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Prospectus

BROKER TO THE OFFER

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

I you do not understand it you should consult your proessional advisers without delay.The Shares oered by this Prospectus should be considered speculative.

For the oer o 35,000,000 New Shares by MACA at an issue price o $1.00 each to raise $35,000,000 and the oer o 25,000,000Existing Shares by the Existing Shareholders at a sale price o $1.00 each

ABN 42 144 745 782


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IMPORTANT NOTICEThis Prospectus is dated 1 October 2010 and was lodgedwith the ASIC on that date. The ASIC and its ocers takeno responsibility or the contents o this Prospectus or themerits o the investment to which the Prospectus relates.

The expiry date o this Prospectus is 5.00pm WST on thatdate which is 13 months ater the date this Prospectus waslodged with the ASIC Epir Date. No securities maybe issued on the basis o this Prospectus ater the ExpiryDate. Application will be made to ASX within seven 7days ater the date o this Prospectus or Ocial Quotation

o the Shares the subject o this Prospectus. The Sharesthe subject o this Prospectus should be consideredspeculative.

WEB SITE ELECTRONIC PROSPECTUS

A copy o this Prospectus can be downloaded rom MACAswebsite at www.maca.net.au. Any person accessing theelectronic version o this Prospectus or the purpose omaking an investment in MACA must only access theProspectus rom within Australia.

The Corporations Act prohibits any person passing onto

another person an application orm unless it is attachedto a hard copy o this Prospectus or it accompanies thecomplete and unaltered version o this Prospectus. Anyperson may obtain a hard copy o this Prospectus ree ocharge by contacting MACA.

EXPOSURE PERIODThis Prospectus will be circulated during the ExposurePeriod. The purpose o the Exposure Period is to enable thisProspectus to be examined by market participants prior tothe raising o unds. Potential investors should be awarethat this examination may result in the identication odeciencies in the Prospectus and, in those circumstances,any application that has been received may need tobe dealt with in accordance with Section 724 o theCorporations Act.

Applications or securities under this Prospectus will not be

processed by MACA until ater the expiry o the ExposurePeriod. No preerence will be conerred on persons wholodge applications prior to the expiry o the ExposurePeriod.

DISCLAIMER

No person is authorised to give any inormation or makeany representation in connection with the Oer describedin this Prospectus that is not contained in this Prospectus.Any inormation or representation not so contained maynot be relied on as having been authorised by MACA, theDirectors or any other person involved in the preparation

o this Prospectus or the making o the Oer.

IMPORTANT INFORMATION

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INDUSTRY AND MARKET DATAIndustry and market data used throughout this Prospectus was, in most instances, obtained rom surveys or studiesconducted by third parties, and industry and general publications. MACA has no reason to doubt that this inormation isreliable. It is noted however, that this inormation has not been veried by any independent sources.

PHOTOGRAPHS

Certain assets that are the subject o photographs contained in this Prospectus may not be owned by MACA or any othersubsidiary o MACA. The inclusion o photographs supplied by persons or entities other than MACA does not constitute anendorsement or recommendation by those persons or entities o the Shares oered pursuant to this Prospectus.

NO OFFERING WHERE OFFERING WOULD BE ILLEGAL

The distribution o this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come intopossession o this Prospectus should seek advice on and observe any o these restrictions. Failure to comply with theserestrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult theirproessional advisers as to whether any governmental or other consents are required or whether any other ormalitiesneed to be considered and ollowed.

This Prospectus does not constitute an oer in any place in which, or to any person to whom, it would not be lawul tomake such an oer. It is important that investors read this Prospectus in its entirety and seek proessional advice wherenecessary.

No action has been taken to register or qualiy the Shares or the Oer, or to otherwise permit a public oering o theShares in any jurisdiction outside Australia. This Prospectus has been prepared or publication in Australia and may not be

released or distributed in the United States o America.

This Prospectus does not constitute an oer to sell, or a solicitation o an oer to buy, securities in the United States oAmerica. The Shares have not been, and will not be, registered under the US Securities Act, and may not be oered or soldin the United States o America, except in a transaction exempt rom, or not subject to, registration under the US SecuritiesAct and applicable state securities laws o the United States o America.

Further details regarding selling restrictions that apply to the Shares in certain jurisdictions outside o Australia areprovided in Section 5.6 o this Prospectus.

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STRONG MARKET POSITION AND COMPETITIVE ADVANTAGESMACA is a well established mining services business with a long standing client base.

MACA provides mine to mill contract mining services or open pit mining including loading and hauling, drilling and blasting, crushing and screening and civil works.

MACAs success and reputation has been driven by a ocus on client service, reliability and saety.

MACA has an extensive, well managed, modern feet o equipment and a workorce currently in excess o 500 employees and sub-contractors.

MACAs senior management have in excess o 100 years combined experience in the contract mining services sector.

LEVERAGED TO THE RESOURCES SECTOR

Commodity prices remain at historically high levels with a large number o mining projects being developed or contemplated or development.

MACA specialises in providing services predominantly to mid-size mining projects across a range o commodities.

TRACK RECORD OF PROFITABLE AND RAPID GROWTH

Strong history o revenue growth revenue growth o 88% in 2010 and prot growth EBITDA growth o 62% in 2010.

The MACA business has enjoyed strong nancial perormance even through the uncertainty o the global nancial crisis.

STRONG GROWTH OUTLOOK*

MACA is orecasting revenue o $242 million or 2011 up 56% on 2010, pro orma EBITDA o $53.2 million up 41% on 2010 and pro orma net prot ater tax o $23.1 million.

98% o orecast 2011 revenue is based on existing contracts.

MACAs existing contracts extend over a period o up to six years rom January 2010 with potential or urther growth rom contract scale and extensions.

MACA has identied a number o opportunities or new and existing project work to drive revenue growth beyond existing contracted work.

Following completion o the IPO and capital raising, MACA will have a strong balance sheet with an increased capacity to und growth beyond 2011.

* The nancial inormation or the 2009 and 2010 nancial years has been audited. For urther inormation in relation to the pro orma historical

inormation and orecasts please reer to Section 9 Financial Inormation and Forecasts, Section 10 Investigating Accountants Review on Forecast

Financial Inormation and Section 11 Investigating Accountants Report.

INVESTMENT HIGHLIGHTS

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MACA PROSPECTUS 2010


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The ollowing table sets out a summary o the key risks associated with investing in MACA. This list o risks is notexhaustive. Full details o the risks tabled below are set out in Section 12 o this Prospectus.

RISK AREA RISKS

Reliance on the

mining indstr

A decrease in demand or mining services by the mining industry may adversely aectMACAs growth prospects, operating results and nancial perormance.

Reliance on

e personnel

Loss o any o MACAs key personnel could adversely aect MACAs growth prospects,operating results and nancial perormance.

Reliance on e

client relationships

Loss o one or more clients could adversely aect MACAs growth prospects, operatingresults and nancial perormance.

Abilit to win newprojects Failure by MACA to win new projects could adversely aect its growth prospects,operating results and nancial perormance.

Forecast ris

Forecasts or FY2011 are dependent upon many actors, some o which are outside thecontrol o MACA. The occurrence o any o these actors may impact MACAs ability toachieve its orecasts.

Competition ris

Aggressive competition by current or uture competitors could result in price reductions,reduced margins and loss o market share which may, in turn, adversely aect MACAsgrowth prospects, operating results and nancial perormance.

Contractal ris

As at the date o this Prospectus, MACA is party to ten 10 material contracts or theprovision o mining services to parties within the resource and mining industry inAustralia. Early termination o any o these contracts, deault by contracting parties

including payment deaults, or disputes or litigation with contracting parties, couldadversely aect MACAs growth prospects, operating results and nancial perormance.

Contractal disptes

and litigation

There is a risk that MACA or its subsidiaries may in the uture have disputes with itscustomers or other third parties including payment disputes and that this mayhave an adverse impact on MACAs growth prospects, operating results and nancialperormance.

Disrption o

bsinesses operations

MACA and its customers are exposed to a range o operational risks, includingequipment ailure, accidents, inormation system ailure, external services ailure,industrial action or disputes, and natural disasters. The occurrence o one o theseincidents could adversely aect MACAs growth prospects, operating results and nancialperormance.

Concentration o

shareholding

Following completion o the Oer, the Existing Shareholders will hold approximately60% o MACA. Any sale o shares by the Existing Shareholders could have a negativeimpact on the price o Shares. Reer to Section 5.1 or details o the shareholdings o theExisting Shareholders.

Labor shortages

Increased activity in the resources sector can lead to a shortage in the availability oa skilled labour pool, which can create cost increases and reduction in output andexpansion potential or MACA.

ClimaticSevere and prolonged weather events could adversely aect MACAs operations and itsnancial perormance.

General RissChanges in legislation, general economic risks and market conditions may aect MACAs

operations and the price at which its shares trade on ASX.

Investors should be aware that an investment in MACA involves risks that may be higher than risks associated with an investment in some other

companies. Careul consideration should be given to all matters raised in this Prospectus and the relative risk actors prior to applying or Shares oered

or subscription under this Prospectus. Some o these risks can be mitigated by the use o appropriate saeguards and actions, but some are outside

MACAs control and cannot be mitigated. Investors should consider the risk actors described above and outlined in more detail in Section 12, together

with the inormation contained elsewhere in this Prospectus, beore deciding whether to apply or Shares.

KEY RISKS

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1 CORPORATE DIRECTORY 8

2 CHAIRMANS LETTER 9

3 INVESTMENT OVERVIEW 10

4 ANSWERS TO KEY QUESTIONS 14

5 DETAILS OF THE OFFER 16

6 INDUSTRY OVERVIEW 19

7 COMPANY AND BUSINESS OVERVIEW 21

8 DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE 36

9 FINANCIAL INFORMATION AND FORECAST 42

10 INVESTIGATING ACCOUNTANTS REVIEW ON FORECAST FINANCIAL INFORMATION 47

11 INVESTIGATING ACCOUNTANTS REPORT 50

12 RISK FACTORS 65

13 MATERIAL CONTRACTS 69

14 ADDITIONAL INFORMATION 84

15 DIRECTORS AUTHORISATION 90

16 GLOSSARY 91

17 APPLICATION FORM 92

CONTENTS

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1 CORPORATE DIRECTORY

DIRECTORSAndrew EdwardsNonEectie Chairman

Chris TuckwellManaging Director

Ross WilliamsFinance Director

Geo BakerOperations Director

Joseph Joe SweetNonEectie Director

COMPANY SECRETARY

Jon Carcich

REGISTERED OFFICE

c/o Bentleys WA Pty LtdLevel 112 Kings Park RoadWEST PERTH WA 6005

Telephone: 08 9226 4500Facsimile: 08 9226 4300

WEBSITE

www.maca.net.au

BROKER TO THE OFFERHartleys LimitedLevel 6141 St Georges TerracePERTH WA 6000

SOLICITORS TO THE COMPANY

Steinepreis PaganinLawyers and ConsultantsLevel 4, The Read Buildings16 Milligan Street

PERTH WA 6000

INVESTIGATING ACCOUNTANT

BDO Corporate Finance WA Pty Ltd38 Station StreetSUBIACO WA 6008

SHARE REGISTRY*

Computershare Investor Services Pty LtdLevel 245 St Georges TerracePERTH WA 6000

Telephone: 08 9323 2000Facsimile: 08 9323 2033

AUDITORS

Moore StephensLevel 312 St Georges TerracePERTH WA 6000

* This party is included or inormation purposes only and did not participate in the preparation o this Prospectus.

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2 CHAIRMANS LETTER

DEAR INVESTOR,On behal o the Board, I am pleased to oer you an opportunity to invest in MACA Limited MACA or the Compan.

MACA is a leading supplier o mining and civil services to clients in the mining and construction sector in WesternAustralia.

The MACA business was ounded in 2002 and has built a reputation based on the quality and reliability o its services.Operations currently include services in contract mining, loading and hauling, drilling and blasting, crushing andscreening, and civil inrastructure requirements.

MACA has a workorce in excess o 500 employees and subcontractors. The Company is ocused on the saety o its staand has a comprehensive health, saety and environmental management program.

The current clients o MACA are Atlas Iron Limited, Regis Resources Limited, Western Areas NL, Crescent Gold Limited,Sinosteel Midwest Corp Ltd, Barrick Plutonic Limited a subsidiary o Barrick Gold Corporation, Crosslands Resources Ltdand Magellan Metals Pty Ltd a subsidiary o TSX-listed Ivernia Inc.

The quality o MACAs management, customer relationships and expertise within its core business divisions combined withutilising a modern feet o equipment are all actors contributing to MACAs strong nancial perormance. As a result othese actors and the Companys demonstrated track record, MACA has experienced signicant nancial growth despitecapital constraints that has limited MACAs ability to nance more equipment which, in turn, has limited MACAs capacity toundertake more projects.

In the nancial year ended 30 June 2010, MACA achieved revenue o $155 million representing revenue growth o 88%rom FY2009 and earnings beore interest, tax, depreciation and amortisation EBITDA o $37.8 million. In the nancialyear ended 30 June 2011, MACA orecasts revenue o $242 million, pro orma EBITDA o $53.2 million, and a pro orma netprot ater tax o $23.1 million. MACA is orecasting paying a ully ranked hal year dividend o 3 cents per share and a ully

ranked nal year dividend o 3 cents per share implying a yield, on an annualised basis, o 6% on the IPO price o $1.00 pershare. This orecast growth is based on MACAs strong existing contracted work, with 98% o orecast 2011 revenue basedon existing contracts and other assumptions, urther details o which are set out in Section 9 o this Prospectus.

The Oer will raise total proceeds o $60 million, comprising an Oer o New Shares and an Oer o Existing Shares at$1.00 each. The unds rom the issue o 35 million New Shares will be primarily used to enable MACA to und uture growthopportunities. The Oer o 25 million Existing Shares provides an opportunity or the Existing Shareholders to realise aportion o their existing investment in MACA and provide liquidity in the Shares o MACA while retaining a signicant stakein the uture o the business.

Subscribers to the Oer will hold 40% o the issued share capital o MACA. The remaining Shares will be held by theExisting Shareholders. The Existing Shareholders have entered into 12 month voluntary escrow arrangements in respect otheir retained shareholdings.

Along with providing MACA access to capital markets, the ASX listing will provide employees o MACA with theopportunity to participate in the ownership o MACA and increase awareness o MACA throughout the mining industry.The Board believes that this will strengthen MACAs competitive position and continue to drive the growth o the MACAbusiness over the years to come.

Details o the Oer, MACAs business and the risks o investing in MACA are contained in this Prospectus, which I encourageyou to read careully.

Together with my ellow Directors, I look orward to welcoming you as a Shareholder o MACA.

Yours aithully

Andrew EdwardsChairman

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3.1 IMPORTANT NOTICEThis section is an investment overview and is not intended to provide ull inormation or investors intending to apply orShares oered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

3.2 PURPOSE OF THE OFFER

This Prospectus invites investors to apply or New Shares being oered or subscription by MACA and Existing Shares beingoered or sale by the Existing Shareholders.

The purpose o the Oer is to:

raise unds to pursue growth opportunities, including strengthening the balance sheet to ensure MACA is wellapositioned to acquire capital equipment to utilise on new client projects; and

provide the Existing Shareholders with an opportunity to realise part o their existing investment in MACA in orderbto diversiy their personal risk while retaining a very material interest in MACA going orward and provide liquidityto ensure that secondary market trading can be acilitated ollowing listing on the ASX.

In addition, the Board believes that the completion o the Oer, and subsequent listing o MACAs securities on ASX, willresult in the ollowing benets to MACA:

improved access to capital on more avourable terms;a

the opportunity to use ASX listed scrip to make acquisitions;b

increased awareness o MACA throughout the mining industry; andc

the opportunity or eligible employees o MACA to participate in the ownership o MACA.d

3.3 OBjECTIVES

The strategic objective o MACA is to continue to protably grow its business and market position as a leader in the miningand civil services industry by:

leveraging o its culture o excellence and client service;a

investing in reliable, high quality and well maintained equipment to ensure work undertaken exceeds customerbexpectations; and

continuing to provide employment opportunities or high calibre people who are committed to working in acteam environment and ocussed on delivering high quality services to meet clients needs within a sae workingenvironment.

On completion o the Oer, the Board believes MACA will have sucient working capital to achieve these objectives.

3.4 INDICATIVE TIMETABLE

Lodgement o Prospectus with the ASIC 1 October 2010

Opening Date 11 October 2010

Closing Date 5.00pm WST on 27 October 2010

Despatch o Holding Statements 29 October 2010

Expected date or listing on ASX 3 November 2010

3 INVESTMENT OVERVIEW

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3.5 OFFER AND FINANCIAL OVERVIEW

Oer Price $1.00

Shares oered under this Prospectus 60,000,000

Shares retained by the Existing Shareholders 90,000,000

Total Shares on issue on completion o the Oer1 150,000,000

Implied market capitalisation at Oer Price2 $150,000,000

Pro-orma cash on hand on completion o the Oer $33,274,111

Interest bearing debt including utilised hire purchase acilities $38,444,394

Enterprise value at Oer Price3 $155,170,283

YEAR ENDING 2009A4 2010A42011F6

PRO FORMA2011F6

STATUTORY

Total Reene $M $82.8 $155.3 $242.0 $242.0

Growth 88% 56% 56%

EBITDA $M $23.4 $37.8 $53.2 $52.2

Growth 62% 41% 38%

Margin 28% 24% 22% 22%

EBIT $M $17.2 $24.5 $34.3 $33.3

Margin 21% 16% 14% 14%

Net Prot Beore Ta $M $16.3 $22.8 $33.0 $32.0

Margin 20% 15% 14% 13%

Net Prot Ater Ta $M $11.5 $16.4 $23.1 $22.1

Margin 13.9% 10.6% 9.5% 9.1%

Earnings per share $0.154 $0.148

Diidend per share5 $0.06 $0.06

Price earnings mltiple 6.5 6.8

EBITDA mltiple 2.9 3.0

Implied diidend ield 6.00% 6.00%

Notes:

The total number o Shares on issue ollowing the Oer will be the sum o the total number o New Shares issued1.under the Oer, the number o Existing Shares oered by the Existing Shareholders under the Oer and the number oShares retained by the Existing Shareholders.

At the Oer price o $1.00 per Share. The price at which the Shares trade on ASX may be above or below this amount.2.

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Enterprise value is calculated as the market capitalisation at the Oer price minus pro-orma net cash o $33,274,111 as3.at 30 June 2010 plus interest bearing liabilities including utilised hire purchase acilities o $38,444,394.

The nancial inormation or the 2009 and 2010 nancial years has been audited. For urther inormation in relation4.to the pro orma historical inormation please reer to Section 9 Financial Inormation and Section 11 InvestigatingAccountants Report.

MACA expects to pay a ully ranked hal year interim dividend o 3 cents per share and a ully ranked nal year5.dividend o 3 cents per share implying a yield, on an annualised basis, o 6% on the IPO price o $1.00 per share. Thisexpectation is based on the orecast prot or FY2011 and is subject to nal approval by the Board o Directors. Theability to pay a dividend and the actual payout ratio will depend on MACAs actual protability, tax position and uturebusiness opportunities.

The orecast nancial inormation is based on a number o assumptions, estimates and pro-orma adjustments that6.are subject to business, economic and competitive uncertainties. The orecast statutory net prot ater tax or the2011 nancial year is $22,147,000. The adjustment o $946,769 relates to the share based payment expense arisingrom the issue o shares to the Managing Director, Mr. Christopher Tuckwell. The orecast inormation presented in thisProspectus may vary rom actual nancial results and these variations may be material. Please reer to Sections 9 and10 o the Prospectus or urther details in relation to the orecast nancial inormation and assumptions.

3.6 USE OF PROCEEDS

The unds received rom the Oer o Existing Shares and New Shares under this Prospectus $60,000,000 are intended tobe applied as ollows:

DESCRIPTION FUNDS RAISED

Funds to pursue uture growth opportunities $32,950,000

Fund purchase o MACA Shares rom Existing Shareholders $25,000,000

Expenses o the Oer $2,050,000

Total $60,000,000

MACA has already invested sucient capital and has sucient cash reserves to execute its existing contracts. The moniesraised to und the growth o the MACA business will increase MACAs cash reserves, and, in time, are intended to be utilisedor working capital and to acquire plant and equipment to service new contracts won by MACA. As at the date o thisProspectus, MACA is unable to provide a more detailed breakdown o how these unds will be applied as the exact natureand amount o the required expenditure will not be known until new contracts are secured by MACA.

The proceeds o the Oer o Existing Shares will be paid to the Existing Shareholders in proportion to the number oExisting Shares that each Existing Shareholder is oering under this Prospectus. Details o the Existing Shareholders are setout in Section 5.1.

The above table is a statement o current intentions as o the date o lodgement o this Prospectus with the ASIC. As withany budget, intervening events and new circumstances have the potential to aect the ultimate way unds will be applied.The Board reserves the right to alter the way unds are applied on this basis.

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3.7 CAPITAL STRUCTUREThe capital structure o MACA ollowing completion o the Oer is summarised below123:

DESCRIPTION NUMBER

Shares retained by Existing Shareholders 90,000,000

Existing Shares oered or sale under this Prospectus 25,000,000

New Shares oered under this Prospectus 35,000,000

Total Shares on isse at completion o the Oer 150,000,000

Notes:

1 Reer to Investigating Accountants Report or urther inormation.

2 The Company has adopted an employee incentive option plan and intends to issue up to 5% o its issued capital inoptions to employees. Please reer to Section 13.24 o this Prospectus or details o the employee incentive optionplan.

3The Company currently has no options on issue.

3.8 ESCROWED SECURITIES

Following the completion o the Oer, the Existing Shares retained by the Existing Shareholders will be subject to12 month voluntary escrow agreements. Please reer to Section 13.16 or details in relation to the voluntary escrow

agreements.

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TOPIC SUMMARY REFERENCE

What is the Oer?

The Oer is an initial public oering IPO o 35 million new ully paid ordinaryShares in MACA Limited and the sale o 25 million Existing Shares at an Oerprice o $1.00 per Share.

The Oer will raise total proceeds o $60 million, comprising an Oer o NewShares and an Oer o Existing Shares at $1.00 each. The unds rom the issueo 35 million New Shares will be primarily used to enable MACA to und uturegrowth opportunities. The Oer o 25 million Existing Shares provides anopportunity or the Existing Shareholders to realise a portion o their existinginvestment in MACA and provide liquidity in the Shares o MACA whileretaining a signicant stake in the uture o the business.

Key OerInormation

What is the IssePrice?

The Issue Price is $1.00 per Share. Section 5.1

Who is the isser othis Prospects?

MACA Limited, a company incorporated in Australia ABN 42 144 745 782.

What does MACA do?

MACA is a leading supplier o mining and civil services to clients in the miningand construction sector in Western Australia.

Operations currently include services in contract mining, loading andhauling, drilling and blasting, crushing and screening, and civil inrastructurerequirements.

Section 7

Where will the Sharesbe listed?

MACA will make an application to the ASX or admission to the Ocial List othe ASX and quotation o the Shares under ASX code MLD within 7 days aterthe date o this Prospectus.

Section 5.5

What is the prposeo the Oer?

The purpose o the Oer is to:

raise capital to und uture growth opportunities;

acilitate the sale o Existing Shares by the Existing Shareholders;

acilitate the listing o MACA on the ASX and to enable access to capitalmarkets; and

provide a liquid market or Shares and an opportunity or employees andother persons to invest in MACA.

The proceeds o the Oer will be applied to:

provide unding or uture growth opportunities;

the acquisition o shares rom Existing Shareholders; and

pay the expenses o the Oer.

Sections 3.2and 3.6

What are the costs othe Oer?

The costs o the Oer are estimated at approximately $2.05 million. Thesecosts will be paid by MACA out o the gross proceeds o the Oer. The brokercommission relating to the sale o Existing Shares under this Prospectus willbe paid out o proceeds received by Existing Shareholders in proportion to theExisting Shares each holder sells.

Section 14.6

When will I receiediidends?

It is MACAs intention to declare an interim ully ranked dividend o 3 cents perShare in respect o the hal year ending 31 December 2010 and a urther nal

ully ranked dividend o 3 cents per Share in respect o the ull nancial yearending 30 June 2011. This equates to an annualised dividend yield o 6% basedon the Oer price o $1.00. Payment o the dividends will be contingent onMACA meeting its orecasts. The dividends will otherwise be paid in accordancewith MACAs dividend policy.

Section 3.5

4 ANSWERS TO KEY qUESTIONS

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TOPIC SUMMARY REFERENCE

What are theta implicationso maing aninestment in theCompan?

The taxation implications o investing in MACA will depend on an investorsindividual circumstances. Applicants should obtain their own tax advice prior tomaking an investment in MACA.

Section 14.9

Who can participatein the Oer?

The Oer is open to persons who access the Prospectus rom within Australia. Section 5.6

How do I appl orShares?

By submitting a valid Application Form accompanying this Prospectus

including, or Australian residents only, the electronic version o thisProspectus in accordance with the instructions set out on the ApplicationForm.

ApplicationForm

What are the edates o the Oer?

Lodgement date: 1 October 2010

Opening Date: 11 October 2010

Closing Date:27 October 2010

Expected date or issue o holding statements: 29 October 2010

Expected ASX trading date: 3 November 2010

The above dates are indicative only and may change without notice. MACAreserves the right to extend the Closing Date or close the Oer early withoutnotice.

Key OerInormation

What is the minimmApplication nderthe Oer?

Applicants must apply or a minimum o 2,000 Shares representing a minimuminvestment o $2,000. Applicants applying or additional Shares must apply orShares in multiples o 500 Shares representing a urther investment o $500.

Section 5.2

What is the allocationpolic?

MACA reserves the right, in its absolute discretion, in consultation with theBroker to the Oer, to allot the Shares applied or under any Application inull or to allot any lesser number or to decline any Application. MACA mayin its absolute discretion give preerence to certain investors in acceptingApplications under the Oer.

Section 5.3

Is there anbroerage,commission or stampdt paable b theApplicants?

No brokerage, commission or stamp duty is payable by Applicants on Sharesallotted or transerred under the Oer.

Section 5.2

When will

conrmation

o sccessl

Applications be sent?

Conrmations o successul Applications, in the orm o holding statements, areexpected to be dispatched on or about 29 October 2010.

Key OerInormation

Who are the adisersto the Oer?

Hartleys Limited is the Broker to the Oer.

Steinepreis Paganin is the legal adviser to the Oer.

BDO Corporate Finance WA Pty Ltd has prepared the InvestigatingAccountants Report.

CorporateDirectory

How can rther

inormation beobtained?

Further inormation should be obtained by reading this Prospectus in itsentirety.

For advice on the Oer, you should speak to your stockbroker, accountant orother proessional adviser.

I you require assistance or additional copies o this Prospectus, please contactthe Share Registry on 08 9323 2000 within Australia or +61 8 9323 2000outside Australia.

Prospectus

Contact details For urther contact details, reer to the Corporate Directory.CorporateDirectory

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5 DETAILS OF THE OFFER

5.1 THE OFFERBy this Prospectus:

MACA oers or subscription 35,000,000 New Shares at an issue price o $1.00 each to raise $35,000,000; anda

the Existing Shareholders also oer or sale 25,000,000 Existing Shares at a sale price o $1.00 each.b

The New Shares and Existing Shares oered under this Prospectus will rank equally with the existing Shares on issue.

The number o Existing Shares oered or sale under this Prospectus by each Existing Shareholder is set out in the tablebelow:

EXISTING SHAREHOLDERNUMBER OFSHARES TO BE

SOLD

NUMBER OFSHARES RETAINED

PERCENTAGE OFSHARES RETAINED

Mining & Civil Management Services Pty Ltd DaveEdwards

4,488,806 21,000,000 14.00%

Gemblue Nominees Pty Ltd Geo Baker 4,488,806 21,000,000 14.00%

Francis Maher and Sharon Maher as jointshareholders

6,488,806 19,000,000 12.67%

James Moore and Julia Moore as jointshareholders

6,488,806 19,000,000 12.67%

Ross Williams 2,894,776 9,000,000 6.00%

Chris Tuckwell 150,000 1,000,000 0.67%

TOTAL 25,000,000 90,000,000 60%

5.2 APPLICATIONS

Applications or Shares under the Oer must be made using the Application Form attached to this Prospectus.

Payment or the Shares must be made in ull at the issue price o $1.00 per Share. Applications or Shares must be or aminimum o 2,000 Shares and thereater in multiples o 500 Shares. Completed Application Forms and accompanyingcheques must be mailed or delivered to:

Delier Address:

Computershare Investor Services Pty LtdLevel 245 St Georges TerracePERTH WA 6000

Mailing Address:

Computershare Investors Service Pty LtdGPO Box D182Perth WA 6840

Cheques should be made payable to MACA Limited Share Oer Account and crossed Not Negotiable. CompletedApplication Forms must reach one o the above addresses by no later than the Closing Date.

MACA reserves the right to close the Oer early.

No brokerage, commission or stamp duty is payable by Applicants on Shares allotted or transerred under the Oer.

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5.3 ALLOTMENT AND TRANSFER OF SHARESSubject to ASX granting conditional approval or MACA to be admitted to the Ocial List, allotment o New Shares andtranser o Existing Shares oered by this Prospectus will take place as soon as practicable ater the Closing Date. Prior toallotment or transer, all application monies shall be held by the Company on trust. The Company, irrespective o whetherthe allotment o New Shares or transer o Existing Shares takes place, will retain any interest earned on the applicationmonies.

The Directors reserve the right to allot or transer Shares in ull or any application or to allot any lesser number or todecline any application. Where the number o Shares allotted is less than the number applied or, or where no allotment ismade, the surplus application monies will be returned by cheque to the applicant within seven 7 days o the allotmentdate.

5.4 MINIMUM AND MAXIMUM SUBSCRIPTIONThe minimum and maximum subscription to be raised pursuant to this Prospectus is $60,000,000.

I the minimum subscription has not been raised within our 4 months ater the date o this Prospectus, all applicationswill be dealt with in accordance with the Corporations Act.

5.5 ASX LISTING

MACA will apply to ASX within seven 7 days ater the date o this Prospectus or admission to the Ocial List and orOcial Quotation o the Shares oered under this Prospectus. I the Shares are not admitted to quotation within three 3months ater the date o this Prospectus, or such longer period as is permitted by the Corporations Act, none o the Sharesoered by this Prospectus will be allotted, issued or transerred unless MACA obtains a modication or waiver under the

Corporations Act. In that circumstance, all applications monies will be reunded to Applicants and otherwise will be dealtwith in accordance with the Corporations Act.

5.6 APPLICANTS OUTSIDE AUSTRALIA

This Prospectus does not, and is not intended to, constitute an oer in any place or jurisdiction, or to any person to whom,it would not be lawul to make such an oer or to issue this Prospectus. The distribution o this Prospectus in jurisdictionsoutside Australia may be restricted by law and persons who come into possession o this Prospectus should seek adviceon and observe any such restrictions. Any ailure to comply with such restrictions may constitute a violation o applicablesecurities laws. No action has been taken to register or qualiy these Shares or otherwise permit a public oering o theShares the subject o this Prospectus in any jurisdiction outside Australia.

It is the responsibility o Applicants outside Australia to obtain all necessary approvals or the allotment and issue o the

Shares pursuant to this Prospectus. The return o a completed Application Form will be taken by MACA to constitute arepresentation and warranty by the Applicant that all relevant approvals have been obtained.

5.7 CHESS

MACA will apply to participate in the Clearing House Electronic Subregister System CHESS. CHESS is operated by ASXSettlement and Transer Corporation Pty Ltd ASTC, a wholly owned subsidiary o ASX, in accordance with the ListingRules and the ASTC Settlement Rules.

Under CHESS, MACA will not issue certicates to investors. Instead, Shareholders will receive a statement o their holdingsin MACA. I an investor is broker sponsored, ASTC will send a CHESS statement.

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5.8 RISK FACTORSProspective investors in MACA should be aware that subscribing or securities the subject o this Prospectus involves anumber o risks. These risks are set out in Section 12 o this Prospectus and investors are urged to consider those riskscareully and i necessary, consult their proessional adviser beore deciding whether to invest in MACA.

The risk actors set out in Section 12, and other general risks applicable to all investments in listed securities not specicallyreerred to, may in the uture aect the value o the Shares. Accordingly, an investment in MACA should be consideredspeculative.

5.9 DIVIDEND POLICY

It is MACAs intention to declare an interim ully ranked dividend o 3 cents per Share in respect o the hal year ending 31

December 2010 and a urther nal ully ranked dividend o 3 cents per Share in respect o the ull nancial year ending 30June 2011. This equates to an annualised dividend yield o 6% based on the Oer price o $1.00. Payment o the dividendswill be contingent on MACA meeting its orecasts. The dividends will otherwise be paid in accordance with MACAsdividend policy.

Subject to the Directors views on the availability o distributable earnings, MACAs ranking credit position, operatingresults, available cash fows, retained earnings, nancial conditions, taxation position and uture capital requirements, aswell as general business and nancial conditions and any other actors the Directors may consider relevant, it is the currentintention o MACA to continue to pay dividends each year thereater.

The ability to pay a dividend will also depend on a number o other actors including the risk actors set out in section 12,some o which are beyond the Directors and Companys control.

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6.3 KEY DRIVERS OF DEMAND FOR CONTRACT MINING SERVICESThe key driver o demand or contract mining services is the overall level o mine production and new mine developmentswhich is linked to commodity demand and prices.

The demand or contract mining services is also linked to the mine operators decision to undertake the mining operationsin-house or to outsource to a contractor. The decision to outsource is infuenced by a number o actors includingoperating costs, complexity o the mining operation, commodity, lie o mine and nancial capacity o the mine owner.By utilising contractors a mine owner can gain rom the benets o economies o scale, maintain fexibility, operationalmanagement expertise, access to capital equipment and skilled labour resources.

By operating across a broad range o commodities and mining operations MACA can utilise its operational experience toprovide its clients with productivity advantages and availability o equipment and personnel.

6.4 COMPETITION IN THE CONTRACT MINING SERVICES SECTOR

The competition or mining services contracts is not only price driven but also dependent on the quality o servicesprovided, operational track record and reputation o the contractor, saety track record, capacity to provide the requiredservices as well as the ability o the mine owner to undertake the mining operations in house.

The key barriers to entry in the sector include capital required to establish an operating base underpinned primarily bylarge scale plant and equipment and an operational track record.

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7.4 STRONG GROWTH OUTLOOKThe Directors believe that MACA is well positioned in the resources sector and is well placed to continue to secure urthermining services contracts.

In FY 2011, MACA orecasts pro orma EBITDA o $53.2 million, which represents growth o 41% over FY 2010.Approximately 98% o orecast 2011 revenue is based on existing contracts. The 2011 orecast is not dependent on theraising o new unds rom the issue o New Shares. The unds raised pursuant to this Prospectus will provide additionalcapital to enable MACA to und urther contracts and build upon the current contracted work position.

Please reer to Section 9 o this Prospectus or urther details on these orecasts and the underlying assumptions.

The current total contracted work extends over period o up to six years rom January 2010 with potential or urthergrowth in contract scale and rom contract extensions.

0

50

100

150

200

250

11100908

Financial year

$millions

Uncontracted Revenue Revenue Contracted WorkIn Hand

Fgr 3. MACA R ad Ctractd Wr Had 2011 frcat

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7.5 CORPORATE HISTORY OF MACA LIMITEDMining & Civil Australia Pty Ltd was incorporated in November 2002 by ve o the Existing Shareholders who saw anopportunity to deliver competitive mining and civil services ocused on mining companies operating in Western Australia.

The other subsidiaries o MACA were subsequently incorporated as ollows:

MACA Plant Pty Ltd incorporated 2004;a

MACA Crushing Pty Ltd incorporated 2006; andb

MACA Civil Pty Ltd incorporated 2010 a 60% owned MACA entity.c

In June 2010, the Existing Shareholders incorporated MACA Limited or the purpose o centralising the control o theCompany and acilitating the listing o the Company on ASX. As part o this restructure, the Existing Shareholderstranserred their shares in the entities outlined above to MACA Limited.

7.6 MACAS OPERATING ASSETS

MACA provides services to clients across our operating divisions see Section 7.8.

MACAs operating assets comprise:

1 x 180 tonne Excavator;a

12 x 100 tonne Excavators;b

2 x 30 tonne Excavators;c

54 x 90 tonne Dumptrucks;d

10 x Dozers;e9 x Graders;

28 x Front End Loaders;g

4 x Blasthole Drills and other ancillary equipment;h

3 x integrated crushing and screening plants; andi

1 x single screening plant.j

These items o plant are unded via a combination o cash resources, operating or nance lease and predominantly hirepurchase.

The feet o equipment is relatively modern and is predominately serviced internally to strict maintenance schedules. Thisensures that MACA is well positioned to oer reliable services and maximise availability o plant and equipment. MACA

has strong relationships with key equipment providers.

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7.7 MACAS CURRENT OPERATIONSSet out below are details relating to each o MACAs current operating contracts, excluding any potential or urther growthrom contract scale and extensions.

MINING SERvICES

Client Project Contract Period

Atlas Iron Limited Pardoo 2010 2012

Regis Resources Limited Duketon 2010 2016

Western Areas NL Spotted Quoll 2009 2012

Crescent Gold Limited Laverton 2009 2011

Sinosteel Midwest Corp Ltd Koolanooka 2008 2013

Barrick Plutonic Ltda subsidiary o Barrick Gold Corporation

Plutonic 2008 2011

Crosslands Resources Ltd Jack Hills 2006 2011

Magellan Metals Pty Ltd Magellan 2004 2014

CRuSHING AND SCREENING SERvICES

Client Project

Atlas Iron Limited Pardoo 2009 2013

Sinosteel Midwest Corp Ltd Koolanooka 2008 2013

Crosslands Resources Ltd Jack Hills 2006 2011

The geographic locations o MACAs current operating contracts are shown on the map over the page.

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Fgr 6. MACA Prjct Lcat

The contracts entered into by MACA are relatively standard across the mining contracting sector and are typicallystructured as a schedule o rates. The contracts contain rise and all provisions whereby key input costs such as labour,

diesel uel and consumables are, on a rise and all mechanism, adjusted using a combination o an agreed infationaryindex and quantied rates o change in input prices. There are also termination and indemnity provisions. For urtherinormation reer to the summary o material contracts in Section 13.

Jack Hills DSOCrosslands Resources

Pardoo DSO Atlas Iron

Plutonic Barrick Gold

Spotted Quoll Western Areas

DuketonRegis Resources

MagellanMagellan Metals

Laverton Crescent Gold

Koolanooka DSOSinosteel Midwest

LEGEND

Iron Ore

Gold

Lead

Nickel

Crushing Services

Mining Services

PROjECT LOCATION

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7.8 OPERATING DIVISIONSMACA specialises in providing mining services to predominantly mid-size mining projects or open pit mining includingloading and hauling, drilling and blasting, crushing and screening and civil works.

MACAs business is comprised o our distinct but complementary operating divisions:

Contract Mining - approximately 87% o current revenues;a

Crushing and Screening - approximately 13% o current revenues;b

Civil Earthworks revenue is derived rom civil works that are part o a longer term mining contract and revenue iscaccounted or in a above; and

Material Haulage.d

Further details o each division are as ollows:

CONTRACT MINING

The Contract Mining division provides mine to mill solutions or open pit mining. It uses modern equipment and operatingtechniques customised to meet the project needs and deliver the required outcomes or a project.

Combined with MACAs industry experienced personnel, MACA can deliver contract mining solutions in the ollowingareas:

complete load and haul mining contracts;a

selective mining;b

bulk overburden removal;c

bulk earthworks; andd

dry and wet hire o plant.e

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CRuSHING AND SCREENINGMACA has a modern feet o crushing and screening equipment to deliver tailored screening and sizing solutions, allavailable in dierent combinations to meet project sizing requirements. MACAs crushing and screening equipmentincludes:

Primary Jaw Crushers;a

Secondary Cone Crushers;b

Tertiary Cone Crushers;c

Scalping Screens;d

Vibrating and Fixed Screens; ande

Single, Double and Triple Deck Screens.

This division currently provides crushing and screening solutions or three DSO iron ore operations.

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CIvIL WORkSThe Civil Works division is operated by its recently ormed 60% owned joint venture entity MACA Civil Pty Ltd. It isintended that the Civil Works division will provide proessional expertise and machinery to build inrastructure or miningand civil inrastructure projects including:

private roads;a

dams;b

rail embankments;c

airport runway construction; andd

complete mine inrastructure works.e

The joint venture is being managed by Andrew Sarich and Darren Erikssen who hold the other 40% interest in the jointventure. These two MACA Civil executives have signicant experience in the civil works sector. The joint venture wasestablished to enable MACA to oer complementary civil works to its client base and to allow the joint venture partners togrow the business through access to capital.

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MATERIAL HAuLAGEThe Material Haulage division provides haulage o raw materials or the process and earthworks elements o resourceoperations. Through this division, MACA can provide solutions in the ollowing areas:

complete haulage contracts;a

ore haulage;b

bulk earthworks; andc

loader eed contracts.d

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7.10 qUALITY ASSURANCEMACA is committed to a business management and quality management system which provides leadership anddirection towards:

realising the goals o MACA;a

satisying the clients requirements; andb

ensuring that MACA remains or becomes a contractor o choice.c

MACA is preparing itsel to obtain accreditation to AS/NZS ISO9001: Quality Management Systems.

This will assist MACA to identiy and meet both internal and external customer requirements and provide theramework or continuous improvement o the organisations business activities.

The scope o accreditation will encompass mining and civil contracting services inclusive o load and haul, drill andblast, crushing and screening, materials handling and civil inrastructure works.

MACA has not sought any exclusions to the standard or accreditation purposes.

The accreditation process will assist MACA to identiy measurable objectives key perormance indicators, targets andgoals to be used as indicators based on customer requirements. These key perormance indicators, targets and goalsare used in turn to measure the perormance o the Companys management system.

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7.11 OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENTMACA aims to provide a quality saety, health and environmental management system or the workplace to guideall employees with respect to working saely and managing the risks identied in their daily tasks in order to preventincidents.

MACA also provides an operational and administrative process to manage the prevention o any adverse environmentalimpact.

The systems used by MACA are certied to requirements under the ollowing Australian standards:

Saety - AS / NZS 4801:2001 Saety Management Systems; anda

Environment - ISO 14001:2004 - Environmental Management Systems.b

MACAs saety metrics include:

an ongoing ocus on eliminating lost time injuries and medically treated injuries;a

systems or recording and analysing incidents with a ocus on preventing any reoccurrences;b

systems to measure each site or various KPIs in both areas o saety and the environment; andc

a commitment to training at all levels to enhance the skills and competencies o our people.d

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7.12 MACAS FUTURE GROWTH STRATEGYMACA is ocused on growing its business and delivering sustainable earnings growth to its shareholders.

A undamental objective o MACAs business development strategy is to increase the number and size o projects in thepipeline to replace existing work as it is completed and also continuing to grow the work in hand position. MACA hasa strong track record o growth which is demonstrated through the historic growth o the number o projects on whichMACA has been working see gure 2 in Section 7.2 and the growth in revenue over the same period.

The Board is condent that MACAs strong market position and reputation will enable MACAs business to continue to growthrough the award o new projects. The number o new projects under consideration remains robust and MACA maintainsa watching brie over a large number o potential projects across a broad range o commodities.

In addition to growth through securing new projects, MACA aims to generate urther growth by:

maintaining and developing current relationships with the existing client base;a

expanding the civil inrastructure services oering to our mining clientele and target civil based inrastructurebprojects;

expanding operations into other geographic locations within Australia; andc

increasing prequalication status on mining and civil and road inrastructure related works.d

The Board is o the view that these objectives are supported by MACAs competitive strengths which include:

demonstrated capacity to deliver projects within time and budget;a

early involvement in targeted projects;bstrong reputation in the core delivery area we do what we say we will do;c

highly qualied and experienced personnel;d

an extensive, well managed and modern feet o equipment delivering a high level o plant availability; ande

an ability to develop strong working relationships with our clients as evidenced by repeat business.

Following the completion o the Oer, the Board believes that MACA will have sucient nancial capacity to enable it topursue urther contracts over and above the current work in hand position which will assist in driving the uture growth othe Company.

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GEOFF BAkER

OPERATIONS DIRECTOR (ExECuTIvE)

Geo is a ounding shareholder and chaired the board o Mining & Civil Australiasince 2003. His involvement includes setting up and maintaining strategic planningand business management systems. As Operations Director he is responsibleor the management o MACAs operations or mining, crushing and drill & blast,maintenance, administration, saety, quality & environment and capital expenditure.

Geos career in the mining industry has spanned over 35 years with both majorand contract mining companies that include Bell Brothers and BGC Contracting. Hisprimary ocus during this time was on plant maintenance, crushing operations, roadtransport and asset management.

JOSEPH (JOE) SWEET

NON ExECuTIvE DIRECTOR

Joe graduated rom the University o Western Australia with a Bachelor oEngineering and has over 40 years experience within the construction engineering

industry.

During his career, Joe has worked within a broad range o areas across the industry,including contract mining, heavy civil construction, contract crushing, acility androad maintenance and transport.

Joes experience includes 11 years with the BGC Group where he held the roleso managing director o BGC Australia Pty Ltd and BGC Contracting Pty Ltd. Joe iscurrently a director o Kimberley Quarry Pty Ltd.

JON CARCICH

COMPANy SECRETARyJon graduated rom Curtin University o Technology with a Bachelor o Commerce,majoring in Accounting and is an Associate member o the Institute o CharteredAccountants o Australia. Jon is currently a Director o Chartered Accounting rmBentleys WA Pty Ltd and has over 15 years experience in the areas o nancial andexecutive management, accounting, business and taxation advisory services.

Jon has been involved in various corporate roles within the resource industry orseveral years and has vast experience in SME business advisory which includes therole o CFO or various large private enterprises. Jon also acts in the role o companydirector and company secretary or a number o private companies.

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8.2 SENIOR MANAGEMENT

CHRis TuCkWeLL Managing Director

GeoFF BAkeR Operations Director

Ross WiLLiAMs Finance Director

DAviD eDWARDs Business Development Manager

MiTCHeLL WALLACe Plant Manager

JAson JuRG Mining Manager

PHiL BAkeR Crushing Manager

AnDReW sARiCH General Manager MACA Civil Pty Ltd

DAvID EDWARDS

BuSINESS DEvELOPMENT MANAGER

With a strong background in the civil and mining and materials handling industries, Dave was Mining & Civil Australiasinaugural managing director and was instrumental in the ormation o the company, ostering client relationships andsecuring early contract works. Dave is currently responsible or business development, estimation o required services andnal negotiation to the award o projects.

Daves prior work history includes long tenures with major mining and civil contractors since 1978 where he held generalmanagerial positions. The organisations managed had turnovers up to $100 million and were responsible or deliveringcontract mining, major road and civil works quarry development, crushing and screening, concrete supply and subdivisiondevelopment.

MITCH WALLACE

PLANT MANAGER

Mitch joined MACA in 2005 to manage MACAs planning, scheduling and preventative maintenance unctions and provideleadership to the maintenance teams.

Mitch is involved in implementing ongoing improvements to enhance proven maintenance management processes thatlead to greater reliability throughout the lie o each plant asset.

Mitch brings experience rom working with both contractors and equipment suppliers in Australia and overseas.

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9.2 SUMMARY HISTORICAL AND FORECAST INCOME STATEMENTSThe ollowing table provides a summary o the historical consolidated pro orma income statements o MACA or thenancial years ended 30 June 2009 and 2010 and the orecast income statement or the 2011 nancial year. The incomestatements should be read in conjunction with all other inormation contained in this Prospectus.

FY 2009

PRO FORMAACTUAL

FY 2010

PRO FORMAACTUAL

FY 2011

PRO FORMAFORECAST

FY 2011

STATUTORYFORECAST

Total Revenue $82,786,923 $155,319,969 $242,028,000 $242,028,000

Operating expenses $59,401,628 $117,470,738 $188,830,000 $189,777,000

EBITDA $23,385,295 $37,849,231 $53,198,000 $52,251,000

Depreciation $6,139,351 $13,373,555 $18,910,000 $18,910,000

EBIT $17,245,944 $24,475,676 $34,288,000 $33,341,000

Interest incomeexpense

$947,445 $1,719,377 $1,296,000 $1,296,000

NPBT $16,298,499 $22,756,299 $32,992,000 $32,045,000

Tax $4,761,703 $6,321,698 $9,898,000 $9,898,000

NPAT $11,536,796 $16,434,601 $23,094,000 $22,147,000

Revenue growth 88% 56% 56%

EBITDA growth 62% 41% 38%

EBIT growth 42% 40% 36%

EBITDA margin 28% 24% 22% 22%

EBIT margin 21% 16% 14% 14%

Earnings per share $0.154 $0.148

Dividend per share $0.06 $0.06

The pro orma historical income statements have been derived rom the audited nancial statements or FY2009 and1.FY2010.

The orecast income statement or FY2011 has been derived rom the Directors orecast income statement and is2.rounded to the nearest thousand. The pro orma orecast income statement includes an adjustment o $946,769relating to the share based payment expense arising rom the issue o 1,150,000 shares to the Managing Director, Mr.Christopher Tuckwell.

The orecast dividend or the nancial year ending 2011 is six cents per Share, ully ranked, on the expectation that3.the Directors orecasts are achieved. It is the current intention o the Directors to declare an interim dividend o three

cents per Share ollowing the release o the 2011 hal year results to be paid in March 2011 and declare a nal dividendo three cents per Share ollowing the release o the 2011 ull year results to be paid in September 2011.

The total number o Shares on issue ollowing the Oer will be the sum o the total o New Shares issued under the4.Oer, the number o Shares sold under the Oer by the Existing Shareholders and the number o Shares retainedby the Existing Shareholders but excludes proposed options to be issued and any uture shares that may be issuedollowing the exercise o any options.

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9.3 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL INFORMATION

REvENuE SuMMARy

The revenue increased by 88% in the 2010 nancial year due to the commencement o ve new contracts andrecommencement o operations or Magellan Metals Pty Ltd and Sinosteel Midwest Corporation Limited. MACA currentlyprovides mining services on eight projects and also undertakes the crushing and screening services on three o these,being the DSO Iron Ore projects.

EBITDA SuMMARy

The EBITDA increased by 62% in the 2010 nancial year due to the increased revenue described above and the resultantincrease in utilisation o plant and equipment.

LIquIDITy AND CAPITAL RESOuRCES

MACAs principal sources o unds to date have been cash fows rom operations, borrowings in the orm o hire purchaseacilities and retained prots. As at 30 June 2010, MACA had cash on hand o $6.01 million and total borrowings o $38.4million. Total equity was $35.7 million. Working capital comprises o cash on hand, trade receivables, investments andaccounts payable. MACAs working capital levels are appropriate or contracts currently being undertaken and the orecastresults. Existing plant and equipment is also adequate to eectively execute contracts rom which revenue is being derivedduring the orecast period.

The principal sources o unds over the period covered by the Directors orecasts will be cash fow rom operations, undsrom the issue o new Shares and any new hire purchase nancing acilities entered into to acquire new equipment.Following completion o the Oer, MACA will have sucient working capital and capital resources to pursue urthercontracts not contained within the orecasts.

9.4 SENSITIVITIES

The orecast Financial Inormation is based on certain economic and business assumptions about uture events. Asummary o the key best estimate assumptions underlying the orecast is set out in Section 9.6. The orecast nancialinormation is sensitive to a number o key assumptions. A summary o the likely impact o movements in certain keyassumptions on the pro orma orecast net prot ater tax is presented in the table below. However, the changes in the keyassumptions set out below are not intended to be indicative o the complete range o variations that may occur and arenot intended as any indication o potential changes considered likely by the Directors.

SENSITIVITY NPAT IMPACT $M NPAT IMPACT %

Revenue +/- 5% +/- $2.16 +/- 9.4%

Overheads +/- 10% +/- $0.55 +/- 2.4%

Labour +/- 5% +/- $2.12 +/- 9.2%

Care should be taken in interpreting these sensitivities. The estimated impact o changes in each o the variables has beencalculated in isolation rom changes in other variables over the ull-year. It is possible that more than one variable maymove at any one point in time, giving rise to cumulative eects, which are not refected in the above analysis. In practice,changes in variables may oset each other or may be additive, and it is likely that MACAs management would, to theextent possible, respond to any adverse change in one variable by taking action to minimise the net eect on the earningso MACA.

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9.5 KEY SPECIFIC ASSUMPTIONS IN RELATION TO THE FORECAST FINANCIALINFORMATION

The Directors Forecasts have been prepared by the Directors with due care and attention, on the basis o the Directorsgeneral and specic best estimate assumptions included below. The Directors consider these best estimate assumptions tobe reasonable. The Directors orecasts and assumptions should be read in conjunction with all the inormation containedin this Prospectus.

The inormation regarding Directors assumptions are provided or the purpose o assisting potential investors in assessingthe reasonableness and likelihood o the Directors Forecasts being achieved, and is not intended to be a representationthat those events that have been assumed will occur. Potential investors should be aware o the risks o placing unduereliance on the inormation in this section.

The Directors best estimate assumptions are subject to general economic conditions, business and competitiveuncertainties and contingencies, many o which are beyond the control o MACA and the Directors and thereore are notcertain. The industry in which MACA operates is subject to many external infuences which can materially impact MACAsnancial perormance. The Directors orecasts should not be regarded as a representation or warranty that the Companywill achieve or is likely to achieve any particular result. Investors should note that past results do not guarantee utureperormance.

The key specic assumptions adopted in preparing the Forecast Financial Inormation are summarised below. Growth isexpressed in percentage terms and represents growth over the 2010 nancial year.

The Forecast Financial Inormation has been derived rom a ormal budget setting process and incorporates and assesses the business and expected perormance o the existing contracts in terms o growth, margins and protability.The budget setting process considers the historical perormance o the businesses, adjusted or orecast levels o

activity and perormance.

The revenue is orecast to increase by 56% based on the existing, contracted order book or 2011. 98% o the revenue orecast o $242 million is based on existing contracts. The majority o revenue is earned on a per tonne or BCMbasis generated rom load and haul activities and crushing and screening activities based on client prepared miningschedules. The balance o orecast revenue representing 2% o the total revenue orecast is expected to be derivedrom the recently established MACA Civil joint venture. The Directors are condent that, based on the track record othe MACA Civil executives, the known level o opportunities or new civil works and the opportunity to oer civil worksservices to existing clients, the orecast revenue o $5.4 million or MACA Civil is achievable. The orecast revenue is notdependent on the unds being raised rom the issue o New Shares.

No capacity o resource constraints during the orecast period, including and not limited to direct labour, labour disruptions, equipment consumables and uel. MACA has rise and all provisions in all o its contracts. These provisions

cover certain cost inputs and are linked to cost benchmarks agreed with the client.

98% o orecast revenue is based on existing contracts and MACA is currently working on these contracts. The orecast costs and hence the orecast margin on each contract is based on the actual results achieved historically on each one othese contracts.

The pro orma net prot ater tax is orecast to increase by 41% due to the increase in orecast revenue and anticipating the maintenance o the historical margins being achieved on each contract.

The orecast statutory net prot ater tax or the 2011 nancial year is $22,147,000. The orecast statutory net prot ater tax includes an expense o $946,769 related to the share based payment expense arising rom the issue o 1,150,000Shares to the Managing Director, Mr Christopher Tuckwell. The Directors consider that the issue o Shares to Mr.Tuckwell is a one o, non recurring expense and have provided a pro orma orecast net prot ater tax o $23,094,000

rounded to the near thousand refecting the adjustment o this share issue expense.

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10 INVESTIGATING ACCOUNTANTS REVIEW ONFORECAST FINANCIAL INFORMATION

The Directors

MACA Limited

96 Ewing StreetWelshpool WA 6106

22 September 2010

Dear Sirs

INvESTIGATING ACCOuNTANTS REvIEW ON FORECAST FINANCIAL INFORMATION

INTRODUCTION

We have prepared this Investigating Accountants Report the Report on the orecast nancial inormation o the MACA

Limited group o companies the Company and controlled entities the Group or orecast nancial inormation orthe nancial year ending 30 June 2011, or inclusion in a Prospectus dated on or about 1 October 2010 the Prospectusrelating to the issue o 35 million new ordinary Shares in the Company and the sale o 25 million Shares by the VendorShareholders. Where applicable, this Report is prepared in accordance with Australian Auditing and Assurance StandardASRE 2405 Review o Historical Financial Inormation Other than a Financial Report and RG 170 Prospective nancialinormation.

Expressions dened in the Prospectus have the same meaning in this Report.

The nature o this Report is such that it can be given only by an entity which holds a specic licence. BDO Consultants WAPty Ltd holds the appropriate Australian Financial Services Licence under the Corporations Act 2001.

BACKGROUNDFor background inormation relating to the Company we reer you to Section 7 o the Prospectus.

SCOPE

You have requested BDO Corporate Finance WA Pty Ltd to prepare a report covering orecasts or the Company or theyear ending 30 June 2011.

REVIEW OF FORECAST FINANCIAL INFORMATION

The Directors Forecasts have been prepared by the Directors using a set o assumptions which include best-estimateassumptions relating to uture events and management actions that the Directors expect to occur. The Directors best-

estimate assumptions are set out in Section 9 o the Prospectus.reerred to collectively as the Forecasts

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SCOPEYou have requested BDO to prepare an Investigating Accountants Report covering the ollowing nancial inormation:

the historical income statement or the year ended 30 June 2009 and the historical and proorma income statement or the year ended 30 June 2010;

the historical balance sheet as at 30 June 2009 and the historical and proorma balance sheets as at 30 June 2010 refecting the actual position as at that date, major transactions between that date and the date o our report andthe proposed capital raising under the Prospectus;

the historical statement o cash fows or the years ended 30 June 2009 and 30 June 2010; and

the accounting policies applied by MACA in preparing its nancial statements.

The historical nancial inormation set out in the appendices to this Report has been extracted rom the nancialstatements o the Company or the years ended 30 June 2009 and 30 June 2010.

The Directors are responsible or the preparation o the historical nancial inormation including determination o theadjustments.

We have conducted our review o the historical nancial inormation in accordance with the Australian Auditing andAssurance Standard ASRE 2405 Review o Historical Financial Inormation Other than a Financial Report. We madesuch inquiries and perormed such procedures as we, in our proessional judgment, considered reasonable in thecircumstances including:

a review o work papers, accounting records and other documents pertaining to balances in existence at 30 June 2009 and 30 June 2010;

a review o the assumptions used to compile the pro-orma Balance Sheet;

a review o the adjustments made to the pro-orma historical nancial inormation;

a comparison o consistency in application o the recognition and measurement principles in Accounting Standards and other mandatory proessional reporting requirements in Australia, and the accounting policies adopted by theCompany disclosed in the appendices to this Report; and

enquiry o Directors and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level o assuranceprovided is less than given in an audit. We have not perormed an audit and, accordingly, we do not express an auditopinion.

Our review was limited primarily to an examination o the historical nancial inormation, the pro-orma nancialinormation, analytical review procedures and discussions with both management and directors. A review o thisnature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on thehistorical inormation or pro-orma nancial inormation included in this Report or elsewhere in the Prospectus.

In relation to the inormation presented in this Report:-

support by another person, corporation or an unrelated entity has not been assumed;

the amounts shown in respect o assets do not purport to be the amounts that would have been realised i the assets were sold at the date o this Report; and

the going concern basis o accounting has been adopted.

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DISCLOSURESBDO Corporate Finance WA Pty Ltd is the corporate advisory arm o BDO in Perth.

Neither BDO Corporate Finance WA Pty Ltd nor BDO, nor any director or executive or employee thereo, has any nancialinterest in the outcome o the proposed transaction except or the normal proessional ee due or the preparation o thisReport.

Consent to the inclusion o the Investigating Accountants Report in the Prospectus in the orm and context in which itappears, has been given. At the date o this Report, this consent has not been withdrawn.

Yours sincerely

BDO Corporate Finance WA Pty Ltd

Sheri Andrawes

Director

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ntA at A at sbt Pr-frma Pr-frma

30 -J-09 30-J-10 et Adjtmt Aftr i

$ $ $ $ $

NET ASSETS 24,144,384 35,671,367 6,168,200 32,950,000 62,453,167

EquITy

Share capital 4 338 338 - 32,950,000 32,950,338

Asset revaluation reserve 280,071 306,109 - - 306,109

Share based paymentsreserve

5 - - - 946,769 946,769

Retained prots 6 23,863,975 35,364,920 6,168,200 946,769 28,249,951

TOTAL EquITy 24,144,384 35,671,367 6,168,200 32,950,000 62,453,167

The pro-orma Balance Sheet ater Issue is as per the Balance Sheet beore Issue adjusted or the eect o subsequentevents and the transactions relating to the issue o shares pursuant to this Prospectus. The Balance Sheet is to be read inconjunction with the notes to and orming part o the historical nancial inormation set out in Appendix 4.

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MACA LIMITEDNOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

NOTE 1. SuMMARy OF SIGNIFICANT ACCOuNTING POLICIES

The signicant accounting policies adopted in the preparation o the historical nancial inormation included in this Reporthave been set out below.

BAsis oF PRePARATion oF HisToRiCAL FinAnCiAL inFoRMATiona

The historical nancial inormation has been prepared in accordance with the recognition and measurement, but not allthe disclosure requirements o the Australian equivalents to International Financial Reporting Standards AIFRS, otherauthoritative pronouncements o the Australian Accounting Standards Board, Australian Accounting Interpretations andthe Corporations Act 2001.

Compliance with AIFRS ensures that the nancial report, comprising the nancial statements and notes thereto, complieswith International Financial Reporting Standards.

PRinCiPLes oF ConsoLiDATionb

A controlled entity is any entity controlled by MACA Limited. Control exists where MACA Limited has the capacity todominate the decision making in relation to the nancial and operating policies o another entity so that the other entityoperates with MACA Limited to achieve the objectives o MACA Limited.

The MACA consolidated group comprises o:

MACA Limited the parent entity;

Mining and Civil Australia Pty Ltd a 100% ully owned subsidiary o MACA Limited;

MACA Plant Pty Ltd a 100% ully owned subsidiary o MACA Limited; and

MACA Crushing Pty Ltd a 100% ully owned subsidiary o MACA Limited.

As at reporting date, the assets and liabilities o all controlled entities have been incorporated into the consolidatednancial statements as well as their results or the year then ended. Where controlled entities have entered let the Groupduring the year, their operating results have been included excluded rom the date control was obtained ceased.

All inter-company balances and transactions between entities in the Group, including any unrealised prots or losses,have been eliminated on consolidation. Accounting policies o subsidiaries have been changed where necessary to ensureconsistencies with those policies applied by the parent entity.

Business CoMBinATions

A business combination is accounted or by applying the acquisition method, unless it is a combination involving entitiesor businesses under common control. The acquisition method requires that or each business combination one o thecombining entities must be identied as the acquirer ie parent entity. The business combination will be accounted oras at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date,the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the air value o theidentiable assets acquired and liabilities assumed. In addition, contingent liabilities o the acquiree will be recognisedwhere a present obligation has been incurred and its air value can be reliably measured.

The acquisition may result in the recognition o goodwill or a gain rom a bargain purchase. The method adopted or themeasurement o goodwill will impact on the measurement o any non-controlling interest to be recognised in the acquireewhere less than 100% ownership interest is held in the acquiree.

The acquisition date air value o the consideration transerred or a business combination plus the acquisition date airvalue o any previously held equity interest shall orm the cost o the investment in the separate nancial statements.Consideration may comprise the sum o the assets transerred by the acquirer, liabilities incurred by the acquirer to theormer owners o the acquiree and the equity interests issued by the acquirer.

APPENDIX 4

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Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received romassociates and joint venture entities are accounted or in accordance with the equity method o accounting.

Revenue rom the rendering o a service is recognised upon the delivery o the service to the customers.

All revenue is stated net o the amount o goods and services tax GST.

BoRRoWinG CosTs

Borrowing costs directly attributable to the acquisition, construction or production o assets that necessarily take asubstantial period o time to prepare or their intended use or sale, are added to the cost o those assets, until such time asthe assets are substantially ready or their intended use o sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

GooDs AnD seRviCes TAx (GsT)l

Revenues, expenses and assets are recognised net o the amount o GST, except where the amount o GST incurred isnot recoverable rom the Australian Taxation Oce. In these circumstances, the GST is recognised as part o the cost oacquisition o the asset or as part o an item o the expense. Receivables and payables in the balance sheet are showninclusive o GST.

Cash fows are presented in the cash fow statement on a gross basis, except or the GST component o investing andnancing activities, which are disclosed as operating cash fows.

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NOTE 2. CASH AND CASH EquIvALENTS

A at

30 J 2010

$

Pr-frma

Aftr i

$

Cash at ban 6,010,111 33,274,111

Adjustments arising in the preparation o the pro-orma cash balance aresummarised as ollows:

Reviewed balance at 30 June 20106,010,111

Proceeds rom shares issued under this Prospectus 35,000,000

Share issue costs 2,050,000

Subsequent events

Dividend payment 6,500,000

Proceeds rom the sale o a 20% interest in 96 Ewing Street 814,000

Proorma Balance 33,274,111

NOTE 3. PROPERTy, PLANT & EquIPMENT

As at 30 June 2010 58,709,155 58,369,155

Adjustments arising in the preparation o the pro-orma property, plant andequipment balance are summarised as ollows:

Reviewed balance at 30 June 2010 58,709,155

Subsequent events: Disposal o a 20% interest in Ewing Street premises 340,000

Pro orma balance 58,369,155

NOTE 4. CONTRIBuTED EquITy

nmbr f

shar$

As at 30 June 2010 338 338

35 million new shares at $1.00 each issued pursuant to the Prospectus 35,000,000 35,000,000

Share split 114,999,662 -

Share issue expenses - 2,050,000

Pro orma balance 150,000,000 32,950,338

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NOTE 5. SHARE BASED PAyMENTS RESERvE

A at

30 J 2010

$

Pr-frma

Aftr i

$

As at 30 June 2010 - 946,769

Share based payments expense o $946,769 relating to ordinary share capitalissued to Chris Tuckwell

-946,769

Pro orma balance 946,769

NOTE 6. RETAINED PROFITS

Retained Prots 35,364,920 28,249,951

Adjustments arising in the preparation o the pro-orma retained prots balanceis summarised as ollows:

Reviewed balance at 30 June 2010 35,364,920

Subsequent events

Dividend payment6,500,000

Prot ater tax eect on sale o 20% interest in 96 Ewing Street 331,800

Share based payments expense Note 5 946,769

Pro orma balance 28,249,951

NOTE 7: RELATED PARTy DISCLOSuRES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 8: COMMITMENTS AND CONTINGENCIES

At the date o the report no material commitments or contingent liabilities exist that we are aware o, other than thosedisclosed in the Prospectus.

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CONTRACTuAL ARRANGEMENTSAs at the date o this Prospectus, MACA is party to ten 10 material contracts or the provision o mining services to partieswithin the resource and mining industry in Australia.

These contracts contain provisions providing or early termination o the contracts upon giving varying notice periods andpaying varying termination amounts. The early termination o any o these contracts, or any reason, may mean that MACAwill not realise the ull value o the contract, which is likely to adversely aect the growth prospects, operating results andnancial perormance o MACA.

CONTRACTuAL DISPuTES AND LITIGATION

Neither MACA nor any o its subsidiaries is currently involved in any material contractual disputes or litigation matters withtheir customers or other third parties. However, there is a risk that MACA or its subsidiaries may in the uture have disputes

with its customers or other third parties including payment disputes and that this may have an adverse impact on MACAsgrowth prospects, operating results and nancial perormance.

DISRuPTION OF BuSINESS OPERATIONS

MACA and its customers are exposed to a range o operational risks relating to both current and uture operations. Suchoperational risks include equipment ailure, accidents, inormation system ailure, external services ailure, industrial actionor disputes, and natural disasters. While MACA endeavours to take appropriate action to mitigate these operational risksand, where considered practicable, insure against them, MACA cannot control the risks its clients are exposed to, nor can itcompletely remove all possible risks relating to its own business. A disruption in the operations o MACA or its customersmay have an adverse impact on the growth prospects, operating results and nancial perormance o MACA.

CONCENTRATION OF SHAREHOLDING

Following the completion o the Oer, the Existing Shareholders will together hold an interest in approximately 60% oMACA. These Shares will be subject to a voluntary 12 month escrow period rom the date the Company lists on ASX. Anyuture sale o Shares by any o the Existing Shareholders may have a negative impact on the Share price o MACA as tradedon ASX.

LABOuR SHORTAGES

The provision o mining services is dependent on the availability and cost o skilled labour. The current strength o theresource and mining industry has led to shortages in the availability o a skilled labour pool. In addition, the labourshortage has created cost increases or the supply o labour and management services. A continued shortage o labourmay adversely aect MACAs ability to continue with or expand its operations and may limit earnings and protability.Historically, MACA has had a strong track record o being able to attract adequate numbers o suitably qualied personnel,

thereby largely avoiding previous periods o labour shortages.

CLIMATIC

Severe and prolonged weather events could adversely aect MACAs operations and its nancial perormance.

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12.3 GENERAL RISKSIn addition to the specic risks noted above, the ollowing general risks apply to an investment in MACA:

LEGISLATIvE CHANGES

With the recent ederal election, there is a risk that the elected government will introduce new policies and legislation thatrelate to the mining industry such as a resource tax. It is possible that any such policies or legislation will have a negativeimpact on the mining industry generally and this could, in turn, have an adverse eect on the Companys operations andresults.

ADDITION

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