greenstone contact that has been tested by

relatively wide-spaced drilling (1,000 metres x 150 metres). The strike length of mineralised shear zones in

the Yundamindera camp ranges from 150 to 700 metres and therefore there is potential to in-fill the

existing drill pattern. Low-order anomalies have been identified on the contact zone and within the

granite body; these range from vacuum auger samples recovered from transported clays, to near end-of–

hole RAB samples in the northern contact zone and internal to the monzogranite with values up to

200ppb Au (Figure 6).

Figure 6 Yundamindera project – distribution of maximum downhole gold

.


- 34 -

Five areas worthy of further testing have been identified. These are:

• Low-order gold anomalies in the northern western contact zone;

• Low-order anomalies internal to the granite in the northern area;

• The western contact zone in general where drill coverage is insufficient to test for the expected

style of mineralisation;

• An isolated intersection in granite bedrock in the central tenement area (MUR_1, two metres at

0.52 grams per tonne Au) that has not been tested;

• Low-level anomalies identified by vacuum auger drilling in the central eastern area of the

tenement. Palaeo-drainage from the deposits in the Yundamindera camp may partly explain this

distribution; however auger anomalies are also developed over the MUR_1 intersection and

possibly reflect a primary source. At present the auger sampling and drilling is too widely spaced

to adequately define the extent of the anomalies.


The proposed exploration budget is intended to fund an initial data review and in-fill sampling and drilling

to establish the extent of identified anomalies and also extend coverage over the prospective western

contact. Detailed aeromagnetic data is required to identify the key structures within the tenement.

Additional drill testing planned for the second year will determine the potential for primary mineralisation

at depth.


Y1 Y2


Data Review $28,000 $0

Drilling and Rehabilitation $340,000 $530,000

Aeromagnetic Survey & Interpretation $75,000 $0

Field Support $38,000 $48,000

Salaries $30,000 $30,000

Exploration Administration $90,000 $90,000

Sub-Total $633,500 $730,500

Total Exploration Expenditure $1,364,000

Of the total budget of $1.36 million for Yundamindera, $1.33 million will be expended on E39/1110, with

the remainder on ELA39/1249 upon grant.


- 35 -

4. HARRIS FIND GOLD PROJECT E53/783, P53/1241 & P53/1242

4.1 Introduction

The Harris Find project is located approximately 65 km east-southeast of Wiluna on the western margin of

the northern Yandal greenstone belt and 750 kilometres northeast of Perth, Western Australia (Figure 1).

The Yandal greenstone belt hosts the Nimary-Jundee (6 Moz Au), Bronzewing (3.67 Moz Au), Darlot (3.0

Moz Au) and numerous smaller gold deposits. Gold prospecting commenced during the 1890’s following

the discovery of gold in the Coolgardie – Kalgoorlie area. However the major phase of discovery and

production at Nimary-Jundee and Bronzewing, Darlot and Mt. McClure is related to a renewed interest in

the Yandal greenstone belt during the late 1980’s and early 1990’s.

The project lies 1.6 km east-southeast of the historic gold workings at Collavilla (also known as Ives Find).

The Collavilla workings consist of the May Queen, May Queen Reward and Golden Fleece deposits that

were mined between 1910 and 1931. Total recorded production from the group is 1,603.76 tonnes of ore

for 15.94 kg of Au (average grade 9.94 grams per tonne). The Harris Find workings consist of a number of

shallow pits that run parallel to the regional north north-westerly strike for a distance of 240m. The pits

appear to have been following quartz veining developed intermittently within sheared basalts. Historic

production from the property during 1910 is officially reported as 87 tonnes of ore at 15.574 grams per

tonne Au for 1.355kg Au.


The tenements lie within the Wiluna 1:250 000 Geological Series map sheet SG 51-9.

The topography is generally subdued in the area of the tenement. The main topographic feature is a linear

ferruginous chert/BIF horizon that marks the position of a major shear zone (Moiler’s Fault). The shear

zone is expressed as a semi-continuous lateritised ridge that rises some 30m above the surrounding

plains. On the eastern side of the ridge the surface is covered by sheet wash; to the west, the weathering

profile has been stripped, exposing low hills of sub-cropping foliated amphibolites and granitoids in the

headwaters of the southwest flowing drainage.

4.3 Tenements

The Harris Find project comprises one exploration licence E53/783 and two adjoining prospecting

licences. The tenement details are listed in Table 8 and the location is shown in Figure 7.

Table 8 Harris Find Project - Tenement Summary

Tenement Holder Status Blocks Area Expenditure

Commitment

E53/783 Galtrad Pty Ltd Granted 8 23.22 km2 $20,000

P53/1241 Galtrad Pty Ltd Granted 128 ha $5,120

P53/1242 Galtrad Pty Ltd Granted 131 ha $5,240


- 36 -


The Yandal greenstone belt is an elongate, fault bound, north-northwest trending belt of Archaean

supracrustal rocks that converges with the Norseman – Wiluna greenstone belt near Leonora and extends

from Darlot northwards for 250 kilometres to Panakin Bore where the greenstone sequence is buried

beneath Proterozoic sediments of the Earaheedy Basin. The northern Yandal greenstone belt consists of

two distinct greenstone sequences separated by internal granitoids. The western arm is known as the

Lake Violet greenstone belt and the eastern arm is known as the Milrose greenstone belt. The two

greenstone belts merge in an area of intense structural attenuation south of the tenement. Contacts with

external granitoids are interpreted as being major crustal faults. Moiler’s Fault marks the western

boundary of the main part of the Lake Violet greenstone belt and links with the Ockerburry Fault to the

south. The eastern boundary of the Milrose greenstone belt is marked by the Ninnis Fault, from which

major splays are developed in the southern Yandal greenstone belt (Figure 7).

The geology of the northern Yandal greenstone belt is sub-divided into three main lithological sequences

from east to west. The eastern sequence is dominated by mafic and ultramafic rocks, with locally

abundant felsic volcanic and subvolcanic rocks. The central sequence consists of felsic volcanic,

volcaniclastic and sedimentary rocks with numerous chert, ferruginous chert and BIF units and the

western sequence consists of mafic and ultramafic rocks (with common pillow lavas and gabbroic sills)

and prominent chert and BIF units.

Figure 7 General Geology of the Yandal greenstone belt (GWSA solid geology)


- 37 -

The main phases of deformation recognised within the Yandal greenstone belt are a regional east-

northeast – west-southwest shortening that produced north-northwesterly trending foliation, folds, faults

and attenuation of the greenstone belts. The folds are upright with typically gentle northerly plunge and

may have an associated mineral lineation also plunging to the north at shallow to moderately steep

angles. The development of the major faults on the greenstone margins is believed to be related to this

deformation event. Later deformation events are ascribed to north-northeasterly shortening that also

resulted in the development of shallowly northerly plunging upright folds and crenulation and pencil

cleavages, followed by widespread brittle fracturing and faulting in easterly, east-northeasterly and

northwesterly orientations. Tensional fractures are commonly occupied by east-trending massive quartz

veining and mafic dykes.

Peak metamorphic grades reached lower amphibolite facies within 1-2 kilometres of the granite-

greenstone contacts; elsewhere the metamorphic grade is lower to mid-greenschist facies.


The Harris Find tenements are located on the western margin of the Lake Violet greenstone belt, along

the trace of Moiler’s Fault and within 3 kilometres of the granite-greenstone contact (Figure 7). Moilers

Fault traverses the tenements in a south-easterly direction and divides the area into a dominantly mafic

sequence to the west of the fault and a felsic volcano-sedimentary sequence interlayered with mafic

volcanic rocks, east of the fault. Moiler’s Fault is associated with outcropping weathered banded iron

formation, layered chert and intermediate volcanic rocks that form both a local and regional topographic

feature. In the area of the prospect metamorphosed basalt is weakly to locally strongly foliated and north-

plunging pencil cleavage and mineral elongation lineations are evident in outcrop. Minor thin felsic bands

(possibly siliceous alteration zones related to intense shearing), occasional sedimentary layers and minor

porphyritic felsic intrusives are found within the metabasalt. The regional foliation strikes north-

northwest and dips to the east at 60-80 degrees. Large xenolithic roof pendants of deformed metabasalt

occur within the granite along the granite-greenstone contact. The nearby Collavilla workings are

developed in mineralised quartz veining in sheared granite, adjacent to the granite-greenstone contact.


The earliest documented work is found in reports of Kalbara Mining NL who explored the area in 1987 -

1988. Exploration statistics are summarised in Table 9.

1987-1988 Kalbara Mining NL

Kalbara conducted detailed geological mapping at the Harris’ Reward workings as well reconnaissance

sampling and an interpretation of aeromagnetic data over their entire tenement holding. They collected

12 soil and 110 rock chip samples (both surface and underground, with average grades of 5.1 grams per

tonne Au and 32.8 grams per tonne Au from the lode exposed in surface and underground workings

respectively) and an conducted an airborne magnetic and radiometric survey. A RAB drilling program was

recommended but no drilling was completed before the company ceased work in the area.

1993-1997 Australian United Gold (AUG)

Work included soil sampling, air photo interpretation, ground magnetic surveys and drilling. In total, 10 RC

drill holes (346m) and 9 RAB holes (167m) were completed together with wide-spaced soil sampling

(1,000m x 50m, closing to 200m x 50m over selected areas).


- 38 -

1995-1997 Great Central Mines (GCM)

During this period GCM carried out exploration over areas covered by the Ives Find and Harris’ Reward

tenements. This work included 11 RAB drill holes drilled to saprock (384m) in the northwest corner of the

tenement and collection of 8 stream samples. All samples from drilling program reported less than

0.02ppm Au.

2005-2006 Great Australian Resources Limited

Great Australian Resources completed a review of historic exploration data and partly compiled this

information into a digital database.

Table 9 Summary of historic exploration activity - Harris Find


Rock

Chip

Soil Lag Stream RAB RC

Kalbara 1987-1988 110 12

AUG 1993-1997 245

167 m 346 m

GCM 1995-1997 8 384 m

4.7 Conclusion

The Harris Find project contains minor historic workings that have been tested by surface sampling and

limited shallow drilling. Gold mineralisation appears to be associated with quartz veining developed in

narrow shear zones that strike parallel to the regional foliation. Drill testing of the down-dip extension of

the workings returned anomalous gold values listed in Table 10.

Table 10 Selected drill results - Harris Find

Hole_ID AGD84_N AGD84_E Depth From Depth To Au ppm

H-3 7020242 280720 18m 22m 1.61

H-4 7020225 280723 9m 12m 2.84

H-5 7020225 280731 27m 28m 12.50

H-6 7020187 280736 13m 14m 6.80

H-11 7020201 280740 27m 31m 6.87

Widely spaced traverses of soil sampling have identified anomalous values up to 97ppb Au in the south of

the tenement. The anomalies are open along strike and have not been tested. They represent immediate

targets for follow-up soil geochemistry and drilling (Figure 8).


The proposed exploration program is intended to extend the coverage of soil geochemistry across the

prospective stratigraphy on suitable grid spacings. Where transported regolith covers the sequence

auger/RAB drilling will be employed to ensure effective sampling. The use of detailed aeromagnetic data

already acquired will assist in defining structural targets. Targets thus identified will be tested by RAB

drilling as will those areas under significant depth of transported regolith or deep weathering.


- 39 -


Y1 Y2


Geochemical Survey $10,000 $15,000

Drilling and Rehabilitation $0 $100,000

Field Support $6,000 $15,000

Salaries $4,000 $18,000

Exploration Administration $8,000 $20,000

Sub-Total $38,000 $178,000

Total Exploration Expenditure $216,000

Figure 8 Harris Find soil sampling results and drillhole locations


- 40 -

Referenc es

Ferguson K. M. 1998, Mineral occurrences and exploration potential of the north Eastern Goldfields,

Western Australia Geological Survey Report 63.

Gardner Y. Hagemann S. G. and Hay R. 2001, 'Gold mineralisation at the Darlot-Centenary gold mine,

southern Yandal greenstone belt, Eastern Goldfields Province, Western Australia: evidence for diverse

mineralisation styles and hydrothermal alteration types', in SG Hagemann, Neumayr, P and Witt, W K.,

(ed.), World-class gold camps and deposits in the eastern Yilgarn Craton, Western Australia, with special

emphasis on the Eastern Goldfields Province, Western Australia Geological Survey, Record 2001/17, p.

216.

Groenewald P. B. Painter M. G. M. and McCabe M. 2001, East Yilgarn Geoscience Database, 1:100 000

geology of the north Eastern Goldfields Province - an explanatory note, Western Australia Geological

Survey Report 83.

Jorgensen G. C. 2007, Yundamindera Project E39/1110 Yundamindera Area, WA 2006 Annual Mineral

Exploration Report for the Period 11th January 2006 - 10th January 2007, Brilliant Gold Pty Ltd, Brill003.

Roberts F. I. Witt W. K. and Westaway, J. 2004, Gold mineralisation in the Edjudina-Kanowna region,

Eastern Goldfields, Western Australia, Western Australia Geological Survey Report 90.

Rotherham J. 2005, Combined Surrender Report on Exploration for the period to 28/02/2005, Project

C171/1997 Darlot, Newmont Yandal Operations Pty Ltd, 31904. Department of Industry and Resources

Open File report, Item 11972, A70329.

Swager C. P. 1995, Geology of the greenstone terranes in the Kurnalpi-Edjudina region, southeast Yilgarn

Craton, Western Australia Geological Survey Report 47.


- 41 -

Glossary

aeromagnetic survey a magnetic survey made with an airborne magnetometer

aircore drilling method in which sample is returned to the surface inside the drill

rods, reducing contamination

amphibole a dark, rock-forming ferromagnesian silicate mineral

amphibolite a metamorphic rock consisting mainly of amphibole and plagioclase

amphibolite-facies the facies (set of metamorphic mineral assemblages) in which mafic rocks

are represented by hornblende + plagioclase

andesite a dark, fine-grained extrusive rock

anomaly a geological or geochemical feature which is different from the general

surroundings and possibly of potential economic value

Archaean the oldest rocks of the Precambrian era, older than about 2,500 million

years

axial plane a planar surface that connects the hinge lines of the strata in a fold

basalt a dark coloured, fine grained mafic igneous extrusive rock of low silica and

high iron and magnesium composition

bedrock the fresh rock that underlies soil or other weathered, unconsolidated

superficial material

BIF banded iron formation, consisting of iron oxides and cherty silica and

possessing a marked banded appearance

black shale a dark, thinly laminated carbonaceous shale, sometimes containing

sulphides

calc-silicate a metamorphic rock consisting of calcium and/or magnesium-bearing

silicate minerals

carbonate a mineral compound characterised by the structure of CO3

chert a hard, extremely dense sedimentary rock comprised of quartz, commonly

layered as bedded chert

colluvium alluvium deposited by unconcentrated surface run-off or sheet erosion,

usually at the base of a slope

craton part of the Earth's crust that has attained stability and has been little

deformed for a prolonged period

deformation a change in position, orientation, shape and/or size

dip the maximum angle that a structural surface makes with the horizontal

dolerite a dark, mafic intrusive rock whose main components are plagioclase and

pyroxene

ductile behaviour the response of rock to stress in which the rock appears to have deformed

without the loss of continuity at the scale of observation

extrusive an igneous rock that has been erupted onto the surface of the Earth

facing direction the direction of the original top or upper layer of a rock


- 42 -

fault a discrete surface or zone of discrete surfaces separating two rock masses

across which one mass has slid past the other

felsic an igneous rock having abundant light-coloured minerals

ferruginous a rock having a red or rusty colour due to the presence of iron oxide

fold a curve or bend of a planar structure such as rock strata, bedding planes,

foliation or cleavage

foliation the locally planar fabric in a rock

gabbro a dark coloured, coarse grained basic intrusive rock

geochemical exploration the search for economic mineral deposits by detection of abnormal

concentrations of elements in surface materials

geochemistry the distribution and amounts of the chemical elements in minerals, ores,

rocks, soil, water and the atmosphere.

granite a coarse grained igneous rock comprising mainly quartz and feldspar

granitoid a general term to describe coarse grained felsic intrusive igneous rocks,

resembling granite

greenschist facies the set of metamorphic mineral assemblages in which mafic rocks are

represented by albite+epidote+chlorite+actinolite

greenstone any compact dark green altered or metamorphosed mafic igneous rock

greenstone belt elongate or belt-like areas within Precambrian shields that are

characterised by abundant greenstone

haematite a common iron oxide mineral found in igneous, metamorphic and

sedimentary rocks as a primary constituent or alteration product, often

deep red or red-brown earthy forms

hornblende a common ferro-magnesian mineral of the amphibole group forming black,

dark green or brown crystals in igneous and metamorphic rocks

igneous a rock that solidified from molten or partly molten material (magma)

intermediate an igneous rock that is transitional between mafic and felsic, generally

having a silica content of 54 to 65 percent

intrusive an igneous rock formed by emplacement of magma in pre-existing rock

lag a residual accumulation of coarse, usually hard rock fragments remaining

on a surface after the finer material has been blown away by winds

lineation a locally linear structure in a rock - aligned elongate mineral grains, fold

axes and lines of intersection

lithology the physical character of a rock and the description of rocks on the basis of

their characteristics

metamorphism the mineralogical, chemical and structural adjustment of rocks to physical

and chemical conditions that have generally been imposed at depth and

differ from the conditions under which the rock originated

monzogranite a variety of granite in which alkali feldspar and plagioclase are in

approximately equal proportions

mottled a zone within the regolith characterised by spots of different colours,

usually as a result of oxidation of iron compounds

palaeo a prefix denoting ancient conditions


- 43 -

pedogenic pertaining to soil formation

pillow lava lavas displaying pillow structures and considered to have formed in a

subaqueous environment

plagioclase a mineral of the plagioclase group, sodium and calcium-bearing alumino-

silicates

plunge the angle between a linear structure and the horizontal, measured in the

vertical plane containing the line

porphyry a porphyritic igneous rock containing conspicuous phenocrysts in a fine-

grained groundmass

Proterozoic the major geological time period which, together with the preceding

Archaean, makes up the Precambrian era

pyrite a sulphide mineral of iron, FeS2

quartz crystalline silica, SiO2

RAB a type of open-hole air blast drilling (rotary air blast)

RC a drilling method in which the fragmented sample is brought to the surface

inside the drill rods, thereby reducing contamination (reverse circulation)

regolith the layer of fragmental and generally unconsolidated transported or

residual rock material that nearly everywhere forms the surface of the land

and overlies or covers the bedrock

retrograde metamorphism where metamorphic minerals of a lower grade are formed at the expense of

minerals characteristic of a higher grade of metamorphism, a re-adjustment

created by changes in physical conditions

roof pendant a downward projection of country rock into an igneous intrusion

saprolite a soft, earthy, typically clay-rich, thoroughly decomposed rock, formed in

place by chemical weathering of igneous, metamorphic and sedimentary

rocks, in which the primary textures are preserved

schistosity the foliation in schist or other coarse-grained, crystalline rock due to the

parallel alignment of platy mineral grains

sediment a rock that originated from weathering of other rocks and is transported or

deposited by air, water, ice, chemical precipitation from solution or

secretion by organisms and forms in layers

sericite a white, fine grained potassium mica

shear a deformation resulting from stresses that cause contiguous parts of a rock

mass to slide relatively to each other in a direction parallel to their plane of

contact

sheetwash the down slope movement of water as a thin continuous film resulting in

the erosion, transportation and deposition of clay and sand

siliceous a rock containing abundant silica

sinistral left-lateral movement

splay a minor fault that branches off a larger fault

stratigraphy the original succession and age relations of rock strata and their

interpretation in terms of environment and mode of origin


- 44 -

strike the direction or trend taken by a structural surface as it intersects the

horizontal

strike-slip the component of the movement that is parallel to the strike of a fault

subcrop "subsurface outcrop" implies limited but mappable exposure of the

underlying bedrock

subvolcanic used to describe the moderate to shallow depth environment near a

volcanic centre

supergene a mineral deposit or enrichment formed near the surface

supracrustal rocks that overlie the basement of the lower crust

talc an extremely soft, light green-grey magnesium silicate mineral with a greasy

feel

tectono-stratigraphic a mixture of lithostratigraphic units resulting from tectonic deformation

terrane a fault-bound body of rock of regional extent, characterised by a geologic

history different from that of contiguous terranes

Tertiary between 1.75 to 65 million years ago

thrust an overriding movement of one rock unit over another

tourmaline minerals of the tourmaline (boro-silicate) group, commonly found in

granitic pegmatites, felsic igneous and metamorphic rocks

transpression an intermediate stage between compression and strike-slip movement

ultramafic an igneous rock composed mainly of mafic minerals

vacuum auger an auger drill that uses suction to recover samples from the auger blade.

Samples are recovered through the drill string, reducing contamination

volcanic a rock type derived from volcanic activity

volcaniclastic a term referring to all fragments derived from volcanic sources that may be

transported some distance from their origin

xenolith a fragment of country rock within a plutonic or volcanic rock

- 45 -

8. INVESTIGATING ACCOUNTANT’S REPORT

Our ref: PT:SB

27 August 2007

The Directors


P.O. Box 610

NEDLANDS WA 6909

Dear Sirs

I N V E S T I G A T I N G A C C O U N T A N T ’ S R E P O R T

1. Introduction

We have prepared this Investigating Accountant’s Report (“Report”) on historical financial information of

Atticus Resources Limited (“Atticus” or “the Group”) for inclusion in the Prospectus to be issued on or

about 30

th August 2007. Broadly, the Prospectus will offer up to 15 million shares at an issue price of

$0.20 each with a free attaching option (on the basis of one option for every share subscribed) to raise $3

million before costs (“The Offer”).

The minimum subscription to be issued pursuant to this Prospectus is $2.5 million before costs.

Expressions defined in the Prospectus have the same meaning in this Report.

2. Basis Of Preparation

This Report has been prepared to provide investors with information on the Consolidated Income

Statement, Consolidated Statement of Changes in Equity, and the Consolidated Balance Sheet and the

Consolidated pro-forma Balance Sheet as noted in Appendices 1, 2 and 3.

This Report does not address the rights attaching to the shares to be issued in accordance with the

Prospectus, nor the risks associated with the investment, and has been prepared based on the complete

Offer being achieved. BDO Kendalls Corporate Finance (WA) Pty Ltd (“BDO Kendalls”) has not been

requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor

the merits and risks associated with becoming a shareholder and accordingly has not done so, and does

not purport to do so. BDO Kendalls accordingly takes no responsibility for these matters or for any matter

or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the

Prospectus.

3. Background

Atticus was incorporated in Australia on 5 April 2007. Atticus issued and allotted 4,000,000 ordinary fully paid

shares on incorporation at $0.01 each. Since incorporation, the activities undertaken by Atticus have included

the 100% acquisition, on 8 May 2007, of APG Resources Pty Ltd (“APG”) for a consideration of 4,400,000


Level 8, 256 St Georges Terrace Perth WA 6000

PO Box 7426 Cloisters Square Perth WA 6850

Phone 61 9360 4200

Fax 61 9481 2524

[email protected]

www.bdo.com.au

ABN 27 124 031 045


- 46 -

ordinary fully paid shares. Subsequent to this acquisition, APG negotiated two transactions, the acquisition of

the Harris Find Project and a Joint Venture on the Yundamindera Project (refer Section 11 of the Prospectus).

During the period to 31 July 2007, a further 1,000,000 ordinary fully paid shares were issued at 1 cent each

and 5,000,000 at 8 cents each to raise an additional $410,000 to fund activities.

14,400,000 ordinary fully paid shares issued in the transactions detailed above each have one attaching

option exercisable at $0.20 on or before 30 September 2012.

4. Scope

You have requested BDO Kendalls to prepare an Investigating Accountant's Report covering the following

financial information:

♦ Atticus’ Historical Consolidated Income Statement for the period ended July 31 2007;

♦ Atticus’ Historical Consolidated Balance Sheet as at 31 July 2007;

♦ Atticus’ Historical Consolidated Statement of Changes in Equity for the period ended 31 July

2007;

♦ the Consolidated Pro-forma balance sheet as at 31 July 2007 reflecting the actual position as

at that date, major transactions between that date and the date of our Report and the

proposed capital raising under the Prospectus; and

♦ the accounting policies applied by Atticus in preparing its financial statements.

The historical financial information set out in the appendices to this Report has been extracted from the

financial statements of the Company for the period from incorporation to 31 July 2007.

The Directors are responsible for the preparation of the historical financial information including

determination of the adjustments.

We have conducted our review of the historical financial information in accordance with the Australian

Auditing and Assurance Standard AUS 902 “Review of Financial Reports”. We made such inquiries and

performed such procedures as we, in our professional judgment, considered reasonable in the

circumstances including:

♦ a review of work papers, accounting records and other documents pertaining to balances in

existence at 31 July 2007;

♦ a review of the assumptions used to compile the pro-forma Consolidated Balance Sheet;

♦ a review of the adjustments made to the pro-forma historical financial information;

♦ a comparison of consistency in application of the recognition and measurement principles in

Accounting Standards and other mandatory professional reporting requirements in Australia, and

the accounting policies adopted by the Company disclosed in the appendices to this Report; and

♦ enquiry of Directors and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of

assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we

do not express an audit opinion.

Our review was limited primarily to an examination of the historical financial information, the pro-forma

financial information, analytical review procedures and discussions with both management and directors.

A review of this nature provides less assurance than an audit and, accordingly, this Report does not

express an audit opinion on the historical information or pro-forma financial information included in this

I n v e s t i g a t i n g A c c o u n t a n t ’ s R e p o r t

- 47 -

Report or elsewhere in the Prospectus.

In relation to the information presented in this Report:

♦ support for Atticus by another person, corporation or an unrelated entity has not been assumed;

♦ the amounts shown in respect of assets do not purport to be the amounts that would have been

realised if the assets were sold at the date of this Report; and

♦ the going concern basis of accounting has been adopted.

5. Conclusion

Statement on Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to

believe the historical financial information as set out in the Appendices to this report does not present

fairly the financial performance for the period ended 31 July 2007 or the financial position as at 31 July

2007 in accordance with the measurement and recognition requirements (but not all of the disclosure

requirements) of applicable Accounting Standards and other mandatory professional reporting

requirements in Australia.

Statement of Pro-forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to

believe the pro-forma financial information does not present fairly the financial position of the Group as

at 31 July 2007, in accordance with the measurement and recognition requirements (but not all of the

disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting

requirements in Australia as if the pro-forma transactions had occurred on that date.

6. Subsequent Events

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best

of our knowledge and belief, no other material transactions or events outside of the ordinary business of

the Group have come to our attention that would require comment on, or adjustment to, the information

referred to in our Report or that would cause such information to be misleading or deceptive.

7. Assumptions Adopted In Compiling The Pro-Forma Balance Sheet

The pro-forma balance sheet post issue is shown in Appendix 2. This has been prepared based on the

reviewed financial statements as at 31 July 2007 and the transactions and events relating to the issue of

shares under this Prospectus:

♦ The maximum issue of 15,000,000 ordinary fully paid shares to raise $3,000,000 pursuant to the

Offer;

♦ The payment of expenses associated with the preparation and issue of the Prospectus and the

listing of the Group amounting to $414,010. These have been netted off against the share capital

issued; and

♦ Payment to vendors for the acquisition of exploration assets of $120,000 by the issue of 600,000

ordinary shares in Atticus at a price of $0.20 each.

8. Disclosures

BDO Kendalls Corporate Finance (WA) Pty Ltd is the corporate advisory arm of BDO Kendalls in Perth.

Neither BDO Kendalls Corporate Finance (WA) Pty Ltd nor BDO Kendalls, nor any director or executive or


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employee thereof, has any financial interest in the outcome of the proposed transaction except for the

normal professional fee due for the preparation of this Report.

Consent to the inclusion of the Investigating Accountant’s Report in the Prospectus in the form and

context in which it appears, has been given. At the date of this Report, this consent has not been

withdrawn.

Yours faithfully


Peter Toll

Director


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APPENDIX 1

ATTICUS RESOURCES LIMITED

CONSOLIDATED INCOME STATEMENT

Reviewed from

Incorporation

to 31 July 2007

$

Revenue from continuing activities 948

Goodwill written off (44,457)

Other (680)

Profit/(Loss) before income tax expense (44,189)

Income tax expense -

Net loss attributable to the members of Atticus Resources Limited (44,189)

The Consolidated Income Statement is to be read in conjunction with the notes to and forming part of the

historical financial information set out in Appendix 4.


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APPENDIX 2


CONSOLIDATED BALANCE SHEET

Notes Reviewed

31 July 2007

Pro-forma

Adjustments

Pro-forma

After Issue

$ $ $

CURRENT ASSETS

Cash and cash equivalents 2 395,749 2,585,990 2,981,739

Trade and other Receivables 18,207 - 18,207

TOTAL CURRENT ASSETS 413,956 2,585,990 2,999,946

NON-CURRENT ASSETS

Exploration and Evaluation Expenditure 3 61,538 120,000 181,538

TOTAL NON-CURRENT ASSETS 61,538 120,000 181,538

TOTAL ASSETS 475,494 2,705,990 3,181,484

CURRENT LIABILITIES

Trade and other payables 19,683 - 19,683

TOTAL CURRENT LIABILITIES 19,683 - 19,683

NON-CURRENT LIABILITIES

Payables 6,000 - 6,000

TOTAL NON-CURRENT LIABILITIES 6,000 - 6,000

TOTAL LIABILITIES 25,683 - 25,683

NET ASSETS 449,811 2,705,990 3,155,801

EQUITY

Contributed Equity 4 494,000 2,705,990 3,199,990

Accumulated loss (44,189) - (44,189)

TOTAL EQUITY 449,811 2,705,990 3,155,801

The pro-forma Balance Sheet after Issue is as per the Balance Sheet before Issue adjusted for the

transactions relating to the issue of shares pursuant to this Prospectus. The Balance Sheet is to be read in

conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.


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APPENDIX 3


STATEMENT OF CHANGES IN EQUITY

The Statement of Changes in Equity is to be read in conjunction with the notes to and forming part of the

historical financial information set out in Appendix 4.

Reviewed

31 July 2007

Pro-forma

Adjustments

Pro-forma

after Issue

$ $ $

Total equity at the beginning of the period - - -

Loss for the period (44,189) - (44,189)

Total recognised for the period (44,189) - (44,189)

Transactions with equity holders in their capacity as

equity holders:

Contributions of equity, net of transaction costs 494,000 2,705,990 3,199,990

Total equity 449,811 2,705,990 3,155,801


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APPENDIX 4


NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

FOR THE PERIOD ENDED 31 JULY 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of the historical financial information included in

this Report have been set out below.

(a) Basis of preparation of financial statements

The historical financial information has been prepared in accordance with the measurement but not all the

disclosure requirements of Australian equivalents to International Financial Reporting Standards (AIFRS), other

authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Company

Interpretations and the Corporations Act 2001.

The historical financial information report has also been prepared on a historical cost basis. The carrying values

of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable

to the risks that are being hedged. Non-current assets and disposal groups held-for-sale are measured at the

lower of carrying amounts and fair values less costs to sell.

Compliance with Australian equivalents to International Financial Reporting Standards (AIFRS) ensures that the

financial report, comprising the financial statements and notes thereto, complies with International Financial

Reporting Standards (IFRS).

(b) Revenue Recognition

Interest

Revenue is recognised as interest accrues using the effective interest method. The effective interest method

uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over

the expected life of the financial asset.

(c) Income Tax

The income tax expense for the period is the tax payable on the current period's taxable income based on the

national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities

attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts

in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for all temporary differences, between carrying amounts of

assets and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to

apply when the assets are recovered or liabilities settled, based on those tax rates which are enacted or

substantively enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on

initial recognition of an asset or a liability if they arose in a transaction, other than a business combination, that

at the time of the transaction did not affect either accounting profit or taxable profit.

Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if it is

probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount

and tax bases of investments in controlled entities, associates and interests in joint ventures where the parent

entity is able to control the timing of the reversal of the temporary differences and it is probable that the

differences will not reverse in the foreseeable future.

Current and deferred tax balances relating to amounts recognised directly in equity are also recognised directly

in equity.


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(d) Impairment of Assets

At each reporting date the Company assesses whether there is any indication that individual assets are

impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are

recognised in the income statement where the asset's carrying value exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of

assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the

asset.

Where it is not possible to estimate recoverable amount for an individual asset, recoverable amount is

determined for the cash-generating unit to which the asset belongs.

(e) Cash and Cash Equivalents

“Cash and cash equivalents” includes cash on hand, deposits held at call with financial institutions, other short-

term highly liquid investments that are readily convertible to known amounts of cash and which are subject to

an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in

current liabilities on the balance sheet.

(f) Fair value estimation

Fair values may be used for financial asset and liability measurement and well as for sundry disclosures.

Fair values for financial instruments traded in active markets are based on quoted market prices at balance

sheet date. The quoted market price for financial assets is the current bid price and the quoted market price for

financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market are determined using valuation

techniques. Assumptions used are based on observable market prices and rates at balance date. The fair value

of long-term debt instruments is determined using quoted market prices for similar instruments. Estimated

discounted cash flows are used to determine fair value of the remaining financial instruments. The fair value of

forward exchange contracts is determined using forward exchange market rates at balance sheet date. The fair

value of interest rate swaps is calculated as the present value of estimated future cash flows.

The fair value of trade receivables and payables is their nominal value less estimated credit adjustments.

(g) Payables

Trade and other payables represent liabilities for goods and services provided to the Company prior to the year

end and which are unpaid. These amounts are unsecured and have 30-60 day payment terms.

(h) Contributed Equity

Ordinary shares are classified as equity. Mandatory redeemable preference shares are classified as liabilities.

Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity

proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options

associated with the acquisition of a business are included as part of the purchase consideration.

(i) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred by or on behalf of the group is accumulated separately for

each area of interest.


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Exploration and evaluation expenditure is recognised in relation to an area of interest when the rights to

tenure of the area of interest are current and either:

- such expenditure is expected to be recovered through successful development and

commercial exploitation of the area of interest; or

- the exploration activities in the area of interest have not yet reached a stage which permits

reasonable assessment of the existence of economically recoverable reserves and active and

significant operations in, or in relation to, the area of interest are continuing.

Exploration expenditure, which no longer satisfies the above policy, is written off.

Restoration costs expected to be incurred are provided for as part of exploration, evaluation, development or

production phases that give rise to the need for restoration.

(j) Goods and Services Tax

Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods

and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the

cost of acquisition of the asset or as part of the expense item.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable

from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows

arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority

are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the

taxation authority.

Reviewed

31 July 2007

Pro-forma After

Issue

$ $

NOTE 2. CASH

Cash at bank 395,749 2,981,739

Adjustments arising in the preparation of the pro-forma cash

balance are summarised as follows:

Reviewed balance at 31 July 2007

395,749

Proceeds from shares issued under this Prospectus

Share issue costs

3,000,000

(414,010)

Pro-forma Balance 2,981,739


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NOTE 3. EXPLORATION AND EVALUATION EXPENDITURE Reviewed 31

July 2007

Pro-forma After

Issue

$ $

Exploration and Evaluation Expenditure 61,538 181,538

Adjustments arising in the preparation of the pro-forma balance is

summarised as follows:

Reviewed balance at 31 July 2007

61,538

Exploration and Evaluation areas acquired from Galtrad Pty Ltd &

BrilliantGold Pty Ltd *

120,000

Pro-forma Balance 181,538

* The amount of the stamp duty in relation to the tenement acquisition from Galtrad Pty Ltd have not been

included in the pro-forma transaction as the assessment from the Department of State Revenue has yet to

be received.

NOTE 4. CONTRIBUTED EQUITY Reviewed 31

July 2007

Pro-forma After

Issue

$ $

494,000

3,199,990

Issued Capital

Adjustments arising in the preparation of the pro-forma balance are

summarised as follows:

Movements:

Number of

Shares

$

As at 31 July 2007 14,400,000 494,000

The issue of 15,000,000 fully paid ordinary shares at 20c each issued

pursuant to the Prospectus

15,000,000 3,000,000

The issue of 600,000 fully paid ordinary shares as consideration for

the acquisition of exploration properties.

600,000 120,000

Share issue costs - (414,010)

Pro forma balance 30,000,000 3,199,990

Options

In addition to the 14,400,000 options already on issue, 15,000,000 options will be issued pursuant to this

Prospectus. All the options are exercisable at $0.20 per option on or before 30 September 2012.

NOTE 5. RELATED PARTY DISCLOSURES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 6. COMMITMENTS AND CONTINGENCIES

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other

than those disclosed in the Prospectus.


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9. SOLICITOR’S REPORT ON TENEMENTS

30 August 2007

The Board of Directors



NEDLANDS WA 6009

Dear Directors

TENEMENT REPORT ON WA TENEMENTS

This report is prepared for inclusion in a prospectus to be issued by Atticus Resources Limited on or about

30 August 2007 (Prospectus).

1. ASSETS

As at the date of this report, Atticus Resources Limited (Atticus or Company), through its wholly

owned subsidiary, APG Resources Pty Ltd, has entered into agreements with Galtrad Pty Ltd and

BrilliantGold Pty Ltd pursuant to which the Atticus will acquire an interest in various granted

mining tenements and in various applications for the grant of mining tenements located in

Western Australia. The agreements with Galtrad Pty Ltd and BrilliantGold Pty Ltd are

summarised in Sections 11.2 and 11.3 (respectively) of the Prospectus. All granted mining

tenements and all applications are collectively referred to in this report as the Tenements.

A schedule of the Tenements is attached to and forms part of this report (Schedule). Part I of

the Schedule contains a list of the Tenements. Part II of the Schedule contains a summary of

the status of the native title claims existing over the Tenements.

S o l i c i t o r ’ s R e p o r t o n T e n e m e n t s

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2. SEARCHES

For the purposes of this report, we have conducted searches and made enquiries in respect of

all the Tenements as follows:

(a) we have reviewed searches of the Tenements in the registers maintained by the

Western Australian Department of Industry and Resources (DoIR). These searches

were conducted on 15 June 2007 with updated searches conducted on 14 August

2007;

(b) we have reviewed searches of the WA Tenements from the Land Claims Mapping Unit

Division of the Department of Land Information (LCMUD) to determine if any native

title claims are registered over the area of the Tenements. These searches were

conducted on 17 August 2007;

(c) we have obtained a register of extracts from the Register of Native Title Claims

maintained by the National Native Title Tribunal (NNTT) in respect of registered native

title claims identified in the searches from the LCMUD. This material was obtained on

17 August 2007; and

(d) we have reviewed searches from the database of registered aboriginal sites

maintained by the Department of Indigenous Affairs (DIA) in respect of aboriginal

sites registered against the Tenements. These searches were conducted on 17 August

2007.

On the basis of the searches conducted and our review of the Agreements, subject to the

enforceability of such Agreements, we consider that this report (and the Schedule) provides an

accurate statement as to the status of the Tenements as at the date the relevant searches were

obtained.

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set

out below, we are of the view that, as at the date of the relevant searches:

(a) the details of the Tenements included in this report are accurate as to the status of

the Tenements and the Company’s interest in the Tenements;

(b) where title to a Tenement has not been granted or an application for extension of a

term of a Tenement is pending, that fact is disclosed in the Schedule;

(c) all applicable rents due under the Mining Act in respect of the Tenements have been

paid, unless otherwise noted in the Schedule; and

(d) the valid grant of any of the current applications for Tenements which may affect

native title will require compliance with the applicable processes of the Native Title

Act 1993 as amended by the Native Title Amendment Act 1998 (Cth) (which are

together referred to as the NTA).

4. WA TENEMENTS

The Tenements comprise exploration licences and prospecting licences granted or applied for

under the Mining Act.


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(a) Exploration Licence

The rights of the holder of an exploration licence are set out in Section 66 of the WA

Mining Act and include the right to enter the land and undertake operations for the

purposes of exploration for minerals. Exploration licences granted or applied for

before 10 February 2006 remain in force for a term of 5 years. The Minister for State

Development (Minister) may extend the term by a further period or periods of 1 or 2

years. Exploration licences granted or applied for after 10 February 2006 have a term

of 5 years and may be extended for a further 5 years followed by a further period or

periods of 2 years.

An exploration licence, or a legal or equitable interest in or affecting an exploration

licence, cannot be assigned during the first year of its term without the prior written

consent of the Minister. Thereafter, there is no restriction on assignment.

The holder of an exploration licence granted or applied for before 10 February 2006

must relinquish not less than half of the blocks comprising the licence at the end of

the third year. A further relinquishment of not less than half of the remaining blocks

is required at the end of the fourth year. The holder of an exploration licence granted

or applied for after 10 February 2006 must relinquish not less than 40% of the blocks

comprising the licence at the end of the fifth year.

Section 105A(3) of the WA Mining Act provides that, where 2 or more applicants

comply with the initial requirement in relation to their applications at the same time,

priority shall, unless written agreement is concluded by the applicants and lodged at

the office of mining registrar within the prescribed time, be determined by ballot

conducted by the warden in open court on a date to be determined by the warden

and notified to the applicants.

Regulation 70B of the Mining Regulations 1981 provides that a written agreement

referred to in section 105A(3) of the WA Mining Act shall be lodged within 60 days of

the day on which the applications for licences were lodged.

(b) Prospecting Licence

The rights of the holder of a prospecting licence are set out in Section 45 of the WA

Mining Act. A prospecting licence, which was granted or applied for before 10

February 2006, is restricted to a fixed term of 4 years. The holder of a prospecting

licence which is due to expire before 10 February 2007, will be able to apply for a new

prospecting licence over the same land. Prospecting Licences applied for after 10

February 2006, if granted, will have a term of 4 years with a provision for one further

period of 4 years. If the prospecting licence has a “retention status” the term may be

extended for a further 4 years.

There is no restriction on assignment of a prospecting licence.

(c) Generally Applicable Conditions

Mining tenements are granted subject to various conditions prescribed by the Mining

Act including payment of rent, compliance with minimum expenditure and meeting

reporting requirements.

The standard conditions that apply to the Tenements include environmental

conditions. The Tenements are also subject to statutory requirements of certain

other Acts, including Aboriginal heritage legislation, environmental protection

legislation and rights in water legislation. These standard conditions are not detailed

in the Schedule.


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(d) Specific Conditions

Specific conditions applicable to the individual Tenements are detailed in the notes to

Part I of the Schedule.

5. ABORIGINAL SITES

Tenements in Western Australia are granted subject to an endorsement reminding the

tenement holder of its obligation to comply with the requirements of the Aboriginal Heritage

Act 1972 (WA) (Heritage Act).

The Heritage Act (section 18) protects sites and areas of significance to Aboriginal persons. The

Minister’s consent is required where any use of land is likely to result in the excavation or other

alteration of or damage to an Aboriginal site or any objects on or under that site.

Although Aboriginal sites may be registered under the Heritage Act, the Act protects all

Aboriginal sites whether registered or not. The existence of sites is largely known only to

Aboriginal people and most sites are not registered. We have accessed the database of

registered Aboriginal sites maintained by the Department of Indigenous Affairs (DIA). This

database indicates that there are 8 registered Aboriginal sites on or in the vicinity of the

Tenements. There may also be unregistered sites in these areas.

A practical method of minimising the danger of unintentional disturbance of a site is to

undertake an Aboriginal heritage survey with local Aboriginal communities before the

commencement of land disturbing activities. This is an informal process because the Heritage

Act does not actually prescribe a mechanism for identifying Aboriginal sites. Prior to the

Minister giving consent under Section 18 of the Heritage Act, an evaluation of the site and a

recommendation must first be made by the Aboriginal Cultural Materials Committee. Under

DIA guidelines, a proponent must undertake an Aboriginal heritage survey and consult with

traditional owners before making an application for consent.

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Heritage

Protection Act) affords additional protection to Aboriginal sites in Western Australia. It allows

declarations to be made which protect or preserve objects or areas which are of significance to

Aboriginals, whether situated on private or Crown land. A protection order may be issued even

if the State Minister has given consent to land use under Section 18 of the Heritage Act.

Two types of declarations may be made in relation to significant Aboriginal objects or Aboriginal

areas (being objects or areas of significance to Aboriginals in accordance with Aboriginal

tradition) under the Heritage Protection Act:

(a) emergency declarations of preservation which remain in force for a maximum of 60

days; and

(b) declarations of preservation (which remain in force for the terms specified in the

declarations).

Before making a permanent declaration in relation to an area, the Minister for Aboriginal Affairs

must commission a report on the area, which addresses specific matters such as the significance

of the area, the extent of the area to be protected and the effects of the declaration on any

non-Aboriginal interests in the land. Compensation is payable by the Minister for Aboriginal

Affairs to a person who is, or is likely to be, affected by a permanent declaration of

preservation.

It is an offence to contravene a declaration made under the Heritage Protection Act.


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In respect of these sites and any other sites identified on any of the Tenements, the Company

needs to ensure that any interference with such sites is in strict conformity with the provisions

of the Heritage Act.

6. NATIVE TITLE – MABO AND NATIVE TITLE LEGISLATION

The Racial Discrimination Act 1975 (Cth) (RDA) was enacted by the Federal Parliament in 1975.

It made racial discrimination unlawful. The RDA is binding on the State of Western Australia.

On 3 June 1992, the High Court of Australia held in Mabo v. Queensland (no.2) (1992) 175 CLR 1

(Mabo #2) that the common law of Australia recognises a form of native title which reflects the

entitlements of Aboriginal people to their traditional lands in accordance with their traditional

laws and customs. In order to succeed in a native title claim the persons making such claim

must show that they enjoy certain customary rights and privileges in respect of a particular area

of land and that by these rights and privileges they have a connection with that land.

In Mabo #2, the High Court held that native title could be extinguished through loss of

traditional connection with the land or by legislative or executive actions which are inconsistent

with the continued right to enjoy native title. In particular, native title may be extinguished by

the State:

(a) granting a title or interest in land, such as a freehold or leasehold title; or

(b) appropriating or reserving and using land for a public purpose such as public works,

which is inconsistent with the continued right to enjoy native title in respect of the same land.

Extinguishment may be whole or partial depending upon the nature of the State’s action. The

principles concerning extinguishment have been developed in subsequent High Court and

Federal Court decisions.

The grant of a mining tenement only partially extinguishes native title rights and interests.

Under section 44H of the NTA and at common law, the rights held under mining tenements will

prevail over any inconsistent native title rights. In the case of exploration licences, recent court

decisions have held that there is considerable scope for the co-existence of native title rights

and the exploration licensee’s rights.

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act

1993 (Cth). This Act enabled a State Parliament to validate any mining tenements granted prior

to its commencement which might otherwise have been invalid by reason of the RDA. The

Native Title Act 1993 was extensively amended by the Native Title Amendment Act 1998 (Cth).

These amendments include the ability of a State Parliament to validate any titles which may

have been invalidly granted over pastoral leases and certain other leasehold interests during the

period 1 January 1994 to 23 December 1996. The State of Western Australia has enacted the

validating legislation contemplated by the NTA: the Titles (Validation) and Native Title (Effect of

Past Acts) Act 1995 as amended by the Titles (Validation) and Native Title (Effect of Past Acts)

Amendment Act 1999.

7. NATIVE TITLE – NATIVE TITLE CLAIMS

Persons claiming to hold native title may lodge an application for determination of native title

with the Federal Court. The Court will then refer the application to the Native Title Registrar for

the registration test.

If the Native Title Registrar is satisfied that the lodged claim meets the registration

requirements set out in the NTA (Registration Test), it will be entered on the Register of Native

Title Claims maintained by the National Native Title Tribunal (Register). Claimants of registered

claims are afforded certain procedural rights under the NTA including the “right to negotiate”.


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Claims which fail to meet the Registration Test are recorded on the Schedule of Applications

Received. Such claims may be entered on the Register at a later date if additional information is

provided by the claimant that satisfies the Registration Test. If a claim fails to meet the

Registration Test, this only means that the native title claimants do not have access to the

future act procedures under the NTA. It does not mean that the claim has been dismissed or

discontinued. An unregistered claim must still be heard and determined by the Federal Court.

Some of the Tenements relate to land which is currently the subject of one or more registered

native title claims. These claims are identified in Part II of the Schedule.

We have not undertaken the considerable historical, anthropological and ethnographic work

that would be required to determine the likelihood that existing claims may be successful, or

the possibility of any further native title claims being made in the future.

In any event, the existence of native title is not the main issue for the Company as the purchaser

of the Tenements. The main issue is the existence of a registered native title claim. That

effectively requires the Company to observe the provisions of the NTA in proceeding with its

applications for Tenements. The reason for this is that an act which affects native title rights

such as the grant of a mining tenement may be invalid unless there has been compliance with

the provisions of the NTA. Until the native title claim has been determined by the Federal Court

the existence of native title will be uncertain. Prudence dictates that native title should be

assumed to exist over all claimed land other than freehold, “exclusive possession” leasehold or

vested reserve until the claim has been determined.

8. NATIVE TITLE – VALIDITY OF TITLES

(a) Tenements granted since 23 December 1996

Mining tenements granted since 23 December 1996 may be invalid if they were

granted over land other than freehold, “exclusive possession” leasehold or vested

reserve and the applicable processes prescribed by the NTA were not complied with.

We understand that it has been the practice of the State Government since

23 December 1996 to comply with these processes subject to certain cases between

July 2000 and February 2001 where the Minister granted mining tenements over

enclosed or improved pastoral leasehold land relying on WA v Ward (2000) 170 ALR

159 (since overruled by the High Court on this point).

The following Tenements have been granted since 23 December 1996 (although not

between July 2000 and February 2001):

Holder Tenement

Galtrad Pty Ltd E 53/783

P 53/1241

P 53/1242

BrilliantGold Pty Ltd E 39/1110

So in summary, on the basis that the procedural requirements of the NTA were

complied with prior to their grant, each of those Tenements is valid so far as native

title is concerned.


- 62 -

(b) Future Tenement Grants

The valid grant of any of the current applications for Tenements which may affect

native title requires compliance with the provisions of the NTA.

The NTA regulates all future actions (such as the grant of a mining tenement) which

affect native title rights. These actions are known as “future acts”. A future act will be

valid if it falls within one of a number of categories of land dealings specified in the

NTA provided that there is compliance with the applicable procedural requirements:

NTA Part 2, Division 3, Subdivisions B-P.

Accordingly, if the grant of any of the current applications for Tenements affects

native title, the grant will be a future act and will be valid only if there has been

compliance with the relevant requirements of the NTA. In order to determine

whether the grant of any of the current applications will affect native title, a

determination must be made as to whether the native title exists in the area. This will

require a hearing by the Federal Court (or a consent determination) as to the

existence of native title, which could take years. However, in the interim, the validity

of the grant of the current applications for Tenements can be assured if the State and

the applicants for the Tenements comply with the requirements of the NTA on the

assumption that native title does in fact exist in the area.

These requirements are known as the “right to negotiate procedures”. They are

contained in Part 2 Division 3 Subdivision P of the NTA. They involve the notification

and advertising of a proposed grant, negotiation by the State and the tenement

applicant with any registered native title claimants and, if agreement cannot be

reached, determination by the National Native Title Tribunal.

In the case of low impact mining tenements, the State may nominate that the NTA

expedited procedure applies. As a general practice, the State of Western Australia

nominates the expedited procedure in relation to exploration licences. If the

registered native title claimants do not object to the expedited procedure within four

months after receiving notification of the proposed act, the grant may proceed. If

they do object and the objection is upheld by the National Native Title Tribunal, the

right to negotiate procedure applies.

Tenements may also be validly granted under an Indigenous Land Use Agreement

(Subdivisions B, C and D of the NTA) which must be entered into with all the

registered native title claimants for the area and registered under the NTA.

The following Tenements are current applications:

Applicant Tenement

APG Resources Pty Ltd E 36/653

BrilliantGold Pty Ltd E 39/1249


- 63 -

9. QUALIFICATIONS

While the status of the Tenements is dealt with in the Schedule, we point out, by way of

summary, that:

(a) we have assumed the accuracy and completeness of all Tenement searches and other

information or responses which were obtained from the relevant department or

authority. We cannot comment on any obligations of the Company that may arise

from agreements that are not registered as a dealing, encumbrance or otherwise

noted on the searches of the Tenements obtained from the DoIR;

(b) the holding of the Tenements is subject to compliance with the terms and conditions

and the provisions of the Mining Act;

(c) we have assumed the accuracy and completeness of any instructions or information

which we have received from the Company or any of its officers, agents and

representatives;

(d) with respect to any application for the grant of a Tenement, we express no opinion as

to whether such application will ultimately be granted and that reasonable conditions

will be imposed upon grant, although we have no reason to believe that any

application will be refused or that unreasonable conditions will be imposed;

(e) where compliance with the requirements necessary to maintain a Tenement in good

standing is not disclosed on the face of the searches referred to in this report, we

express no opinion on such compliance;

(f) references in the Schedule to any area of land are taken from details shown on

searches obtained from the DoIR. It is not possible to verify the accuracy of those

areas without conducting a survey; and

(g) the information in the Schedule is accurate as at the date the relevant searches were

obtained. We cannot comment on whether any changes have occurred in respect of

the Tenements between the date of the searches and the date of the Prospectus.

10. CONSENT

This report is given solely for the benefit of the Company and the directors of the Company in

connection with the issue of the Prospectus and is not to be relied on or disclosed to any other

person or used for any other purpose or quoted or referred to in any public document or filed

with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN


- 64 -

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PART I – TENEMENT SCHEDULE


- 65 -

Key to Tenement Schedule

E – Exploration Licence

ELA – Exploration Licence Application

P – Prospecting Licence

All of the native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims.

Please refer to Part II of this Report for the status of the Native Title Claims.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

References to numbers in the “Notes” column refers to the notes following this table.

Notes:

All Tenements are subject to the standard endorsements and conditions imposed by DoIR.

1 The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act, 1972.

2 The licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection

(Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation

from damage unless prior permission is obtained.

3 All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe after

completion.

4 All costeans and other disturbances to the surface of the land made as a result of exploration, including drill

pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental

Officer, Department of Industry and Resources (DoIR). Backfilling and rehabilitation being required no later

than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DoIR.

5 All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being

removed from the mining tenement prior to or at the termination of exploration program.

6 Unless the written approval of the Environmental Officer, DoIR is first obtained, the use of scrapers, graders,

bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is

prohibited. Following approval, all topsoil being removed ahead of mining operations and separately

stockpiled for replacement after backfilling and/or completion of operations.

7 The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by

registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground

disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water

carting equipment or other mechanised equipment.

8 The Licensee or transferee, as the case may be, shall within 30 days of receiving written notification of:

a) the grant of the Licence; or

b) registration of a transfer introducing a new Licensee,

advise, by registered post, the holder of any underlying pastoral or grazing lease detailed of the grant or

transfer.

9 No interference with Geodetic Survey Station WILUNA 1 and mining within 15 metres thereof being confined

to below a depth of 15 metres from the natural surface.

10 The grant of this licence does not include the land the subject of prior Exploration Licence 39/895. If the prior

licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions

of the Third Schedule of the Mining Regulations 1981 titled "Transitional provisions relating to Geocentric

Datum of Australia".

11 Persons claiming native title to the land the subject of this mining tenement entered into a deed under the

Native Title Act 1993 with the State of Western Australia, the Minister for State Development and the

tenement holder agreeing to the grant of the tenement.Copies of the deed were given to the National Native

Title Tribunal pursuant to Section 34 of the Native Title Act and filed at the Department of Industry and

Resources.

12 The rights of ingress to and egress from Miscellaneous Licences 38/48 and 39/50 being at all times preserved

to the licensee and no interference with the purpose or installations connected to the licence.


- 66 -

PART II

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL

NUMBER

FEDERAL COURT

NUMBER

APPLICATION NAME STATUS RNTC

STATUS

IN MEDIATION

WAD6050/98 WC95/58 Sir Samuel Active Not

Registered

Yes

WAD6011/00 WC00/14 Ngalia Kutjungkatja Active Not

Registered

Yes

WAD6001/03 WC03/01 Tjupan 2 Active Not

Registered

Yes

- 67 -

10. RISK FACTORS

10.1 Introduction

An investment in the Company is not risk free and prospective investors should consider the risk

factors described below, together with information contained elsewhere in this Prospectus,

before deciding whether to apply for Securities. There are a wide range of risks associated with

Atticus’s business and its involvement in the exploration and mining industry sector.

The following is not intended to be an exhaustive list of the risk factors to which the Company is

exposed.

10.2 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange

rates may have an adverse effect on the Company’s exploration, development and production

activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s quoted Securities

regardless of the Company’s operating performance. Share market conditions are affected by

many factors such as:

(a) general economic outlook;

(b) interest rates and inflation rates;

(c) currency fluctuations;

(d) changes in investor sentiment toward particular market sectors;

(e) the demand for, and supply of, capital; and

(f) terrorism or other hostilities.

10.3 Market Conditions

The market price of the Shares and Options can fall as well as rise and may be subject to varied

and unpredictable influences on the market for equities in general and resource exploration

stocks in particular. Neither the Company nor the Directors warrant the future performance of

the Company or any return on an investment in the Company.

10.4 Exploration Success

The mineral tenements of the Company as described in this Prospectus are at various stages of

exploration, and potential investors should understand that mineral exploration and

development are high-risk undertakings.

There can be no assurance that exploration of the Tenements, or any other tenements that may

be acquired in the future, will result in the discovery of an economic ore deposit. Even if an

apparently viable deposit is identified, there is no guarantee that it can be economically

exploited.

The exploration costs of the Company described in the Independent Geologist’s Report are

based on certain assumptions with respect to the method and timing of exploration. By their

nature, these estimates and assumptions are subject to significant uncertainties and,

accordingly, the actual costs may materially differ from these estimates and assumptions.

Accordingly, no assurance can be given that the cost estimates and the underlying assumptions

will be realised in practice, which may materially and adversely affect the Company’s viability.


- 68 -

10.5 Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or

identify mineral deposits; failure to achieve predicted grades in exploration and mining;

operational and technical difficulties encountered in mining; difficulties in commissioning and

operating plant and equipment; mechanical failure or plant breakdown; unanticipated

metallurgical problems which may affect extraction costs; adverse weather conditions;

industrial and environmental accidents; industrial disputes; and unexpected shortages or

increases in the costs of consumables, spare parts, plant and equipment.

Having been incorporated on 5 April 2007, the Company does not have any operating history,

although it should be noted that the Company’s directors have between them significant

operational experience. No assurances can be given that the Company will achieve commercial

viability through the successful exploration and/or mining of its tenement interests. Until the

Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

10.6 Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry

practice. Estimates which were valid when originally calculated may alter significantly when new

information or techniques become available. In addition, by their very nature, resource

estimates are imprecise and depend to some extent on interpretations, which may prove to be

inaccurate. As further information becomes available through additional fieldwork and analysis,

the estimates are likely to change. This may result in alterations to development and mining

plans which may, in turn, adversely affect the Company’s operations.

10.7 Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive

through the sale of commodities exposes the potential income of the Company to commodity

price and exchange rate risks. Commodity prices fluctuate and are affected by many factors

beyond the control of the Company. Such factors include supply and demand fluctuations for

precious and base metals, technological advancements, forward selling activities and other

macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States

dollars, whereas the income and expenditure of the Company are and will be taken into account

in Australian currency, exposing the Company to the fluctuations and volatility of the rate of

exchange between the United States dollar and the Australian dollar as determined in

international markets.

10.8 Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws

and regulation concerning the environment. As with most exploration projects and mining

operations, the Company’s activities are expected to have an impact on the environment,

particularly if advanced exploration or mine development proceeds. It is the Company’s

intention to conduct its activities to the highest standard of environmental obligation, including

compliance with all environmental laws.

In this regard, the Department of Industry & Resources in Western Australia from time to time

reviews the environmental bonds that are placed on tenements. The Directors are not in a

position to state whether a review is imminent or whether the outcome of such a review would

be detrimental to the funding needs of the Company.

R i s k F a c t o r s

- 69 -

10.9 Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are

evidenced by the granting of licences or leases. Each licence or lease is for a specific term and

carries with it annual expenditure and reporting commitments, as well as other conditions

requiring compliance. Consequently, the Company could lose title to or its interest in tenements

if licence conditions are not met or if insufficient funds are available to meet expenditure

commitments.

It is also possible that, in relation to tenements which the Company has an interest in or will in

the future acquire such an interest, there may be areas over which legitimate common law

native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the

Company to gain access to tenements (through obtaining consent of any relevant landowner),

or to progress from the exploration phase to the development and mining phases of operations

may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements

in which the Company has or may have an interest.

10.10 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the

Company’s ability to generate income from its operations, the Company may require further

financing in addition to amounts raised under the capital raising. Any additional equity financing

will dilute shareholdings, and debt financing, if available, may involve restrictions on financing

and operating activities. If the Company is unable to obtain additional financing as needed, it

may be required to reduce the scope of its operations and scale back its exploration

programmes as the case may be.

10.11 Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the

Company depends substantially on its senior management and its key personnel. There can be

no assurance given that there will be no detrimental impact on the Company if one or more of

these employees cease their employment.

10.12 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the

Company or by investors in the Company. The above factors, and others not specifically

referred to above, may in the future materially affect the financial performance of the

Company and the value of the Securities offered under this Prospectus. Therefore, the

Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the

payment of dividends, returns of capital or the market value of those Securities.

The Company’s focus is to conduct an exploration programme on its existing suite of tenements

with a view to identifying a viable resource that can ultimately be commercially exploited and it

is confident that it will be able to achieve this objective. In the event that such exploration

effort has limited or no success, the Board will address what other alternatives may be available

to the Company at that time and which may include, inter alia, pegging, acquiring or farming–in

on other prospects or considering different business strategies which may result in a change of

business focus and direction.

Potential investors should consider that the investment in the Company is speculative and

should consult their professional advisers before deciding whether to apply for securities

pursuant to this Prospectus.


- 70 -

11. MATERIAL CONTRACTS

11.1 Share Sale Agreement

On 8 May 2007, the Company entered into an agreement (Share Sale Agreement) to acquire,

and proceeded to acquire, all of the issued share capital of APG Resources from Ironside Pty Ltd

(ACN 060 115 433) as trustee for the Ironside Super Fund, Rembu Pty Ltd (ACN 009 263 736),

Labonne Enterprises Pty Ltd (ACN 076 606 829) as trustee for the McIntyre Family Trust and

Geoffrey Allan Donohue (together, the Vendors) on the following material terms and

conditions:

(a) (Consideration): the consideration paid to the Vendors was the issue of 4,400,000

Shares in the Company (Consideration Shares) at a deemed issue price of $0.01 per

Consideration Share.

(b) (Representations and warranties): the Vendors provided the Company with basic

warranties including title to the shares in APG Resources.

Each of the Vendors are entities associated with a Director. Refer to Section 12.2 for details of

directors’ interests in the above entities.

11.2 Tenement Transfer Agreement

On 21 May 2007, APG Resources entered into an agreement (Tenement Transfer Agreement)

with Galtrad Pty Ltd (ACN 008 470 979) (Galtrad) pursuant to which Galtrad agreed to sell its

right, title and interest in Exploration Licence 53/783, Prospecting Licence 53/1242 and

Prospecting Licence 53/1241 (Galtrad Tenements) to APG Resources on the following material

terms and conditions:

(a) (Conditions precedent): the transfer of the Galtrad Tenements is conditional on:

(i) the Company receiving conditional approval from ASX to be admitted to the

Official List;

(ii) the parties complying with the Corporations Act and the ASX Listing Rules in

all respects in relation to the Tenement Transfer Agreement and the

satisfaction of paragraph (i) above; and

(iii) the Minister responsible for administering the Mining Act 1978 (WA)

consenting to the transfer of the Galtrad Tenements.

(b) (Transfer of Tenements): Galtrad shall transfer and APG Resources shall accept the

transfer of Galtrad’s right, title and interest in the Galtrad Tenements, free from all

encumbrances registered on the Galtrad Tenements.

(c) (Settlement): settlement of the transfer is to occur 5 Business Days after the date the

last conditions precedent have been satisfied or waived (or such other date as is

agreed by the parties)

(d) (Consideration): in consideration for the transfer of the Galtrad Tenements, APG

Resources shall:

(i) pay $15,000 cash to Galtrad; and

(ii) issue 300,000 Shares in the Company to Galtrad (Consideration Shares).

M a t e r i a l C o n t r a c t s

- 71 -

(e) (Representations and warranties): each party provides warranties to the other party

which are standard in agreements of this nature, and Galtrad further warrants to APG

Resources, that the Galtrad Tenements are in good standing and that all conditions

and obligations in respect of the Galtrad Tenements have been complied with.

(f) (Indemnity): Galtrad indemnifies APG Resources against any claim, proceeding, loss

or liability incurred as a result of any act or omission of Galtrad in connection with the

Galtrad Tenements prior to settlement.

11.3 Farmin Agreement

On 30 May 2007, APG Resources entered into a joint venture farmin agreement (Farmin

Agreement) with BrilliantGold Pty Ltd (ACN 102 441 636) (BrilliantGold) pursuant to which

BrilliantGold agreed to grant to APG Resources the right to acquire an interest in Exploration

Licence 39/1110 and Exploration Licence Application 39/1249 (BrilliantGold Tenements) on the

following terms and conditions:

(a) (Conditions precedent): the Farmin Agreement is conditional upon:

(i) the minister responsible for administering the Mining Act 1978 (WA)

consenting to the transaction; and

(ii) completion of due diligence on the BrilliantGold Tenements by APG

Resources to the absolute and sole satisfaction of APG Resources. This

condition has now been satisfied.

(b) (Consideration): the consideration to be paid for the right to acquire an interest in the

BrilliantGold Tenements is:

(i) $15,000 payable to BrilliantGold upon satisfaction of the conditions

precedent;

(ii) $15,000 payable to BrilliantGold upon the successful listing of the Company

on ASX;

(iii) the issue of 300,000 Shares in the Company to BrilliantGold; and

(iv) APG Resources sole funding exploration expenditure on the BrilliantGold

Tenements up to $500,000 within three years commencing from the

execution date of the Farmin Agreement.

(c) (Farmin): upon payment of the consideration, APG Resources will acquire the right,

title and interest in and to 80% of the BrilliantGold Tenements (Farmin Interest) and

the participating interests of APG Resources and BrilliantGold respectively will be:

(i) APG Resources-80%; and

(ii) BrilliantGold-20%.

(d) (Joint Venture): upon completion of the farmin by APG Resources, the parties shall

contribute to the ongoing expenditure in accordance with their respective interests

and each of them will be entitled to the value of any minerals extracted from the area

of land the subject of the tenements in accordance with their respective interests.

(e) (Dilution): if a party elects to not contribute then that party’s interest will be subject

to dilution.


- 72 -

(f) (Option to acquire interest): upon the acquisition of the Farmin Interest, APG

Resources will have the option to acquire the remaining 20% interest from

BrilliantGold by entering into an agreement with BrilliantGold to provide a 2% net

smelter return royalty on minerals extracted from the area of land the subject of the

BrilliantGold Tenements. The option is exercisable within 60 days of the date that is 3

years after the execution of the Agreement.

(g) (Withdrawal): APG Resources may at any time before acquiring the Farmin Interest,

terminate the Agreement.

(h) (Assignment): where a party proposes to assign its participating interest to a third

party, it must first offer the right to acquire the participating interest to the other

party. An assignment will have no force or effect until the assignee has entered into a

covenant to observe and perform the terms and conditions of the Agreement.

(i) (Warranties): BrilliantGold provides warranties which are standard in agreements of

this nature including warranties that the BrilliantGold Tenements are in good standing

and that all conditions and obligations in respect of the BrilliantGold Tenements have

been complied with.

(j) (Formal agreement): upon the acquisition of the Farmin Interest, the parties agree to

enter into a formal agreement to govern the management and ongoing

responsibilities of the parties in the joint venture.

11.4 Mandate

On 16 May 2007, the Company entered into a mandate with Patersons Securities Limited

(Patersons) (Mandate) whereby Patersons was engaged as lead manager to assist with the

Offer and the subsequent listing of the Company’s securities on ASX. The Mandate was varied

by letter dated 3 August 2007.

(a) As part of the Mandate, Patersons will assist the Company to raise, “on a best

endeavours basis”, capital including seed capital and under the Offer. Pursuant to the

Mandate, Patersons will seek to raise money for the Company up to an amount of

$1,674,000 (comprising of seed capital and under the Offer).

(b) (Services): Patersons is also required to:

(i) coordinate and manage the Offer process;

(ii) advise on the framework and content of the Prospectus;

(iii) ensure the Company meets the shareholder spread requirements of ASX;

and

(iv) assist the Company in any roadshow or marketing initiatives.

(c) (Consideration): as consideration for the provision of these services, the Company

must pay Patersons the following upon completion of the Offer:

(i) $25,000 cash (Lead Manager Fee); and

(ii) a placement fee of $83,700.

(d) (Conditions): the Mandate is subject to a number of standard conditions for an

agreement of this type.

M a t e r i a l C o n t r a c t s

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(e) (Termination by the Company): the Company may terminate the Mandate at any

time before any offers have been accepted by prospective investors in the Offer on a

no fault basis with 10 business days notice in writing and where Patersons has failed

to rectify any material breach of the Mandate.

(f) (Termination by Patersons): Patersons may terminate the Mandate at any time by

giving two business days notice of its intention to do so, or if one or more of the

following events occur in its sole and absolute opinion:

(i) the Australian equity capital market conditions and/or ASX trading

conditions are such that they are not, in the bona fide judgement of

Patersons, conducive to the successful completion of the Mandate or other

events beyond the control of Patersons are so material and adverse as to

make it impracticable or inadvisable to proceed with the new equity issue

on the terms and in the manner contemplated in the Mandate;

(ii) there is a material adverse effect including any adverse change in the

assets, liabilities, financial position or prospects of the Company as

disclosed publicly and/or to Patersons, other than for the costs incurred by

the Company in relation to the proposed Offer;

(iii) there is a false or misleading statement in the material or information

supplied to Patersons or included in the presentation materials or material

omission in the material supplied to Patersons or included in the

presentation materials;

(iv) any material adverse change or disruption occurs in the existing financial

markets, political or economic conditions of Australia, Japan, the United

Kingdom, the United States of America or the international financial

markets or any material adverse change occurs in national or international

political, financial or economic conditions. In each case the effect of which is

that, it is impracticable to market the new issue or to enforce any contract

to issue and allot the new shares or that the success of the new issue is

likely to be adversely affected;

(v) there is introduced, or there is a public announcement of a proposal to

introduce, into the parliament of Australia or any state of Australia, a new

law, or the Reserve Bank of Australia, any federal or state authority of

Australia adopts or announces a proposal to adopt a new policy (other than

a law or policy which has been announced before the date of the Mandate),

any of which does or is likely to prohibit or regulate financial institutions or

credit providers, capital issues or stock markets;

(vi) ASX gives formal or informal notice that the shares of the Company will not

be admitted to trading on the official list of ASX;

(vii) Default by the Company of any term of the Mandate;

(viii) Any of the warranties or representations by the Company in the Mandate

are or become materially untrue;

(ix) A director or proposed director of the Company is charged with an

indictable offence or any director or proposed director of the Company is

disqualified from managing a corporation under the Corporations Act;

(x) ASIC issues, or threatens to issue, a proceeding, hearing or investigation in

relation to the Offer;


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(xi) Any government agency (including ASIC) commences any public action,

hearing or investigation against the Company or any of its directors in their

capacity as a director of the Company or announces that it intends to take

such action.

If the Mandate is terminated, Patersons is entitled to receive the Lead Manager Fee as a

termination fee and the reimbursement of any incurred or accrued expenses up to the date of

termination.

11.5 Administration and Management Agreement

The Company has entered into an agreement with Ausvaal Pty Ltd (Ausvaal) for the provision of

administration and management services by Ausvaal to the Company. Ausvaal is a related party

of the Company because it is controlled by Mr Donohue and Mr Ironside, Directors of the

Company. Ausvaal will receive a fee of $50,000 for providing these services to the Company.

Ongoing services will be provided at normal commercial rates.

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12. ADDITIONAL INFORMATION

12.1 Rights Attaching to Securities

Shares

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or

representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the

Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes

of shares, at general meetings of shareholders or classes of shareholders:

(i) each shareholder entitled to vote may vote in person or by proxy, attorney

or representative;

(ii) on a show of hands, every person present who is a shareholder or a proxy,

attorney or representative of a shareholder has one vote; and

(iii) on a poll, every person present who is a shareholder or a proxy, attorney or

representative of a shareholder shall, in respect of each fully paid share held

by him, or in respect of which he is appointed a proxy, attorney or

representative, have one vote for the share, but in respect of partly paid

shares shall have such number of votes as bears the same proportion to the

total of such shares registered in the shareholder’s name as the amount

paid (not credited) bears to the total amounts paid and payable (excluding

amounts credited).

(c) Dividend Rights

Subject to the rights of persons (if any) entitled to shares with special rights to

dividend the Directors may declare a final dividend out of profits in accordance with

the Corporations Act and may authorise the payment or crediting by the Company to

the shareholders of such a dividend. The Directors may authorise the payment or

crediting by the Company to the shareholders of such interim dividends as appear to

the Directors to be justified by the profits of the Company. Subject to the rights of

persons (if any) entitled to shares with special rights as to dividend all dividends are to

be declared and paid according to the amounts paid or credited as paid on the shares

in respect of which the dividend is paid. Interest may not be paid by the Company in

respect of any dividend, whether final or interim.


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(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special

resolution of the Company, divide among the shareholders in kind the whole or any

part of the property of the Company, and may for that purpose set such value as he

considers fair upon any property to be so divided, and may determine how the

division is to be carried out as between the shareholders or different classes of

shareholders. The liquidator may, with the authority of a special resolution of the

Company, vest the whole or any part of any such property in trustees upon such

trusts for the benefit of the contributories as the liquidator thinks fit, but so that no

shareholder is compelled to accept any shares or other securities in respect of which

there is any liability. Where an order is made for the winding up of the Company or it

is resolved by special resolution to wind up the Company, then on a distribution of

assets to members, shares classified by ASX as restricted securities at the time of the

commencement of the winding up shall rank in priority after all other shares.

(e) Transfer of Shares

Generally, shares in the Company are freely transferable, subject to formal

requirements, the registration of the transfer not resulting in a contravention of or

failure to observe the provisions of a law of Australia and the transfer not being in

breach of the Corporations Act or the Listing Rules.

(f) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the

sanction of a special resolution passed at a meeting of shareholders vary or abrogate

the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights

attached to any class (unless otherwise provided by the terms of issue of the shares of

that class), whether or not the Company is being wound up may be varied or

abrogated with the consent in writing of the holders of three-quarters of the issued

shares of that class, or if authorised by a special resolution passed at a separate

meeting of the holders of the shares of that class.

Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) each Option gives the holder the right to subscribe for one Share in the Company. To

obtain the right given by each Option, the holder must exercise the Options in

accordance with the terms and conditions of the Options;

(b) the Options will expire at 5:00 pm (WST) on 30 September 2012 (Expiry Date). Any

Option not exercised before the Expiry Date will automatically lapse on the Expiry

Date;

(c) the amount payable upon exercise of each Option will be $0.20 each (Exercise Price);

(d) a holder may exercise their Options by lodging with the Company, before the Expiry

Date:

(i) a written notice of exercise of Options specifying the number of Options

being exercised; and

A d d i t i o n a l I n f o r m a t i o n

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(ii) a cheque for the Exercise Price for the number of Options being exercised,

(Exercise Notice);

(e) an Exercise Notice is only effective when the Company has received the full amount of

the Exercise Price in cleared funds;

(f) within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise

Price, the Company will allot the number of Shares required under these terms and

conditions in respect of the number of Options specified in the Exercise Notice;

(g) the Options are not transferable until they are quoted on ASX;

(h) all Shares allotted upon the exercise of Options will upon allotment rank pari passu in

all respects with other Shares;

(i) the Options will be quoted on ASX. The Company will apply for quotation of all Shares

allotted pursuant to the exercise of Options on ASX within 10 Business Days after the

date of allotment of those Shares;

(j) if at any time the issued capital of the Company is reconstructed, all rights of a holder

are to be changed in a manner consistent with the Corporations Act and the ASX

Listing Rules at the time of the reconstruction;

(k) there are no participating rights or entitlements inherent in the Options and holders

will not be entitled to participate in new issues of capital offered to Shareholders

during the currency of the Options. However, the Company will ensure that for the

purposes of determining entitlements to any such issue, the record date will be at

least 7 Business Days after the issue is announced. This will give holders the

opportunity to exercise their Options prior to the date for determining entitlements

to participate in any such issue; and

(l) an Option does not confer the right to a change in exercise price or a change in the

number of underlying securities over which the Option can be exercised; and

(m) in the event the Company proceeds with a bonus issue of securities to Shareholders

after the date of issue of the Options, the number of securities over which an Option

is exercisable may be increased by the number of securities which the holder would

have received if the Option had been exercised before the record date for the bonus

issue.

12.2 Disclosure of Interests

Directors are not required under the Company’s Constitution to hold any Shares. As at the date

of this Prospectus, the Directors have interests in Securities as set out in the table below:

Interest in Shares Interest in Options

Director Direct Indirect Direct Indirect

Geoffrey Donohue(1), (3)

1,650,000 2,500,000 1,650,000 2,500,000

Peter Ironside(2), (3)

400,000 2,300,000 400,000 2,300,000

Peter McIntyre (4)

- 2,500,000 - 2,500,000

(1) The Shares and Options of Geoffrey Donohue noted as being held indirectly are held by

his spouse (400,000), GAD Pty Ltd (400,000) and Rembu Pty Ltd (1,300,000) both of

which Mr Donohue is a director and shareholder, and Port Brassey Pty Ltd (400,000).


- 78 -

(2) The Shares and Options of Peter Ironside noted as being held indirectly are held by his

spouse (800,000), Ironside Pty Ltd (1,100,000) of which Mr Ironside is a director and

shareholder, and Port Brassey Pty Ltd (400,000).

(3) The Shares and Options of Port Brassey Pty Ltd (400,000) are reported in both the

indirect interests of Geoffrey Donohue and Peter Ironside. Port Brassey Pty Ltd is a

company owned equally by the spouses of Geoffrey Donohue and Peter Ironside.

(4) The Shares and Options of Peter McIntyre noted as being held indirectly are held by

Labonne Enterprises Pty Ltd (2,500,000), a company of which Mr McIntyre is a director

and shareholder.

In addition to the above interests, Mr Donohue and Mr Ironside have an interest in the

Company’s contract with Ausvaal Pty Ltd (Ausvaal) summarised in section 11.5 of this

Prospectus, as Ausvaal is a company controlled by them.

The Directors and parties associated with them have expressed an interest in acquiring up to

400,000 Shares each, subject to the number of applications received by the Company.

12.3 Directors’ Remuneration

The Company’s Constitution provides that the remuneration of non-executive Directors will be

not more than the aggregate fixed sum determined by a general meeting. The aggregate

remuneration for non-executive Directors has been set at an amount not to exceed $300,000

per annum. Each Director will initially be paid Directors’ fees of $24,000 per annum.

The remuneration of executive Directors, if and when appointed, will be fixed by the Directors

and may be paid by way of fixed salary or consultancy fee.

In addition, the Directors may perform services for the Company from time to time on the basis

of standard commercial rates for the nature of work performed. As at the date of this

Prospectus no consultancy services have been performed.

No Director has received any fees from the Company prior to the date of this Prospectus.

Directors may be paid reasonable expenses incurred by them on the business of the Company.

12.4 Directors’ Deeds of Indemnity

The Company intends to enter into deeds of access, indemnity and insurance with each of the

Directors.

The Company will undertake, subject to the restrictions in the Corporations Act, to indemnify

each Director and the Company Secretary (together the “Officers”) in certain circumstances and

to maintain Directors’ and Officers’ insurance cover (if available) in favour of each Officer during

the Officers’ tenure.

The Company will undertake with each Officer to provide access to any Company Records which

are either prepared or provided to the Officer during the period in which he is an Officer.

12.5 Employee Share Option Plan

The Company has established an Employee Share Option Plan (ESOP). The full terms of the

ESOP may be inspected at the registered office of the Company during normal business hours

and a summary of the material terms are below:

(a) The objective of the ESOP is to assist in the recruitment, reward, retention and

motivation of employees of the Company.


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(b) The Board of Directors shall have the discretion to approve employee options under

the ESOP and to decide the terms and conditions. However, each employee option

shall be issued for nil consideration.

(c) The exercise price of employee options granted under the ESOP will be determined by

the Board prior to their grant but shall not be less than the average weighted sale

price of Shares sold on ASX during the five business days prior to the issue date of the

employee options or such other period as determined by the Board.

(d) The employee options shall be subject to such vesting conditions as may be fixed by

the Board prior to their grant.

(e) The options granted under the ESOP do not give any right to participate in any

dividends or rights issues until Shares are allotted pursuant to the exercise of the

relevant option.

(f) Employee options are not transferable.

(g) Options not exercised after 60 days of termination of employment shall automatically

lapse, or at a later date as determined by the Board.

(h) The maximum number of options that may be offered to participants under the ESOP

is 5% of the issued capital at the time.

12.6 Fees and Benefits

Other than as set out below or elsewhere in this Prospectus, no:

(a) Director of the Company;

(b) person named in this Prospectus as performing a function in a professional advisory

or other capacity in connection with the preparation or distribution of this

Prospectus;

(c) promoter of the Company; or

(d) underwriter (but not a sub-underwriter) to the issue or a financial services licensee

named in the Prospectus as a financial services licensee involved in the issue,

has, or had within 2 years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with

its formation or promotion or in connection with the offer of Securities under this

Prospectus; or

(c) the offer of Securities under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed

to be given to any of those persons as an inducement to become, or to qualify as, a Director of

the Company or for services rendered in connection with the formation or promotion of the

Company or the offer of Securities under this Prospectus.

CSA Australia Pty Ltd (CSA) has acted as the Independent Geologist and has prepared an

Independent Geologist’s Report which has been included in Section 7 of this Prospectus. The

Company estimates that it will pay CSA a total of $55,000 for these services. During the 24


- 80 -

months preceding lodgement of this Prospectus with the ASIC, CSA has not received any other

fees from the Company.

BDO Kendalls Corporate Finance (WA) Pty Ltd (BDO Kendalls) has acted as Investigating

Accountant and has prepared an Investigating Accountant’s Report which has been included in

Section 8 of this Prospectus. The Company estimates it will pay BDO Kendalls a total of $7,500

for these services. During the 24 months preceding lodgement of this Prospectus with the

ASIC, BDO has not received any other fees from the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer, has

prepared a Solicitor’s Report on Tenements which has been included in Section 9 of this

Prospectus and has been involved in due diligence enquiries on legal matters. The Company

estimates it will pay Steinepreis Paganin $25,000 for these services. Subsequently, fees will be

charged in accordance with normal charge out rates. During the 24 months preceding

lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received any other fees

for legal services.

Patersons Securities Limited (Patersons) has acted as Lead Manager to the Offer. The Company

will pay fees for these services in accordance with their mandate agreement – refer to Section

11.4 for details. During the 24 months preceding lodgement of this Prospectus with the ASIC,

Patersons has not received any other fees from the Company. Patersons directors and

employees may hold existing Securities and may participate in the Offer. Patersons also

assisted the Company with a seed capital equity raising. A fee of approximately $9,950 (net of

GST) has been accrued in this regard and is due for payment by the Company.

Ausvaal Pty Ltd (Ausvaal) will, upon successful completion of the Offer, receive professional

fees of approximately $50,000 for management and administration services. During the 24

months preceding lodgement of this Prospectus with the ASIC, Ausvaal has not received any

other fees from the Company. Ausvaal will provide ongoing services to the Company at normal

commercial rates. Ausvaal is a related party of the Company because it is controlled by Mr

Donohue and Mr Ironside (refer to Section 11.5 for further details).

12.7 Consents

Each of the parties referred to in this section:

(a) does not make, or purport to make, any statement in this Prospectus other than those

referred to in this section; and

(b) to the maximum extent permitted by law, expressly disclaim and take no

responsibility for any part of this Prospectus other than a reference to its name and a

statement included in this Prospectus with the consent of that party as specified in

this section.

CSA has given its written consent to being named as the Independent Geologist to the Company

in this Prospectus and to the inclusion of the summary in Section 3.3 and the Independent

Geologist’s Report in Section 7 in the form and context in which they are included. CSA has not

withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

BDO Kendalls has given its written consent to being named as Investigating Accountant in this

Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 8 in the form

and context in which the report is included. BDO Kendalls has not withdrawn its consent prior

to lodgement of this Prospectus with the ASIC.

BDO Kendalls Audit & Assurance (WA) Pty Ltd has given its written consent to being named

Auditor to the Offer and has not withdrawn its consent prior to lodgement of this Prospectus

with the ASIC.


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Steinepreis Paganin has given its written consent to being named as the solicitor to the

Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in

Section 9 in the form and context in which the report is included. Steinepreis Paganin has not

withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Patersons has given its written consent to being named Lead Manager to the Offer and has not

withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

12.8 Restricted Securities

Certain existing security holders may be required to enter into agreements which restrict

dealings in Securities held by them. These agreements will be entered into in accordance with

the Listing Rules.

12.9 Expenses of the Offer

The total expenses of the Offer are estimated to be approximately $414,010 and are expected

to be applied towards the items set out in the table below:

Item of Expenditure Amount ($)

ASIC fees $2,010

ASX fees $33,500

Advisers’ fees $171,000

Printing & Mailing $15,000

Share Registry $7,500

Lead Manager/Brokerage Fees $175,000

Miscellaneous $10,000

TOTAL $414,010

12.10 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the

Directors are not aware of any legal proceedings pending or threatened against the Company.

12.11 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of

the Corporations Act to allow distribution of an electronic prospectus and electronic application

form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices

referring to an electronic prospectus or electronic application form, subject to compliance with

certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have

received the entire Prospectus accompanied by the relevant Application Forms. If you have not,

please email the Company at [email protected] and the Company will send you, for free,

either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you

may obtain a copy of the Prospectus from the Company’s website at www.atticusres.com.au.

The Company reserves the right not to accept an Application Form from a person if it has reason

to believe that when that person was given access to the electronic Application Form, it was not


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provided together with the electronic Prospectus and any relevant supplementary or

replacement prospectus or any of those documents were incomplete or altered.

12.12 Taxation

The acquisition and disposal of Securities in the Company will have tax consequences, which will

differ depending on the individual financial affairs of each investor. All potential investors in the

Company are urged to obtain independent financial advice about the consequences of acquiring

Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective

advisors accept no liability and responsibility with respect to the taxation consequences of

subscribing for Securities under this Prospectus.

12.13 Forecasts

The Company is an exploration company. The Directors have considered the matters set out in

ASIC Policy Statement 170 however, given the speculative nature of exploration, mineral

development and production, there are significant uncertainties associated with forecasting

future revenue. On this basis, the Directors believe that any forecasts would contain such a

wide range of potential outcomes that it is not possible to prepare a reliable best estimate

profit forecast or projection and accordingly no forecasts have been included in this Prospectus.

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13. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of

the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the

lodgement of this Prospectus with the ASIC.

_______________________________

PETER IRONSIDE

For and on behalf of



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14. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

A$ or $ means an Australian dollar.

APG Resources means APG Resources Pty Ltd (ACN 088 690 199).

Application Form means the application form accompanying this Prospectus relating to the

Offer.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors as constituted from time to time.

Business Day means a week day when trading banks are ordinarily open for business in Perth,

Western Australia.

Company, Atticus Resources or Atticus means Atticus Resources Limited (ABN 34 124 782 038).

Closing Date means the closing date of the Offer as set out in the Key Information Section of

this Prospectus.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus,

which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3)

of the Corporations Act.

Lead Manager means Patersons Securities Limited (ABN 69 008 896 311).

Listing Rules or ASX Listing Rules means the official listing rules of ASX.

Offer means the offer of Securities pursuant to this Prospectus as outlined in Section 4.

Option means an option to acquire one Share, at an exercise price of 20 cents each on or before

30 September 2012 and subject to the terms and conditions set out in Section 12.1.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Prospectus means this prospectus.

Securities means Shares and Options.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Computershare Investor Services Pty Ltd (ABN 48 078 279 277).

Shareholder means a holder of Shares.

Tenements means tenements set out in Part I of the Solicitor’s Report on Tenements in Section

9 of this Prospectus.

WST means Western Standard Time, Perth, Western Australia.

Application Form

Unit Street Number Street Name or PO Box /Other Information

I/we apply forA

Cheque details - Make your cheque or bank draft payable to Atticus Resources Limited - Share Offer AccountG

BSB Number Account NumberDrawer Amount of cheque

A$

Cheque Number


A$

Cheque Number

Number of Shares in Atticus Resources Limited at A$0.20 per Share or suchlesser number of Shares which may be allocated to me/us

Enter your postal address - Include State and Postcode

City / Suburb / Town State Postcode

D

ABN 34 124 782 038

I/we lodge full Application Money

.

C Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)Title or Company Name Given Name(s) Surname

Joint Applicant 2 or Account Designation


E

F

B

Enter your contact details

Holder Identification Number (HIN)

CHESS Participant

By submitting this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and the declarations/statements on thereverse of this Application form and I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) arecomplete and accurate. I/we agree to be bound by the Constitution of the Company. I/We was/were given access to the Prospectus together with the application form.I/We represent, warrant and undertake to the Company that our subscription for the above shares will not cause the Company or me/us to violate the laws of Australiaor any other jurisdiction which may be applicable to this subscription for shares in the Company.

Broker Code Adviser CodeThis Application Form is important. If you are in doubt as to how to deal with it, pleasecontact your stockbroker or professional adviser without delay. You should read theentire Prospectus carefully before completing this form. To meet the requirements ofthe Corporations Act, this Application Form must not be distributed unlessincluded in, or accompanied by, the Prospectus.

I P O

Registry Use Only

A$

Contact Name Telephone Number - Business Hours / After Hours

( )

X

See back of form for completion guidelines

Please note that if you supply a CHESS HIN but the name and address details on your form do notcorrespond exactly with the registration details held at CHESS, your application will be deemed to bemade without the CHESS HIN, and any securities issued as a result of the IPO will be held on theIssuer Sponsored subregister.

053461_

x

Before completing the Application Form the applicant(s) should read the Prospectus to which this application relates. By lodging the Application Form, the applicantagrees that this application for Shares in Atticus Resources Limited is upon and subject to the terms of the Prospectus and the Constitution of Atticus ResourcesLimited, agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made arecomplete and accurate. It is not necessary to sign the Application Form. While the Prospectus is current, the Company will send paper copies of the Prospectus, anysupplementary documents and the Application Form, free of charge to any person upon request.

Lodgement of ApplicationApplication Forms must be received at the Perth office of Computershare Investor Services Pty Limited by no later than 5.00pm WST on 2 October 2007.Return the Application Form with cheque(s) attached to:

Computershare Investor Services Pty Limited OR Computershare Investor Services Pty LimitedGPO Box D182 Level 2PERTH WA 6840 45 St Georges Terrace

PERTH WA 6000

Privacy StatementPersonal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for securities issuers ("the issuer"), for the purpose ofmaintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed toour related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like detailsof your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with theCorporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may electnot to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected]

If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010.

Correct forms of registrable title(s)Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordancewith the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrablename may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.

How to complete this formA Shares Applied for

Enter the number of Shares you wish to apply for. The applicationmust be for a minimum of 10,000 Shares. Applications for greaterthan 10,000 Shares must be in multiples of 1,000 Shares.

Application MoniesEnter the amount of Application Monies. To calculate the amount,multiply the number of Shares by the price per Share.

Applicant Name(s)Enter the full name you wish to appear on the statement of shareholding. This must be either your own name or the name of acompany. Up to 3 joint Applicants may register. You should refer tothe table below for the correct forms of registrable title. Applicationsusing the wrong form of names may be rejected. Clearing HouseElectronic Subregister System (CHESS) participants should completetheir name identically to that presently registered in the CHESSsystem.

Postal AddressEnter your postal address for all correspondence. All communicationsto you from the Registry will be mailed to the person(s) and addressas shown. For joint Applicants, only one address can be entered.

Contact DetailsEnter your contact details. These are not compulsory but will assist usif we need to contact you.

B

C

D

E

CHESSAtticus Resources Limited (the Company) will apply to the ASX toparticipate in CHESS, operated by ASX Settlement and TransferCorporation Pty Ltd, a wholly owned subsidiary of Australian StockExchange Limited. In CHESS, the company will operate an electronicCHESS Subregister of security holdings and an electronic IssuerSponsored Subregister of security holdings. Together the twoSubregisters will make up the Company’s principal register of securities.The Company will not be issuing certificates to applicants in respect ofShares allotted. If you are a CHESS participant (or are sponsored bya CHESS participant) and you wish to hold Shares allotted to youunder this Application on the CHESS Subregister, enter your CHESSHIN. Otherwise, leave this section blank and on allotment, you will besponsored by the Company and allocated a Securityholder ReferenceNumber (SRN).

PaymentMake your cheque or bank draft payable to Atticus Resources Limited- Share Offer Account in Australian currency and cross it NotNegotiable. Your cheque or bank draft must be drawn on anAustralian Bank.

Complete the cheque details in the boxes provided. The total amountmust agree with the amount shown in box B.

Cheques will be processed on the day of receipt and as such,sufficient cleared funds must be held in your account as chequesreturned unpaid may not be re-presented and may result in yourApplication being rejected. Pin (do not staple) your cheque(s) to theApplication Form where indicated. Cash will not be accepted.Receipt for payment will not be forwarded.

F

G

Type of Investor Correct Form of Registration Incorrect Form of Registration

Trusts- Use trustee(s) personal name(s)- Do not use the name of the trust

Individual- Use given name(s) in full, not initials

Joint- Use given name(s) in full, not initials

Company- Use company title, not abbreviations

Deceased Estates- Use executor(s) personal name(s)- Do not use the name of the deceased

Minor (a person under the age of 18)- Use the name of a responsible adult with an appropriate designationPartnerships- Use partners personal name(s)- Do not use the name of the partnership

Clubs/Unincorporated Bodies/Business Names- Use office bearer(s) personal name(s)- Do not use the name of the club etcSuperannuation Funds- Use the name of trustee of the fund- Do not use the name of the fund

Mr John Alfred Smith

Mr John Alfred Smith & Mrs Janet Marie Smith

ABC Pty Ltd

Ms Penny Smith<Penny Smith Family A/C>

Mr Michael Smith<Est John Smith A/C>

Mr John Alfred Smith<Peter Smith A/C>Mr John Smith &Mr Michael Smith<John Smith & Son A/C>

Mrs Janet Smith<ABC Tennis Association A/C>

John Smith Pty Ltd<Super Fund A/C>

J.A Smith

ABC P/LABC Co

Penny Smith Family Trust

Estate of Late John Smith

Peter Smith

John Smith & Son

ABC Tennis Association

John Smith Pty Ltd Superannuation Fund

John Alfred &Janet Marie Smith

IP

O053461_

Application Form


I/we apply forA



A$

Cheque Number


A$

Cheque Number




D

ABN 34 124 782 038


.




E

F

B



CHESS Participant



I P O

Registry Use Only

A$


( )

X



053461_

x




PERTH WA 6000










B

C

D

E





F

G











ABC Pty Ltd






J.A Smith

ABC P/LABC Co



Peter Smith

John Smith & Son




IP

O053461_

Application Form


I/we apply forA



A$

Cheque Number


A$

Cheque Number




D

ABN 34 124 782 038


.




E

F

B



CHESS Participant



I P O

Registry Use Only

A$


( )

X



053461_

x




PERTH WA 6000










B

C

D

E





F

G











ABC Pty Ltd






J.A Smith

ABC P/LABC Co



Peter Smith

John Smith & Son




IP

O053461_

TTICUS RESOURCES L IMITED GROUND FLOOR , 168 ST IRL ING H IGHWAY , NEDLANDS WA 6009

TEL : 08 9423 5925 FAX : 08 9389 1750 WWW .ATT ICUSRES .COM .AU

Prospectus IPO - Final Print Version€¦ · TTICUS RESOURCES LIMITED ABN 34 124 782 038 PROSPECTUS For the offer of 15,000,000 Shares at an issue price of 20 cents each with 15,000,000

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