cape range prospectus

2011Prospectus

Cape Range LTDABN 43 009 289 481

For an offer of 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000 with a

minimum subscription of 20,000,000 Shares to raise $4,000,000.

Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 per Share to raise up to a

further $1,000,000 may be accepted.

This is a recompliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities.

MDS Financial Services Pty Ltd has been appointed by the Company as lead manager and sponsoring broker to the Offer. Please refer to Section 11.8 for further details.

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 Shares the subject of this Prospectus

should be considered speculative.

This Prospectus is dated 1 July 2011 and was lodged

with ASIC on that date. 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 5.00pm WST

on that date which is 13 months after the date this

Prospectus was lodged with ASIC (Expiry Date). No

shares may be issued on the basis of this Prospectus

after the Expiry Date.

Application for Official Quotation by the ASX of the Shares

offered pursuant to this Prospectus will be made within 7

days after the date of this Prospectus.

The distribution of this Prospectus in jurisdictions

outside Australia and New Zealand 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 securities laws. Applicants who are resident

in countries other than Australia or New Zealand 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.

It is important that investors read this Prospectus in its

entirety and seek professional advice where necessary.

The Shares that are the subject of this Prospectus should

be considered speculative.

A copy of this Prospectus can be downloaded from the

website of the Company at www.caperange.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 or New Zealand.

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.

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 on +61 8 9479 6044.

IMPORTANT NOTICE

Cape Range 2011 3

Cape Range LTD

4 Cape Range 2011

Cape Range LTD

This information is a selective overview only. Investors should read the Prospectus in full, including the experts’ reports in Sections 7, 8 and 9 before deciding whether to invest in Shares.

• TheCompanyhasenteredintoaconditionalShareSale Agreement to acquire all of the issued share capital of Camarines Mining Pty Ltd (CMPL) which has rights to the Camarines Norte Gold Project located in in the Camarines Norte province of the Philippines.

• The Company intends to use part of the funds

raised from the Offer to meet the consideration payment required for settlement of the acquisition of CMPL. Refer to details of the Share Sale Agreement in Section 11.1.

• AtageneralmeetingofShareholdersheldon28June 2011, the Company obtained approval to change the nature and scale of the Company’s activities to a mining and exploration company as a result of the acquisition of 100% of the issued share capital of CMPL.

• The Camarines Norte Gold Project consists ofa number of gold prospects, totalling in area 2,227ha within the renowned Paracale Goldfield area. During 1938 to 1941, the Paracale Goldfield area produced 1,890,000 tonnes of ore at an average grade of 12 g/t gold (approximately 740,000 ounces).

• Within the project area there has been recorded

historical gold production from the Paracale

Nacionale and the Tumbaga mines.

• TheParacaleNacionaleproduced21,998tonnes,

at an average grade of 11.2 g/t gold (approximately

8,000 ounces), during 1938 to 1940. The Tumbaga

mine produced 13,655 tonnes at 11.89g/t gold

(approximately 5,222 ounces) in 1938. Neither

of these mines have been operational since the

Second World War.

• AsatthedateofthisProspectus,thegoldpriceis

currently at close to record highs. As at 29 June

2011, gold was trading at US$1,504 per ounce.

• The Company has entered into Memoranda of

Understanding in relation to the possible acquisition

of two exploration projects in Zimbabwe, which are

currently subject to due diligence.

• The Company has entered into a mandate with

MDS Financial Services Pty Ltd pursuant to which

MDS Financial Services Pty Ltd will act as corporate

advisor, lead manager and sponsoring broker to

the Offer. Refer to Section 11.8 for further details

of the mandate.

• The Company has an experienced Board and

management team with experience in exploration

and mining projects both in Australia and overseas.

Investment Highlights

Cape Range 2011 5

Cape Range LTD

Subscribing for Shares that are the subject of this Prospectus involves a number of risks. Before decidingwhether to invest in the Company, any intending investor

is urged to consider the risk factors set out in Section 10 of this Prospectus, which include but are not limited to the risks summarised below:

Investment Risks

Risk aRea Risks FURTHeR DeTaiLs

OpeRaTing in pHiLippines anD Zimbabwe

The Company’s projects are located in the Philippines and Zimbabwe and the Company will be subject to the risks associated with operating in those countries. Such risks can include economic, social or political instability or change, or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties .

Changes to the Philippines and Zimbabwean mining or investment policies and legislation, taxation legislation, regulations or policy, or a shift in political attitude may adversely affect the Company’s operations and ability to operate profitability.

10.110.210.3 10.16

10.5

10.6

expLORaTiOn Risks

Exploration is inherently associated with risk. Notwithstanding the experience, knowledge and careful evaluation a company brings to an exploration project there is no assurance that recoverable mineral resources will be identified.

expLORaTiOn anD OpeRaTing cOsTs

The proposed exploration expenditure of the Company is based on certain assumptions with respect to the method and timing of explorationandfeasibilitywork.Bytheirnature, theseestimatesandassumptions 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.

6 Cape Range 2011

Cape Range LTD

Risk aRea RisksFURTHeR DeTaiLs

cOnTRacTUaL Risk

The Company and CMPL has entered into a number of agreements, as detailed in this Prospectus. The ability of the Company to achieve its objectives will depend on the performance by the counterparties to these agreements of their obligations. If any counterparty defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly. Furthermore, certain contracts to which either the Company or CMPL is a party are with parties resident outside Australia and/or are governed by laws of jurisdictions outside Australia. There is a risk that the Company or CMPL may not be able to seek legal redress as would normally be expected under Australian law; and generally there can be no guarantee that a legal remedy will ultimately be granted on the appropriate terms.

10.8

10.9,10.10,10.17

cOmmODiTy pRice vOLaTiLiTy anD excHange RaTe Risk

If the Company or CMPL 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. Furthermore, international prices of various commodities (including gold) are denominated in United States dollars, whereas the expenditure of the Company is 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.

Investment Risks

10.7 TiTLe Risk

The claims in which the Company will, or may, in the future, acquire a direct or indirect interest, are subject to the applicable local laws and regulations of the Philippines and Zimbabwe. There is a risk that in the future the Company or CMPL may not be able to comply with claim conditions and retain its full tenure.

Cape Range 2011 7

Cape Range LTD

Investment Risks

Investors should be aware that an investment in the

Company involves risks that may be higher than risks

associated with an investment in some other companies.

Careful consideration should be given to all matters

raised in this Prospectus and the relative risk factors prior

to applying for Shares offered for subscription under this

Prospectus. Some of these risks can be mitigated by the

use of appropriate safeguards and actions, but some are

outside the Company’s control and cannot be mitigated.

Before deciding whether to apply for Shares, investors

should consider the risk factors described above, and

outlined in more detail in Section 10, together with the

information contained elsewhere in this Prospectus.

Risk aRea RisksFURTHeR DeTaiLs

10.21

aDDiTiOnaL ReqUiRemenTs FOR capiTaL

The Company’s continued operations are dependent on its ability to obtain debt and equity funding or generating sufficient cash flows from future activities.

section 1. cORpORaTe DiRecTORy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

section 2. cHaiRman’s LeTTeR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

section 3. invesTmenT OveRview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

section 4. DeTaiLs OF THe OFFeR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

section 5. cOmpany anD pROJecT OveRview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

section 6. DiRecTORs anD cORpORaTe gOveRnance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

section 7. inDepenDenT geOLOgisT’s RepORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

section 8. inDepenDenT accOUnTanT’s RepORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

section 9. sOLiciTOR’s RepORT On cLaims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

section 10. Risk FacTORs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

section 11. maTeRiaL cOnTRacTs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

section 12. incORpORaTiOn OF DOcUmenTs by ReFeRence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

section 13. aDDiTiOnaL inFORmaTiOn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

section 14. DiRecTORs’ aUTHORisaTiOn. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

section 15. gLOssaRy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

Contents

8 Cape Range 2011

Cape Range LTD

Corporate DirectoryDiRecTORsWayne Johnson - Non-Executive ChairmanJoe Cornelius- Managing DirectorWayne Waterworth - Non Executive Director

cOmpany secReTaRyMichael Higginson

pRincipaL OFFiceUnit 5, 324 Great Eastern Highway

ASCOT Western Australia 6104

Telephone: (08) 9479 6044

Facsimile: (08) 9479 4044

inDepenDenT geOLOgisTBMGSPerthPtyLtd

Unit 9, 123A Colin Street

WEST PERTH Western Australia 6005

cORpORaTe aDvisOR, LeaD manageR anD spOnsORing bROkeR *MDS Financial Services Pty LtdLevel 37, Rialto Tower525 Collins Street

MELBOURNEVictoria3000

aUDiTORs*Hall ChadwickLevel 29, St Martins Tower31 Market StreetSYDNEY New South Wales 2000

sHaRe RegisTRy*Advanced Share Registry Services Ltd

150 Stirling Highway

NEDLANDS Western Australia 6009

Telephone: (08) 9389 8033

Facsimile: (08) 9389 7871

aUsTRaLian sOLiciTORs TO THe cOmpanyBennett+CoLevel10,BGCCentre28 The EsplanadePERTH Western Australia 6000

pHiLLipine sOLiciTORs TO THe cOmpany – sOLiciTORs RepORT On cLaimsRestituto M Mendoza Attorney at Law, Notary Public16G Tower 1Olympic Heights CondominiumOrchard Road, Eastwood CityLibis, Quezon City 1110Philippines

inDepenDenT accOUnTanTsPro Count Pty Ltd37 Colin StreetWEST PERTH Western Australia 6005

asx cODes CAG CAGO

*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

1

SECTION 1

Cape Range 2011 9

Cape Range LTD

Dear Investors

On behalf of both the Directors and management of Cape Range Limited, I am delighted to invite you to subscribe to shares in the Company, or to increase your existing shareholding.

Through this Prospectus, the Company is offering for subscription 25,000,000 Shares at an issue price of $0.20 each to raise $5,000,000 (plus oversubscriptions of up to a further $1,000,000). Among other things, the issue of this Prospectus is to assist the Company in meeting the requirements of the ASX and satisfying Chapters 1 and 2 of the ASX Listing Rules.

While the Company has historically focused on investments in information technology and telecommunications, the Company has entered into a Share Sale Agreement to acquire 100% of the issued share capital of CMPL, a gold explorer in the Philippines.

CMPL has rights to the Camarines Norte Gold Project located in the Camarines Norte province of the Philippines.The proposed acquisition of CMPL represents an exciting opportunity and a significant change of direction for the Company. It is your Board’s view that this acquisitionwill give Shareholders the opportunity to participate in a potentially significant gold exploration opportunity. At a general meeting of Shareholders held on 28 June 2011, the Company obtained approval to change the nature and scale of the Company’s activities as a result of the acquisition of CMPL.

The funds raised from the Offer will be used to satisfy the requirements to acquire CMPL and assist in the development of CMPL’s gold assets.

The Company will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules to be reinstated to the Official List of the ASX. As above, the purpose of this Prospectus is to assist with the re-compliance process.Onbehalfof theBoardoftheCompany, Iwelcomeyourconsideration to be a part of this opportunity in an exciting new direction for the Company.

Yours sincerely

Wayne Johnson Chairman

2 Chairman's Letter

SECTION 2

10 Cape Range 2011

Cape Range LTD

3.3 Objectives

IntroductionThe Company entered into the Share Sale Agreement

pursuant to which it has the opportunity to acquire

100% of CMPL. A summary of the material terms and

conditions of the Share Sale Agreement is set out in

Section 11.1 of this Prospectus.

The Directors intend to focus the Company’s future

operations primarily on the exploration of and, if

warranted, production of gold from the Camarines

Norte Gold Project. As the Company has no prior recent

involvement in this industry, this acquisition constitutes

a significant change in the nature and scale of the

Company’s activities. The Company, therefore, needs to

re-comply with Chapters 1 and 2 of the ASX Listing Rules

as if it were seeking admission to the Official List of ASX.

The Company’s acquisition of CMPL and associated transactions, including the change of nature and scale of the Company’s activities, were subject to Shareholder approval. A general meeting of Shareholders was held on 28 June 2011 and Shareholder approval was obtained for the Company to change the nature and scale of its activities and for the issue of Shares and Options on the acquisition of CMPL. Re-compliance with Chapter 1 of the ASX Listing Rules requires the Company to lodge a prospectus with ASIC and this Prospectus has been prepared, in part, for the purpose of satisfying that requirement.

Trading in the Company’s Shares is currently suspended and will remain suspended until the Company has satisfied all of its obligations under the ASX Listing Rules, including complying with Chapters 1 and 2 of the ASX Listing Rules.

3.1 Important NoticeThis Section is not intended to provide full information for existing investors or intending investors to subscribe for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

3.2 Indicative TimetableThe indicative timetable for the Offer is as follows:

This timetable is subject to change and the Directors reserve the right to amend the timetable at any time.

3 Investment Overview

evenT

General Meeting to approve the transactions contemplated by the Share Sale Agreement and change in nature and scale of activities

Lodgement of Prospectus with ASIC

Opening of Offer for capital raising under the Prospectus

Closing Date of Offer for capital raising under the Prospectus

Despatch of holding statements

Anticipated date the suspension of trading is lifted and the Company’s securities commence trading on ASX

DaTe

28 June 2011

1 July 2011

11 July 2011

5 August 2011

19 August 2011

24 August 2011

SECTION 3

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Cape Range LTD

Purpose of this ProspectusThe purpose of this Prospectus is to:

(a) (a) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules; and

(b) to raise at least $4,000,000 pursuant to the Offer and satisfy the condition precedent in the Share Sale Agreement that requires the Company to raise the minimum subscription amount. A summary of the material terms and conditions of the Share Sale Agreement are set out in Section 11.1 of this Prospectus.

The Company is aiming to apply the funds raised from the Offer towards:

(a) (a) paying the cash payment required for the acquisition of CMPL;

(b) further evaluation and exploration of CMPL’s gold projects in the Camarines Norte province in the Philippines and evaluation of potential new projects including the projects in Zimbabwe in relation to which the Company has entered into Memoranda of Understanding with the owners;

(c) working capital and administration expenses; and

(d) expenses of the Offer.

TheBoardbelieves that fundsraised fromtheOfferwillprovide the Company with sufficient working capital to achieve the Company’s objectives set out above.

3.4 Use of ProceedsIt is intended that the funds raised from the Offer together with the Company’s existing cash at bank of approximately $200,000 (as at the date of this Prospectus) will be applied as follows:

Investment Overview

SECTION 3

12 Cape Range 2011

Cape Range LTD

1. Refer to Section 5.3 for further details.

Actual expenditure may differ from the above estimates

due to a change in market conditions, the development of

new opportunities, the results obtained from exploration

and other factors (including the risk factors outlined in

Section 0). The consideration of new opportunities may

result in the Company expending funds on due diligence

or other acquisition costs which may not be recouped through the ultimate acquisition and/or development of the project under consideration.

In addition, to capitalise on other opportunities, depending on the success of its activities, the Company may require

debt or further equity fundraisings.

iTem

Cash payment as per Share Sale Agreement $1,000,000 $1,000,000 $1,000,000

Cash payment as per Domboshawa Hill Option (US$50,000) $47,600 $47,600 $47,600

Exploration expenditure1 $2,030,000 $2,700,000 $3,490,000

Two year working capital and administration $827,400 $1,107,400 $1,267,400

Expenses of the Offer $295,000 $345,000 $395,000

Total $4,200,000 $5,200,000 $6,200,000

sUbscRipTiOn$5 miLLiOn



Investment Overview

SECTION 3

Cape Range 2011 13

Cape Range LTD

3.5 CAPITAL STRUCTUREOn the basis that the Company completes the Offer on the terms set out in this Prospectus and the minimum subscription amount is received but no oversubscriptions, the Company’s capital structure will be as set out below.

If a JORC inferred resource of 500,000 ounces of gold is delineated at the Camarines Norte Gold Project, then it is intended that an additional 12,500,000 Shares and 6,250,000Vendor Options will be issued to theVendors (referSection 11.1).

If an aggregate JORC inferred resource of 1,000,000 ounces of gold is delineated at the Camarines Norte Gold Project, thenitisintendedthatafurther12,500,000Sharesand6,250,000VendorOptionswillbeissuedtotheVendors(referSection 11.1).

Subject to the Company completing a bankable feasibility study in relation to the Camarines Norte Gold Project, then it is intendedthata further30,000,000Sharesand15,000,000MilestoneOptionswillbe issuedto theVendors (referSection 11.1).

3.6 Restricted SharesSubject to the Company’s securities being re-instated by ASX to Official Quotation, certain of the securities to be issued totheVendorsandDJCarmichaelarelikelytobeclassifiedbyASXasrestrictedsecuritiesandwillberequiredtobeheld in escrow.

OpTiOns

Options exercisable at $0.20 on or before 1 February 2013 20,165,000

Options exercisable at $0.50 on or before 31 January 2013 2,480,000

Options exercisable at $0.25 on or before 31 December 2011 4,000,000

VendorOptionstobeissuedpursuantoftheacquisitionofCMPL(referSection11.1) 10,000,000

Options to be issued to MDS Financial Services Pty Ltd (refer Section 11.8) 2,000,000

TOTaL OpTiOns 28,445,000

sHaRes

Shares currently on issue 45,393,158

SharestobeissuedtotheVendorspursuanttotheacquisitionofCMPL(referSection11.1) 20,000,000

Shares to be issued to Willaway Enterprises (Private) Limited pursuant to the Snakes Head Option (refer Section 11.7) 500,000

Shares to be issued under Offer 25,000,000

TOTaL sHaRes 90,893,158

SECTION 4

14 Cape Range 2011

Cape Range LTD

Details of the Offer4.1 The Offer

By this Prospectus, the Company offers 25,000,000

Shares at an issue price of $0.20 per Share to raise up to

$5,000,000 with a minimum subscription of 20,000,000

Shares to raise $4,000,000.

Oversubscriptions of up to a further 5,000,000 Shares at

an issue price of $0.20 per Share to raise $1,000,000

may be accepted.

The Shares offered under this Prospectus will rank equally

with the existing Shares on issue.

The purpose of the Offer and the use of funds raised

are set out in Sections 3.3 and 3.4 of this Prospectus

respectively.

4.2 Minimum Subscription

The minimum subscription for the Offer is $4,000,000.

If the minimum subscription has not been raised within

four (4) months after the date of this Prospectus (or

such longer period as is permitted by any modification of

the Corporations Act that may be granted by ASIC), the

Company will not proceed with the Offer and it will repay

all application monies received (without interest).

4.3 Re-compliance with Chapters 1 and 2 of the ASX

Listing Rules

The Company has been suspended from quotation on the

ASX since the 12 November 2010. The Company will not

be reinstated to Official Quotation until ASX approves the

Company’s re-compliance with Chapters 1 and 2 of the

ASX Listing Rules.

The Company will apply to ASX within seven (7) days after

the date of this Prospectus for Official Quotation of the

Shares offered under this Prospectus.

In the event that the Company does not receive approval

for re-quotation on ASX within 3 months after the date

of this Prospectus (or such longer period as is permitted

by any modification of the Corporations Act that may be

granted by ASIC), it will not proceed with the Offer, it will

not acquire CMPL and it will repay all application monies

received. Should this occur, then the change to the nature

and scale of the Company’s activities will not eventuate

and the Company’s securities may remain suspended

from quotation on ASX.

4.4 Oversubscriptions

The Company may, at its discretion, accept

oversubscriptions under the Offer of up to a further

$1,000,000 through the issue of up to a further

5,000,000 Shares at an issue price of $0.20.

The maximum amount which may be raised pursuant to

this Prospectus is, therefore, $6,000,000.

4.5 Underwriting

The Offer is not underwritten.

4.6 Corporate Advisor, Lead Manager and Sponsoring

Broker

MDS Financial Services Pty Ltd has been engaged by

the Company as a corporate advisor, lead manager and

sponsoring broker to the Offer. Please refer to Section

11.8 for details of the terms of engagement at MDS

Financial Services Pty Ltd.

4.7 How to apply for Shares

If you wish to invest in the Company complete the

Application Form provided with or attached to this

Prospectus. Alternatively, complete a paper copy of

the electronic Application Form that accompanies the

electronic version of the Prospectus which can be found

and downloaded from www.caperange.com.au.

4

Completed Application Forms and application monies

in full should be returned prior to 5.00pm (WST) on the

Closing Date to the Company as follows:

Cape Range Ltd

POBox401

BELMONTWA6984

Refer to the instructions on the back of the Application

Form when completing your application. Cheques must

be made payable to “Cape Range Limited - Subscription

Account” and crossed “Not Negotiable”. All cheques must

be in Australian currency.

An original completed and lodged Application Form, together

with a cheque for the application monies, constitutes a

binding and irrevocable offer to subscribe for the number

of Shares specified in the Application Form. The Application

Form does not have to be signed to be a valid application.

An application will be deemed to have been accepted by

the Company upon allotment of the Shares. The Directors

reserve the right to accept or reject any application at their

sole and absolute discretion.

The Offer may be closed at an earlier date, and time,

at the discretion of the Directors, without prior notice.

Applicants are therefore encouraged to submit their

Application Forms as early as possible. The Company

reserves the right to extend the Offer or accept late

applications.

4.8 Allotment

Subject to ASX granting approval for the Company’s

securities to be reinstated to trade on ASX, allotment

of the Shares 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 Shares takes place, will retain any

interest earned on the application monies.

4.9 Loyalty Options

The Company proposes to make a non–renounceable

entitlement offer of Loyalty Options not less than 3

months after the Company’s Shares are requoted on ASX.

It is expected that the entitlement offer will be undertaken

on the basis of an offer of 1 Loyalty Option for every 2

Shares held on the relevant record date. The Company

reserves the right not to proceed with the entitlement

offer or to change the terms of the entitlement offer.

The subscription price, exercise price and expiry date of

the Loyalty Options will be determined by the Company

after its Shares have been reinstated to trading on ASX.

4.10 CHESS

The Company will apply to participate in the Clearing

House Electronic Subregister System (CHESS). CHESS

is operated by ASX Settlement Pty Ltd (ASXS), a wholly

owned subsidiary of ASX, in accordance with the Listing

Rules and the ASX Settlement Operating 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, ASXS will send a CHESS

statement.

4.11 Risk Factors

Subscribing for Shares the subject of this Prospectus

involves a number of risks. These risks are set out

in Section 10 of this Prospectus and any intending

investor is urged to consider those risks carefully (and if

necessary, consult a professional adviser) before deciding

whether to invest in the Company.

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Cape Range 2011 15

Cape Range LTD

Details of the Offer

The risk factors set out in Section 10, and other general

risks applicable to all investments in listed Shares not

specifically referred to, may in the future affect the value

of the Shares. Accordingly, an investment in the Company

should be considered speculative.

4.12 Privacy Statement

If you complete an application for Shares, 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 Shares in the context of takeovers;

regulatory bodies, including the Australian Taxation Office;

authorised share brokers; print service providers; mail

houses and the Share Registry.

You can access, correct and update the personal

information that the Company 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 are 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 Shares, the Company may

not be able to accept or process your application.

4.13 Overseas Applicants

No action has been taken to register or qualify the

Shares, or the Offer, or otherwise to permit the public

offering of the Shares, in any jurisdiction outside

Australia and New Zealand.

The distribution of this Prospectus within jurisdictions

outside Australia and New Zealand may be restricted by

law and persons into whose possession this Prospectus

comes should inform themselves about and observe

any such restrictions. Any failure to comply with these

restrictions may constitute a violation of those laws.

This Prospectus does not constitute an offer of securities

in any jurisdiction where, or to any person to whom, it

would be unlawful to issue this Prospectus.

It is the responsibility of any overseas applicant to

ensure compliance with all laws of any country relevant

to his or her application. The return of a duly completed

Application Form will be taken by the Company to

constitute a representation and warranty that there

has been no breach of such law and that all necessary

approvals and consents have been obtained.

4.14 Withdrawal

The Directors may at any time decide to withdraw this

Prospectus and the Offer, in which case the Company will

return all application monies without interest within 28

days of giving notice of their withdrawal.

4.15 Enquiries

Enquiries relating to this Prospectus or requests for

additional copies of this Prospectus should be directed to

the Company Secretary of the Company by telephoning

(08) 9479 6044.

Details of the Offer

SECTION 4

16 Cape Range 2011

Cape Range LTD

5.1 BackgroundCape Range Limited is an Australian public company listed on the Official List of ASX.

As announced to ASX on 6 July 2010, the Company intends to change the focus of its activities. This change of focus is as a consequence of a review of the Company’s telecommunications business,whichresultedintheBoardformingtheviewthatitwas desirable to re-engage the exploration and mining sectors.

The Company has entered into the Share Sale Agreement with the Vendors, pursuant to which the Company is to acquire100% of the issued share capital of CMPL. Please refer to Section 11.1 for further details regarding the terms and conditions of the Share Sale Agreement.

CMPL has rights to the Camarines Norte Gold Project located in the Camarines Norte province of the Philippines. The Camarines Norte Gold Project consists of a number of gold prospects, totalling 2,227ha within the renowned Paracale Goldfield area. Please refer to Sections 5.2, 7, 8 and 9 for further details about CMPL and its assets.

The Company has also entered into Memoranda of Understanding with the owners of two Zimbabwe exploration projects. Please refer to Section 5.4 for further details.

TheBoardhasconsiderableexpertiseandexperience in theexplorationandminingsectors. It ishopedbytheBoardthatthese skills will deliver positive returns from the Camarines Norte Gold Project.

The Board’s primary aim is to become a successful andprofitable exploration and mining company, advancing the Shareholder’s interests and asset values.

The Company aims to achieve this goal through:

(a) utilisingthecollectiveexperienceoftheBoardmembersto advance the Camarines Norte Gold Project;

(b) active exploration programmes being undertaken on the Camarines Norte Gold Project portfolio;

(c) development of claim holdings in the Camarines Norte Gold Project area; and

(d) utilisation of the Board’s resource and mining projectacquisition skills to give the Company exposure to other exploration projects at attractive entry prices.

5.2 Camarines Norte Gold ProjectThe Camarines Norte Gold Project (the “Project”) is within the Bicol Region of the island of Luzon in the Philippines.The Project is located approximately 300km east of the Philippine capital of Manila, and straddles the border of the two municipalities (barangays) of Paracale and Jose Panganiban.

The Project comprises a range of granted mineral concessions covering areas of historical mine production from underground and alluvial excavation of narrow gold bearing vein systems, together with less advanced mineralised zones typically exploited by artisanal miners.

The project is situated off the northern part of the major Philippine Rift Fault Leyte, which hosts a number of major projects to the south such as:

• MedusaMining’sCo-OGoldproject;

• Red5’sSianaGoldproject;

• Mindoro’sNickel-Cobaltproject;and

• Philex’sSilanganCopper-Goldproject (formerlyBoyonganproject)

Within the Project area, geological reports have indicated there are up to 39 gold bearing quartz veins. Resources have been quoted by previous explorers in their geological reports, however, the Company needs to carry out due diligence on the method of resource calculations to determine if the resources reported are JORC compliant for reporting within Australian standards. Access to the Project is via concrete roads that have been constructed through most major towns and hence on to small dirt or gravel roads to access the individual tenement areas within the Project.

Topographically, the region is undulating and is characterised by rolling hills and mountains. Elevation is generally less than 250 metres above sea level (ASL) but ranges in the mountainous regions up to 775 metres. Access to the Project is more difficult during the wet season from July to November.

Company and Project Overview5

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Cape Range 2011 17

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SECTION 5

18 Cape Range 2011

Cape Range LTD

Company and Project Overview

Geology and Mineralisation

The Project area consists essentially of a large trondhjemite

intrusive complex, known as the Paracale Trondhjemite,

hosted within an ultramafic basement. The metamorphic

basement comprises ophiolitic lithologies, consistent with the

basement of volcanic arc complexes that have experienced

tectonic and magmatic extension through several back arc

basin processes.

The regional NNW trending Panganiban - Malaguit shear

zone separates the metamorphic basement and Paracale

Trondhjemite complex to the north from the Cretaceous

and Miocene sediments and volcanics to the south. A

large network of orthogonal NNE trending fracture systems

occur to the north and south of the shear zone, with a

few crosscutting (and perhaps offsetting) it towards the

centre. The fractures are filled with gold bearing quartz-

calcite minerals and associated sulphides. It is likely

that the fractures developed during compressive stresses

occurring both synchronous with, and post emplacement

of the trondhjemite. The faults are assumed to have been

reactivated during later tectonic activity associated with

mineralisation. The regional Panganiban - Malaguit shear

zone likely acted as an efficient conduit that dispersed

mineralising fluids into the NNE trending fracture system.

The mineralisation at Camarines Norte is likely related to

large Miocene Diorite Cu-Au porphyries, an intrusive type

that is characteristic of the Philippines. Epithermal veins

located in the Paracale Gold District are characterised

by a pinch and swell geometry. Quartz veins are banded,

crustiform or open vugs and filled with base metal sulphides.

The distribution of gold in the vein systems is highly

irregular, although economic concentrations occur in steeply

plunging ore shoots.

If the narrow vein systems observed in the Paracale Gold

District are consistent with those found in Eastern Mindanao

(the Pacific Cordillera), which have a similar geological

setting, timing and style of mineralisation and are also

located proximal to the Philippine Fault Zone (PFZ), then

good mineralised zones are yet to be discovered within the

Paracale Gold District.

Exploration History

There are numerous small mines distributed within and

adjacent to the various Project tenements, the most significant

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Cape Range 2011 19

Cape Range LTD


Exploration Potential

Of the NIBDC tenements comprising the Project, Lots 3,

4 and 5 offer the greatest prospectivity. These tenements

contain either historical mines or extensive exploration

history including trial mining and diamond drilling, and

would be described as “advanced exploration areas” as

definedbyTheValminCode.

TheLot3areacontainstwoextensiveveins;VirginiaSouth

and Pasacao South. Some historical details of drilling

conducted in the area suggest intercepts in the northern

part of up to 10g/t Au; however it is difficult to verify the

spatial accuracy of this data.

of which being the Paracale Nacional and Tumbaga Consolidated

operationssituatedinLot4oftheNIBDCtenure.TheParacale

Nacional operation is reported to have shipped a total of 22,500

tons at 13.4 g/t Au for milling at North Camarines Mining

Customs Mill during the period 1939 to 1940.

The Project areas have been variously worked by artisanal

miners from local villages who have developed a range of

shallow shafts, test pits, and small scale workings during

exploitation and treatment of the numerous vein structures. A

number of generations of surface mapping, rock chip sampling,

surface mapping and geophysics have been conducted across a

range of tenements with results generally only available as hard

copy plans. These plans are sometimes available as professional

drafted maps; however are generally hand sketched and

annotated records providing indications of key features.

Project Tenements

The tenements which make up the Project cover an area of

2,227 hectares and are comprised of two separate sets of

claims, being;

• Mineral Production Sharing Agreement Application

(APSA)000322-V–CurrentlyheldbyNorthernIsland

BuildersandDevelopmentCorporation(NIBDC);and

• Exploration Permit Application (EXPA) 000061-V -

Currently held by Guidance Management Corporation

(GMC).

Details of the individual tenements comprising these

applications are listed in Table 1 below.

Table 1 – Tenement Details

OpeRaTOR TenemenT gROUp TenemenT ReFeRence

aRea(Ha)

DisTRicT/s

gUiDance managemenT cORpORaTiOn (gmc)

EXPA-000061-V

nORTHeRn isLanD bUiLDeRs anD DeveLOpmenT cORpORaTiOn (nibDc)

APSA-000322-V

Lot 1 332 Pinagbirayan

Lot 2 62 Malacbang

Lot 3 161 San Isidro/San Rafael

Lot 4 580 San Rafael

Lot 5 634 Santa Rosa Sur

Lot 6 9 Tawig

GMC1 374 Mangkasay/Tabas

GMC2 64 Maybato/Dalnac

GMC3 11 Tabas

WithinLot4theManilaandVallejoveinsintheParacale

Nacional area show exploration and resource potential

in this tenure, while the Tumbaga and San Rafael veins

in the north west of the tenement have hosted historical

operations. The company intends to investigate the

potential to acquire the strip of land between Lots 3

and 4, as it is likely that the mineralisation seem in the

Tumbaga and San Rafael veins within Lot 4 extend into

this strip.

The lithostratigraphic associations and structural

elements present in the Lot 5 tenement suggest this area

could be a significant exploration target. The geological

environment is particularly amenable to mineralisation

considering that historically, the north east trending vein

systems within the Trondhjemite are the dominant gold

mineralisation host in the region.

The most prospective of the GMC tenement group is GMC

1, with four separate veins identified on the tenement, and

historical mines nearby. Previous work appears to have

targeted an unidentified structure, with the trend of

samples taken appearing to run parallel to Tabas 1

and Tabas 3 veins, possibly representing a repetition of

these veins. The presence of the large regional shear is

also promising as a source for fluid interaction. Based

on the sampling conducted across this area, and the

identification of what could potentially be a previously

unmapped mineralised structure, the area could be

described as an “advanced exploration area”.

The remainder of the tenements across both parcels have

far less historical work completed across them and would

be considered “exploration areas” under The Valmin

Code. Preliminary geological investigation in the form of

mapping and basic sampling of identifiable structures will

be conducted to assess the potential of these relatively

unexplored areas, although in some instances the small

size of the tenement will negate the potential somewhat.

Conclusions/SummaryThe Paracale Goldfield commenced production prior

to World War II in 1935 and produced a total of

583,971 tonnes at an average grade of 11.83g/t gold

(approximately 240,000 ounces). Historical production

records indicate that during the period of 1938 to

1941, the Paracale group of mines produced another

1,890,000 tonnes at an average grade of 12g/t gold

(approximately 800,000 ounces). Records do not show

of any further production since post World War II over the

Project area, apart from small scale alluvial miners.

Within the project area, there are numerous gold bearing

quartz veins that require further geological test works. For

example, according to previous exploration reports, at the

TumbagaVein,62rockchipsamplesweretestedforgold

mineralisation. Of the 62 samples, 23 assayed above 3g/t

gold and they averaged 7.4g/t gold. The samples were

taken from a quartz vein which had an average width

of 1.34m. These sorts of grades and widths are quite

normal in this part of the world, as most of these sorts of

veins are typically less than 3 metres wide.

A detailed and systematic exploration program has been

planned for the Project with the aim of establishing a

JORC resource. This program includes accurate surface

mapping and targeted surface sampling, supported by

strategic drilling and sampling. The collection of bulk

samples in order to gain increased confidence in gold

grade estimates given the highly variable distribution of

gold within this style of mineralisation will be undertaken.

Given the previous gold production and the existence of

a number of quartz vein reefs within the Project area,

the Project demonstrates potential to define economic

concentrations of mineralisation. The use of modern,

systematic exploration techniques should allow the

generation of such exploration targets.

Please refer to Section 7 for further details.

Proposed expenditure for the Project is set out in Section 5.3.

SECTION 5

20 Cape Range 2011

Cape Range LTD



5.3 Exploration Expenditure Summary

The Company proposes to fund its intended exploration

programmes in relation to the Project from the proceeds

of the Offer.

It should be noted that the budgets will be subject to

modification on an ongoing basis, depending on the results

obtained from completed exploration programmes.

Exploration involves an ongoing assessment of each of

the project areas and may lead to increased or decreased

levels of expenditure on certain areas reflecting a change

in emphasis. This is certainly true of the year two

expenditures, which are dependent on the outcomes

from the year one programmes. The following expenditure

summary is proposed:

5.4 Other Projects

Shareholders and potential investors will note that:

(a) on 7 October 2010, the Company announced it had

entered into a memorandum of understanding to

acquire up to a 75% interest in the Domboshawa

Hill Lithium Project with Willaway Enterprises

(Private) Limited (Domboshawa Hill Option). Details

of the Domboshawa Hill Option can be found in

Section 11.6 of this Prospectus and the Company’s

announcements; and

(b) on 10 November 2010, the Company announced it

had entered into a memorandum of understanding

to acquire up to a 100% interest in the Snakes Head

Platinum Project with Willaway Enterprises (Private)

Limited (Snakes Head Option). Details of the Snakes

Head Option can be found in Section 11.7 of this

Prospectus and the Company’s announcements.

As at the date of this Prospectus, the Company confirms

that it is still undertaking due diligence in relation to the

Domboshawa Hill Option and Snakes Head Option and does

not expect to complete the due diligence before completion of

the re-compliance process (that is, prior to being reinstated to

trading on the ASX).

To that end, in the event that the Company decides to pursue

its rights to acquire an interest in either project the funds

raised from the Offer will not be used to fund the acquisitions

themselves (as opposed to the exclusivity fee and the due

diligence costs).

SECTION 5

Cape Range 2011 21

Cape Range LTD

expenses Year 1 Year 1 Year 1 Year 2 Year 2 Year 2 Minimum Target Maximum Minimum Target Maximum Subscription Subscription Subscription Subscription Subscription Subscription ($4 million) ($5 million) ($6 million) ($4 million) ($5 million) ($6 million)

Geochemical surveys $100,000 $150,000 $200,000 - - -

Geophysical surveys $200,000 $250,000 $300,000 - - -

Geological mapping $35,000 $75,000 $80,000 $50,000 $120,000 $150,000

RC Sampling $80,000 $80,000 $120,000 $30,000 $60,000 $80,000

RC/Diamond drilling $200,000 $250,000 $750,000 $650,000 $1,000,000

Analytical/assays $125,000 $150,000 $180,000 $180,000 $260,000 $300,000

Consultants/wages $145,000 $200,000 $250,000 $195,000 $270,000 $300,000

Project admin costs $65,000 $95,000 $110,000 $75,000 $140,000 $170,000

TOTaL $750,000 $1,200,000 $1,490,000 $1,280,000 $1,500,000 $2,000,000


The Directors give no assurance that either the

Domboshawa Hill Option or Snakes Head Options will

be exercised and accordingly the rights to the assets

underlying those options may or may not be acquired.

Set out as follows is technical information regarding the

Domboshawa Hill Lithium Project and the Snakes Hill

Platinum Project.

5.4.1 Domboshawa Hill Lithium Project

The Domboshawa Hill Lithium Project area is located

just north of a well known lithium mining province, within

the Harare-Bindura-Shawa Greenstone Belt. The project

comprises the prospect EPO 13/10 (EPO), covering

19,995 hectares in area.

Within the EPO there are some outcrops for pegmatites

and old claims for monazite, a rare earth mineral which

is usually associated with lithium. Some of the past old

workings have been worked for pegmatite minerals in the

area.Forexample,theCasaVenturaminebetween1957

and 1981 produced 606t of lepidolite (lithium bearing

mica) and the Mistress Mine produced 1,677t of lepidolite

and 80t of spodumene (lithium silicate).

The EPO area is covered mainly by granitic and gneissic

rocks. These granite-gneissic rocks are intruded by

pegmatites which host mineralisation of the lithium

minerals and other minerals.

5.4.2 Snakes Head Platinum Project

The Snakes Head Project area is located 150km north of

Harare, at the north end of the Great Dyke in Zimbabwe.

In the past, the Great Dyke has been explored for platinum

by resource majors such as Union Carbide Ltd (Wedza-

Mimosa, Selous, Snakes Head projects), Anglo-American

Ltd (Unki project) and Rio Tinto Ltd(Zinca project).

The project comprises 79 prospect licences, covering

approximately 2,000 hectares. The Project area is located

along strike from the well known Zimplats’ Hartley Platinum

project(formerlyheldbytheDeltaGoldBHPJointVenture).

During 1991 - 1992 Cluff Resources (Pvt) Ltd carried out

exploratory work over the area including diamond drill

holes. The exploration work by Cluff Resources delineated

a reasonable geological continuity that outlined two steep

to flat dipping platinum-palladium bearing sulphide zones

over a 7km strike, with a 4km maximum width.

5.5 Competent Person

The information in this Prospectus that relates to exploration

results, mineral resources or ore reserves of the Projects

owned by CMPL is based on information compiled by

Mr Joe Cornelius, who is a member of the Australasian

Institute of Mining and Metallurgy and has sufficient

experience which is relevant to the style of mineralisation

and type of deposit under consideration and to the activity

which he is undertaking to qualify as Competent Person as

defined in the 2004 Edition of the ‘Australasian Code for

Reporting of Exploration Results, Mineral Resources and

Ore Reserves’. Mr Cornelius has consented to the inclusion

in this Prospectus of the matters based on this information

in the form and context in which it appears.

SECTION 5

22 Cape Range 2011

Cape Range LTD

6.1 Directors

Mr Wayne Johnson - Non-Executive Chairman

Mr Johnson has over 25 years business and financial

experience gained in Australia, New Zealand, Asia and

North America. He has founded and managed a range

of businesses from start-ups through to public listed

companies in a variety of industries ranging from Mining

to Telecommunication and Financial services. He was the

principal of licensed Cube Financial Group, a diversified

stock broking and corporate advisory business now ASX

listed as MDS Financial Group.

Mr Johnson provides a wealth of experience in merger

and acquisitions, corporate advisory, compliance, capital

raisings and general business development. Mr Johnson

is the Chairman of Noblemen Ventures, his privately

owned corporate advisory boutique firm in Australia. He

also provides services as a professional director to select

public companies in both New Zealand and Australia.

Specialising in turnaround and growth opportunities, he

is a non-executive Chairman of Smartpay NZ Limited,

non-executivedirectorofGreaterBendigoMinesLimited,

executive director and deputy chairman of MDS Financial

Group and holds a non-executive director position with

Growth Equities Corporation Limited a licensed ASIC fund

management company located in Sydney.

Mr Joseph Cornelius - Managing Director

Mr Cornelius has been involved in the mineral exploration

industry for nearly 20 years, working primarily for listed

companies on the Australian Securities Exchange and

private consulting groups. Mr Cornelius was the

founding director of Great Australian Resources Limited

and subsequently became the Managing Director. He has

also been on the board of several other exploration and

information and technology companies. Mr Cornelius

has significant experience in capital raisings, company

mergers and acquisitions and corporate consultancy to

the equities markets.

Mr Cornelius graduated from Curtin University of

Technology Western Australia in geology and is

a member of the Australian Institute of Mining &

Metallurgy, Member of the Australian Institute of

Geoscientist and an Affiliate Member of the Securities

Institute of Australia. He has also completed his Finance

and Investment qualification with the Securities Institute

of Australia. He has worked on various projects within

Australia, South-East Asia, South America and African

countries.

Mr Michael Higginson – Non Executive Director &

Company Secretary

MrHigginsonholdsaBachelorofBusinessdegreewith

majors in finance and corporate administration. Mr

Higginson was formerly an executive officer with the

Australian Securities Exchange. He has over 20 years

expertise in public company administration, corporate

finance and law, corporate governance, capital raisings,

ASX Listing Rules and company secretarial duties.

Mr Higginson has held board, company secretarial

and senior management positions with a number of

resource exploration companies. In particular, he was

an integral part of the team involved in the exploration,

feasibility study and early development of the $3 billion

Ravensthorpe Nickel project.

6.2 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

6 Directors and Corporate Governance

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Cape Range 2011 23

Cape Range LTD

Directors and Corporate Governance

to encourage Directors to focus their attention on accountability, risk management and ethical conduct. TheBoardandmanagementarecommittedtocorporategovernance and, to the extent that they are applicable to the Company, have followed the “Corporate Governance Principles and Recommendations” issued by the ASX Corporate Governance Council.

Details of the composition of the Board are set out inSection 6.1.

The Board recognises the need for the Company tooperate with the highest standards of behaviour and accountability.

The non executive Directors are considered independent in terms of the ASX Corporate Governance Council’s definition of independent director. As the Company’s activities increase in size, scope and/or nature, the Company’s corporate governance principles will be reviewed by the Board and amendedas appropriate.

6.3 The Board of DirectorsThe Company’s Board of Directors is responsible forthe corporate governance of the Company. The Boarddevelops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

(c) ensure compliance with the Company’s legal and

regulatory objectives.

Consistent with these goals, the Board assumes thefollowing responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

(c) acting on behalf of, and being accountable to, the Shareholders; and

(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on afully-informed basis.

6.4 Composition of the BoardElectionofBoardmembers issubstantially theprovinceof the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

(a) theBoardistocompriseDirectorswithablendofskills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informalassessment process, facilitated by the Chairman in consultation with the Company’s professional advisors, hasbeencommittedtobytheBoard.

SECTION 6

24 Cape Range 2011

Cape Range LTD

Directors and Corporate Governance

6.5 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably

withheld), the Directors, at the Company’s expense, may

obtain independent professional advice on issues arising

in the course of their duties.

6.6 Remuneration arrangements

The remuneration of an executive director will be decided

bytheBoard.

The total maximum remuneration of non-executive Directors

is the subject of a Shareholder resolution in accordance

with the Company’s Constitution, the Corporations Act and

the ASX Listing Rules, as applicable. The determination

of non-executive Directors’ remuneration within that

maximum will be made by the Board having regard to

the inputs and value to the Company of the respective

contributions by each non-executive Director.

The Board may award additional remuneration to non-

executive Directors called upon to perform extra services

or make special exertions on behalf of the Company.

6.7 External audit

The Company in general meetings is responsible for the

appointment of the external auditors of the Company,

and the Board from time to time will review the scope,

performance and fees of those external auditors.

6.8 Audit committee

The Company does not have a separately constituted audit

committee. All matters capable of delegation to such a

committeearepresentlydealtwithbythefullBoard.

6.9 Identification and management of risk

The Board’s collective experience will enable accurate

identification of the principal risks that may affect the

Company’s business. Key operational risks and their

management will be recurring items for deliberation at

BoardMeetings.

6.10 Ethical standards

The Board is committed to the establishment and

maintenance of appropriate ethical standards.

SECTION 6

Cape Range 2011 25

Cape Range LTD

bmgs peRTH pTy LTDUNIT 9, 123A COLIN STREET, WEST PERTH WA

P.O.BOX1434,WESTPERTH,WA,6872

Ph: (08) 6365 4303 Fax: (08) 9091 7539

inDepenDenT geOLOgisT’s RepORT On THemineRaL expLORaTiOn pROpeRTies OF cape Range LTD

10 June 2011

Joe Cornelius

Managing Director

Cape Range Ltd

Unit 5, 324 Great Eastern Highway

Ascot WA 6104

Dear Joe,

BM Geological Services Perth Pty Ltd (“BMGS”) has

been commissioned by Cape Range Limited (“CRL”)

to provide an Independent Geologist’s Report (“IGR”)

on the Camarines Norte Project (the “Project”) in the

Bicol Region of the island of Luzon in the Philippines.

The Project is located approximately 300km east of the

Philippine capital of Manila, and straddles the border

of the two municipalities (barangays) of Paracale and

Jose Panganiban. The report is to be included in a

Prospectus to be lodged with the Australian Securities

and Investments Commission (“ASIC”), offering for

subscription 25,000,000 shares at an issue price of 20c

per Share (the “Prospectus”), to raise up to $5,000,000

(plus oversubscriptions of up to a further $1,000,000).

The minimum amount to be raised has been set at

$4,000,000 for this Prospectus.

BMGShasbaseditsreviewoftheProjectoninformation

provided by CRL, along with information obtained from

government agencies, previous owners, and other

relevant published and unpublished data. A site visit was

not conducted to the Project by the author, Mr Daniel

Saunders as Mr Darryl Mapleson, a current employee

ofBMGS,hadvisitedtheprojectareainFebruary2009.

The Project comprises a range of granted mineral

concessions covering areas of historical mine production

from underground and alluvial excavation of narrow

gold bearing vein systems, together with less advanced

mineralised zones typically exploited by artisanal miners.

BMGSunderstandsfromCRLthatthelegalstatusofthe

assets in which CRL are acquiring an interest, and the

mining and minerals processing legislation applicable

has been assessed separately during legal due diligence

investigations and consideration of these items has not

been included in this report. The present status of the

tenements, agreements and legislation described in this

reportisbasedoninformationprovidedbyCRL.BMGSis

not qualified to comment on the nature of the transaction

between the current Owners and CRL and is therefore not

considered in this IGR.

Independent Geologist's Report7

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26 Cape Range 2011

Cape Range LTD

Independent Geologist's Report

The Independent Geologists Report has been prepared on

information available up to 29 April 2011.

This IGRhasbeencompiledbyMrDanielSaunders,BSc

(Mineral Exploration and Mining Geology), GradCert (Mine

Planning and Design). Mr Saunders is a geologist with 13

years experience in the resources industry having held

roles with various mining companies exposed to precious

and base metals and industrial minerals. Mr Saunders

currently holds the role of Senior Consulting Geologist with

BMGSPerth,andisaMemberoftheAustralasianInstitute

of Mining and Metallurgy, and has the appropriate relevant

qualifications, experience, competence and independence

to be considered an “Expert” under the definitions provided

intheValminCodeanda“CompetentPerson”asdefined

in the JORC Code.

Neither BMGS, nor the author of this report, has or has

had previously, any material interest in CRL or the mineral

properties in which CRL has an interest. Our relationship

with CRL 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.

The principal sources of information used to compile this

report comprise technical records along with technical

reports and data variously compiled by CRL, previous

project operators, its consultants, government agencies,

and from discussions with CRL management. A listing of

theprincipalsourcesofinformationisincludedSectionVIII

of this report.

All reasonable enquiries have been made to confirm the

authenticity and completeness of the technical data upon

which this report is based. A final draft of this report was

provided to CRL, along with a written request to identify

any material errors or omissions.

Yours faithfully

Daniel Saunders

BMGSPerthPtyLtd

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28 Cape Range 2011

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cOnTenTs

i. execUTive sUmmaRy ....................................................................................................................................30 A. Introduction ............................................................................................................................................30

B. GeologyandMineralisation ......................................................................................................................30

C. Exploration History ..................................................................................................................................31

D. Mineral Resources ..................................................................................................................................31

E. Exploration Potential ................................................................................................................................31

F. Conclusions ............................................................................................................................................32

ii. backgROUnD ................................................................................................................................................33 A. Project Location ......................................................................................................................................33

B. ProjectTenements ..................................................................................................................................34

C. GeographyandVegetation .......................................................................................................................34

D. Climate ................................................................................................................................................34

iii. RegiOnaL geOLOgy anD mineRaLisaTiOn .....................................................................................................36 A. Regional Geology ....................................................................................................................................36

B. Mineralisation .........................................................................................................................................38

iv. nibDc TenemenT gROUp ...............................................................................................................................39

a. Lot 1 ................................................................................................................................................39

1. Geology and Mineralisation ...........................................................................................................................39 2. Mining and Exploration History ......................................................................................................................39

3. Exploration Potential .....................................................................................................................................40

a. Lot 2 ................................................................................................................................................40 1. Geology and Mineralisation ...........................................................................................................................40

2. Mining and Exploration History ......................................................................................................................40


b. Lot 3 ................................................................................................................................................42 1. Geology and Mineralisation ...........................................................................................................................42



c. Lot 4 ................................................................................................................................................42

1. Geology and Mineralisation ...........................................................................................................................42 2. Mining and Exploration History ......................................................................................................................43 3. Exploration Potential .....................................................................................................................................43

D. Lot 5 ................................................................................................................................................45 1. Geology and Mineralisation ...........................................................................................................................45




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e. Lot 6 ................................................................................................................................................47

1. Geology and Mineralisation ...........................................................................................................................47 2. Mining and Exploration History ......................................................................................................................47 3. Exploration Potential .....................................................................................................................................47

v. gmc TenemenT gROUp ..................................................................................................................................48

a. gmc1 ................................................................................................................................................48 1. Geology and Mineralisation ...........................................................................................................................48



b. gmc2 ................................................................................................................................................49 1. Geology and Mineralisation ...........................................................................................................................49



c. gmc3 ................................................................................................................................................50 1. Geology and Mineralisation ............................................................................................................................50

2. Mining and Exploration History .......................................................................................................................50

3. Exploration Potential ......................................................................................................................................50

vi. sUmmaRy anD cOncLUsiOns ......................................................................................................................52

a. nibDc Tenement group ................................................................................................................................52

b. gmc Tenement group ...................................................................................................................................53

vii. pRincipaL sOURces OF inFORmaTiOn ..........................................................................................................53

viii. gLOssaRy OF TecHnicaL TeRms .................................................................................................................54

LisT OF FigURes

Figure 1 – Project Location Plan ...........................................................................................................................33Figure 2 – Tenement Location Plan .......................................................................................................................35Figure 3 – Regional Geology Map .........................................................................................................................37Figure4–NIBDCLot1-GeologyandSampling ....................................................................................................41Figure5–NIBDCLot3and4-GeologyandSamplingshowingHistoricalMiningLocations ..................................44Figure6–NIBDCLot5-GeologyandSampling ...................................................................................................46Figure 7 – GMC Tenure - GMC 1 - Sampling and Prospectivity ..............................................................................51

LisT OF TabLes

Table 1 - Tenement Details ...................................................................................................................................34Table 2 - Rock chip Sampling Results - Lot 1 ........................................................................................................39Table 3 - Rock chip Sampling Results - GMC1 ......................................................................................................49


I. EXECUTIvE SUMMARY

A. Introduction

BMGeologicalServicesPerthPtyLtd(“BMGS”)hasbeen

commissioned by Cape Range Limited (“CRL”) to provide an

Independent Geologist’s Report (“IGR”) on the Camarines

Norte Project (the “Project”) in the Bicol Region of the

island of Luzon in the Philippines. The Project is located

approximately 300km east of the Philippine capital of

Manila, and straddles the border of the two municipalities

(barangays) of Paracale and Jose Panganiban. The report

is to be included in a Prospectus to be lodged with

the Australian Securities and Investments Commission

(“ASIC”), offering for subscription 25,000,000 shares at

an issue price of 20c per Share (the “Prospectus”), to

raise up to $5,000,000 (plus oversubscriptions of up to a

further $1,000,000). The minimum amount to be raised

has been set at $4,000,000 for this Prospectus.

It comprises a number of prospects which are at varying

stages of exploration maturity. The tenure of the Project

has not been independently verified by BMGS and the

report has been prepared on the assumption that the

tenements will prove lawfully accessible. The tenements

arecomprisedoftwoparcels;theNIBDCpackagewhich

contains six tenements, and the GMC package which

contains three.

CRLhaveadvisedBMGSthatthroughlegalduediligence

they have confirmed the Owners have the legal right to put

forward the mineral tenements for purchase. This advice

hasnotbeenindependentlyverifiedbyBMGSandwillnot

becoveredinthisreport.BMGSarenotprivilegedtothe

nature of any transactions being discussed between the

current Owners and CRL regarding the purchase of the

tenements.

B. Geology and Mineralisation

The Project area consists essentially of a large trondhjemite

intrusive complex, known as the Paracale Trondhjemite,

hosted within an ultramafic basement. The metamorphic

basement comprises ophiolitic lithologies, consistent

with the basement of volcanic arc complexes that have

experienced tectonic and magmatic extension through

several back arc basin processes.









calcite minerals and associated sulphides. It is likely that

the fractures developed during compressive stresses




mineralisation. The regional Panganiban – Malaguit shear








crustiform or open vugs and filled with base metal

sulphides. The distribution of gold in the vein systems is

highly irregular, although economic concentrations occur

in steeply plunging ore shoots.

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If the narrow vein systems observed in the Paracale

Gold District are consistent with those found in Eastern

Mindanao (the Pacific Cordillera), which have a similar

geological setting, timing and style of mineralisation and

are also located proximal to the Philippine Fault Zone

(PFZ), then the best mineralisation is yet to be discovered.

C. Exploration History

There are numerous small mines distributed within and

adjacent to the various Project tenements, the most

significant of which being the Paracale Nacional and

Tumbaga Consolidated operations situated in Lot 4 of the

NIBDCtenure.TheParacaleNacionaloperationisreported

to have shipped a total of 22,500 tons at 13.4 g/t Au for

milling at North Camarines Mining Customs Mill during the

period 1939 to 1940.

The Project areas have been variously worked by artisanal

miners from local villages who have developed a range

of shallow shafts, test pits, and small scale workings

during exploitation and treatment of the numerous vein

structures. A number of generations of surface mapping,

rock chip sampling, surface mapping and geophysics

have been conducted across a range of tenements

with results generally only available as hard copy plans.

These plans are sometimes available as professional

drafted maps; however are generally hand sketched and

annotated records providing indications of key features.

D. Mineral Resources

Documents provided to BMGS during the development

of this IGR summarised potential mineral resources

for the Project area related to major identified veins.

These resources were not discussed in this report as in

the opinion of the Author they are based on limited or

inadequate data, and broad geometries and assigned

grades, and therefore do not meet the requirements for

reporting of mineral resources as defined by JORC.

In order to generate sufficient confidence in the resource

to support classification under JORC, a detailed and

systematic exploration program would be required. This

may include accurate surface mapping and targeted

surface sampling, and may be supported by strategic

drilling and sampling. The collection of bulk samples

would be effective in increasing confidence in the estimate

of gold grades given the highly variable distribution of gold

within this style of mineralisation, whereby standard

sampling may return unrepresentative results.

E. Exploration Potential

Of theNIBDC tenementscomprising theProject,Lots3,

4 and 5 offer the greatest prospectivity. These tenements

contain either historical mines or extensive exploration

history including trial mining and diamond drilling, and

would be described as “advanced exploration areas” as

definedbyTheValminCode.

The Lot 3 area contains two extensive veins; Virginia

South and Pasacao South. Some historical details of

drilling conducted in the area suggest intercepts in the

northern part of up to 10g/t Au; however it is difficult to

verify the spatial accuracy of this data.

WithinLot4theManilaandVallejoveinsintheParacale




operations. It is recommended that CRL investigate the

potential to acquire the strip of land between Lots 3 and 4,

as it is likely that the mineralisation seem in the Tumbaga

and San Rafael veins within Lot 4 extend into this strip.


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The lithostratigraphic associations and structural

elements present in the Lot 5 tenement suggest this area

could be a significant exploration target. The geological

environment is particularly amenable to mineralisation

considering that historically, the north east trending vein

systems within the Trondhjemite are the dominant gold

mineralisation host in the region.

The most prospective of the GMC tenement group is GMC

1, with four separate veins identified on the tenement,

and historical mines nearby. Previous work appears to

have targeted an unidentified structure, with the trend

of samples taken appearing to run parallel to Tabas 1

and Tabas 3 veins, possibly representing a repetition of

these veins. The presence of the large regional shear is

also promising as a source for fluid interaction. Based

on the sampling conducted across this area, and the

identification of what could potentially be a previously

unmapped mineralised structure, the area could be

described as an “advanced exploration area”.


far less historical work completed across them and would

beconsidered“explorationareas”underTheValminCode.

Preliminary geological investigation in the form of mapping

and basic sampling of identifiable structures should be

conducted to assess the potential of these relatively

unexplored areas, although in some instances the small

size of the tenement will negate the potential somewhat.

F. Conclusions

Given the lack of certainty regarding the position of the

features identified from the various hard copy plans

(i.e. trench locations, rock chip locations etc), and the

common and sometimes significant errors that can be

introduced in trying to convert this information to digital

data, there is limited spatial confidence in the displayed

locations of these various features.

Together with this spatial uncertainty, there is some

question over the representativeness of the samples

collected and subsequently reported. This is due to a

lack of available detail on the method used to collect the

sample, a geological description of the zone sampled, and

the analytical method used to report the results. Anecdotal

evidence suggests that the sampling of the vein material

was generally not constrained just to the mineralised zone,

and may have included peripheral material considered

uneconomic. If this is the case it may be that the reported

grades from some of these samples are underestimating

the true grades of the mineralised zones.

Despite this, it is considered that the Project demonstrates

some potential to define economic concentrations of

mineralisation based on the historical production and

grades achieved. The use of modern, systematic exploration

techniques, together with accurate identification and

mapping of the vein structures should allow the generation

of exploration targets for subsequent investigation.


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II. BACkGROUND A. Project LocationThe Project is located in the Province of Camarines Norte, in the Bicol Region of the island of Luzon, Philippines(Figure 1) and is located approximately 300km east of the Philippine capital of Manila, and straddles the border of the two municipalities Paracale and Jose Panganiban.

Access to the Project is via concrete roads that have been constructed through most major towns and hence on to small dirt or gravel roads to access the individual tenement areas within the Project.

Topographically, the region is undulating and is characterised by rolling hills and mountains. Elevation is generally less than 250 metres above sea level (ASL) but ranges in the mountainous regions up to 775 metres. Access to the Project is more difficult during the wet season from July to November.


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Figure 1 - Project Location Plan


B. Project TenementsThe tenements which make up the Project cover an area of 2,227 hectares and are comprised of two separate sets of claims, being;

• Mineral Production Sharing Agreement Application(APSA)000322-V-CurrentlyheldbyNorthernIslandBuildersandDevelopmentCorporation(NIBDC);and

• Exploration Permit Application (EXPA) 000061-V - Currently held by Guidance ManagementCorporation (GMC).

Details of the individual tenements comprising these

applications are listed in Table 1 and displayed in Figure

2. No specific investigations have been made into the

current status of the tenements listed, nor in determining

thelegalownershiporrelationshipofeitherNIBDCorGMC

to the tenements as claimed, other than review of the

tenement applications against records publically available

from theMines andGeosciencesBureau,Department of

Environment and Natural Resources, Philippines (include

as reference).

C. Geography and VegetationThe Project area is situated in moderate hilly country, with elevations ranging between 50 and approximately 300 metresabovesealevel.Vegetationincludescoconuttrees,hardwood forest and by a lesser degree banana trees. Some areas have been cultivated by local subsistence farmers, and the area is sparsely and irregularly populated. Artisanal underground and alluvial mining is the significant driver of the local economy. The Malaguit River is the major drainage feature in the area and flows from the south to the north east.

D. ClimateThe Camarines Norte area is classified as having no dry season and with a very pronounced wet season. The average annual temperature is 27.3 degrees Celsius, with the coolest months being January and February, while the warmest is May. Camarines Norte is located within the zone of typhoon activity and is potentially seriously affected by these systems during the months from April to December.

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Table 1 – Tenement Details

OpeRaTOR TenemenT gROUp TenemenT ReFeRence

aRea(Ha)

DisTRicT/s

gUiDance managemenT cORpORaTiOn (gmc)

EXPA-000061-V

nORTHeRn isLanD bUiLDeRs anD DeveLOpmenT cORpORaTiOn (nibDc)

APSA-000322-V

Lot 1 332 Pinagbirayan

Lot 2 62 Malacbang

Lot 3 161 San Isidro/San Rafael

Lot 4 580 San Rafael

Lot 5 634 Santa Rosa Sur

Lot 6 9 Tawig

GMC1 374 Mangkasay/Tabas

GMC2 64 Maybato/Dalnac

GMC3 11 Tabas


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Figure 2 - Tenement Location Plan

III. REGIONAL GEOLOGY AND MINERALISATION A. Regional GeologyNumerous epithermal gold deposits are dispersed along the Philippine Archipelago. Geologically, the islands consist mainly of Cenozoic and Cretaceous arc systems developed on ophiolite and metamorphic basement. The epithermal gold deposits are predominately concentrated along the axes of late Cenozoic volcanic arcs. Stratigraphic associations indicate that during mineralisation the majority of the epithermal systems intersected a regional unconformity.

The Philippine archipelago is almost entirely contained within the Philippine Mobile Belt, a seismically activeand complex tectonic zone situated along the convergent Philippine Sea and Eurasian plate boundaries. Oblique convergence between these two plate boundaries is accommodated by subduction along the Philippine and Manila Trenches, as well as by strike-slip faulting along the Philippine Fault zone (PFZ). The Philippines’ largest and richest gold deposits tend to be located on or proximal to the Philippine fault zone, an extensive north - south trending sinistral strike-slip system.

The regional geology of northern Camarines Norte consists essentially of a large trondhjemite intrusive complex, known as the Paracale Trondhjemite, hosted within an ultramafic basement. The metamorphic basement comprises ophiolitic lithologies, consistent with the basement of volcanic arc complexes that have experienced tectonic and magmatic extension through several back arc basin processes (Figure 3).

The metamorphic rocks are mainly Mesozoic undifferentiated schists and quartzites. Stratigraphically, these are unconformably overlain by Cretaceous sediments including inter-bedded greywackes, arkoses, mudstones and limestones. A series of conglomerates, arkoses, carbonaceous (black) shales and limestones characterise the mid to upper Paleogene aged Universal Formation which rests unconformably on the Cretaceous sediments and is in turn overlain by the younger LarapVolcanics, asuccession of hydrothermally altered andesites.

The lower Miocene sedimentary rocks, comprising

conglomerate, shale and limestone covered by basaltic lava

flows, chert, breccia and tuffs, are the most predominant

and extensive unit in the area. A suite of diorite, dacite and

rhyolitic rocks intrude all of the older sequences. These

are of varying sizes and extent and occur as dikes, stocks

and necks. Contact metamorphism and in some cases

mineralisation is associated with these intrusives.

Another sequence of Miocene - Pliocene sedimentary

and volcanic rocks unconformably overlie the basaltic

lavas followed by Quaternary volcanics and alluvium, the

youngest rocks in the region.

To the south of the gold district is the 25 kilometre

long arcuate iron belt localised within the contact of

the sedimentary rocks and the Larap Volcanics. The

contact between the two units is a thrust plane, the

geometry of which suggests that perhaps the volcanics

were thrusted over the sediments. Hosted within andesite

and sedimentary rock units to the south of the iron belt is a

zone of base metal mineralisation.









calcite minerals and associated sulphides. It is likely

that the fractures developed during compressive stresses




mineralisation. The regional Panganiban - Malaguit shear




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Figure 3 – Regional Geology Map

B. Mineralisation

The Philippine archipelago hosts a large number of

gold ore bodies characterised by Cu-Au porphyry style

or epithermal style mineralisation. These two distinct

styles of mineralisation occur adjacent to each other

in several regions of the islands, usually dispersed

along or proximal to the PFZ. Gold districts adjacent

tothePFZincludetheBaguioDistrictinnorth-western

Luzon, the Paracale District in south-east Luzon and

the Eastern Mindanao Goldfields. Though the exact

relationship of the mineralisation to this fault has not

been ascertained, the distribution of ore mineralisation

associated with these styles of deposits may be

controlled by large permeable fracture networks. These

often provide pathways for magmatic and other fluids

to circulate around a cooling intrusion.






crustiform or open vugs and filled with base metal

sulphides. The distribution of gold in the vein systems is

highly irregular, although economic concentrations occur

in steeply plunging ore shoots.

If the narrow vein systems observed in the Paracale

Gold District are consistent with those found in Eastern

Mindanao (the Pacific Cordillera), which have a similar

geological setting, timing and style of mineralisation

and are also located proximal to the PFZ, then the best

mineralisation is yet to be discovered. Observations made

at the Co-O and Diwalwal projects in Eastern Mindanao

reveal a positive grade and thickness variation with depth.

BothMindanaomineshavenarrowveiningatsurface,and

consolidate at depth to form a thicker, 2 to 4 metre wide

vein, with grades from 25 g/t Au to 1000 g/t Au.


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Iv. NIBDC TENEMENT GROUP

CRL has provided BMGS with a preliminary exploration

strategyandbudgetcoveringalloftheNIBDCtenements.

It is understood from this broad strategy that CRL will

conduct regional scale surveys using geophysics to assist

with verification of vein structures, and identification of

potentially undiscovered features. This will be supported by

detailed surface mapping across the projects.

Potential targets identified from this work will be subsequently

tested by drilling and sampling at sufficient density to allow

the generation of resources aligned with JORC should

economic quantities of mineralisation be discovered.

This program is consistent with the exploration potential

for gold and the budget is considered sufficient to cover

the scope of work.

A. Lot 1

1. Geology and Mineralisation

The geology of the Lot 1 area comprises Cretaceous

greywacke schists unconformably overlain by Miocene

age volcanogenic sediments. Intruding this sequence is

a large Miocene diorite stock. The large, NNW striking,

regional Panganiban - Malaguit Shear Zone occurs along

the contact of the greywackes with the diorite.

2. Mining and Exploration History

Although there has been no previous mining on this

tenement, it appears to straddle the north eastern

boundary of the 25 kilometre long Iron Ore Belt. The

Pinagbirayan and San Felipe Iron mines are both proximal

to the tenement boundary and the Agusan Gold/Iron Mine

is situated on the southern tenement border. A number of

unnamed prospects have also been identified within the

tenement area targeting both iron and gold mineralisation.

Reconnaissance rock chip sampling work completed in

2006 by Guidance Management Corporation returned

anomalous gold, copper and silver values with gold assays

of between 0.14g/t - 22.12g/t. Details are included in

Table 2 and displayed in Figure 4. No details were recorded

providing geological descriptions of the samples.

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Sample ID Latitude Longitude Au (g/t) Ag (g/t) Cu (ppm) (Decimal) (Decimal)

PAR-01-06 14.23928 122.77594 3.40 5.70 2,737

PAR-01-07 14.23922 122.77494 0.64 18.00 8,104

PAR-01-08 14.23917 122.77483 5.05 10.00 1,279

PAR-23-1 14.24161 122.75925 16.67 10.50 5,271

PAR-23-2 14.24081 122.77514 22.12 15.20 4,439

PAR-23-3 14.24081 122.77514 0.14 0.30 311

PAR-23-6 14.23967 122.78975 0.83 123.40 14,402

PAR-23-7 14.23961 122.78756 5.59 24.10 7,512

PAR-29-02 14.23717 122.77381 12.69 2.80 367

PAR-29-03 14.23564 122.76528 4.61 5.70 1,340

Table 2 - Rock chip Sampling Results - Lot 1

3. Exploration Potential

There is anecdotal evidence that a number of iron

skarns are located on or near this tenement. This could

warrant further exploration. The area also has potential

Au, Ag and Cu mineralisation, particularly proximal to the

diorite contact and also within the Miocene sedimentary

sequence which is a host to gold mineralisation in the

Paracale Nacional region.

A. Lot 2


The tenement is comprised of Miocene aged volcanic

sedimentsconsistingprimarilyofBasalticlavaflowswhich

overly conglomerates and limestones. This sequence is

un-conformably overlain by Quaternary Alluvium to the

south. The basalt is not recognised as being particularly

prospective for mineralisation within the region.


From the information available it does not appear as

though there have been any commercial or artisanal style

mining operations within this tenement. One sample was

collected just north of this lease from within the Miocene

volcanics and it assayed 28.7g/t Au. However, it is not

known whether this sample was collected from a specific

feature or what rock type it represented.


The rock type is not particularly conducive to gold

mineralisation within the Paracale Mining District although

there are a few historical mine sites within the basalt to the

east of this tenement.


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Figure 4 - NIBDC Lot 1 - Gelogy and Sampling


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B. Lot 3


Locally, the lease comprises andesitic lava flows overlying

Cretaceous Marine sediments and overlain by Miocene

volcanogenic sediments. There are two large and relatively

continuous veins identified within the Lot 3 tenement, the

Virginia South and Pasacao South Veins. The position

of these veins is based on digitised interpretations of

scanned hard copy documents from historical mapping

programs. This process can commonly be associated with

significant errors between the true outcrop locations and

those depicted in subsequent maps and images.

TheVirginiaSouthVeinismappedashavingastrikelength

greater than four kilometres, however only approximately

1.5 kilometres lies within tenement boundary. The Pasacao

South Vein is the extrapolated strike extension of the

Pasacao vein present in Lot 4, with a mapped strike length

of approximately one kilometre. A splay off the Pasacao

SouthVein(potentiallytheSanIsidroVein),trending010°,

cross-cuts theVirginia SouthVein near the boundary of

the Lot 3 tenement and continues further north. Neither of

the two main veins appears to have had much work done

within the Lot 3 tenement however both are known to be

mineralised further north along strike in Lot 4.


Based on the information available there is no evidence

of formal commercial mining within the tenement. It is

likely however that various areas have been targeted by

artisanal miners given the commercial scale operations

conducted along these same features further to the north.

A program of test pit sampling was conducted to the

north of the tenement, with results for samples within the

tenement recording results not above 0.5g/t Au. Rock chip

sampling returned a maximum result of 4.6g/t Au.


Based on the mapped extent of the veins within the

tenement, their historical exploitation further north along

this extent, and the limited amount of work completed

to date, it can be surmised that there is potential for

economic mineralisation to exist within the tenement.

Identification of localised structural controls on

mineralisation will be important in focussing the initial

exploration activities given the significant strike component

of the identified vein features.

C. Lot 4


The area is almost entirely comprised of sediments

of the Universal Formation un-conformably overlain by

the volcanics of the Larap formation. The Panganiban -

Malaguit Shear Zone is located on the northern contact of

the Universal and Larap formations. Mineralisation in the

area is primarily hosted in sedimentary rocks rather than

the trondhjemite, and is represented by numerous veins.

The most significant of these veins in terms of historic

activityare theTumbaga,SanRafael,VallejoandManila.

Most veins generally trend 010°-040°, however the

Torres and Pittsburg veins appear to be orthogonal to this

direction, trending between 310°-340°, with the Manila

andVallejoveinsnorthernlimitinterpretedtoterminateat

the Torres vein (Figure 5).

The accurate location of these veins is difficult to confirm

as they have been interpreted from historical hard copy

maps and descriptions provided in various historical

reports. Therefore the displayed locations of these veins

reflect interpreted locations and need to be verified via the

use of survey controlled surface mapping.


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There are two significant historical mining operations

located within the Lot 4 tenement; the Paracale Nacional,

and Tumbaga Consolidated mines. The Paracale Nacional

minesite is situated inbetween theVallejoandManila

veins and targeted these two structures for its production,

which occurred prior to the Second World War. These two

veins were developed for 3,000 metres and reportedly

shipped a total of 22,500 tons at 13.4 g/t Au for

milling at North Camarines Mining Customs Mill during

the period 1939 to 1940. At Tumbaga there exist

large concrete foundations from previous processing

operations in the area.

A significant amount of surface exploration has occurred

across the tenement comprised of rock chip sampling,

trenching, mapping and drilling. In addition underground

sampling has been completed from historical drives.

This exploration work is focused on the mapped

outcrop of numerous mineralised vein structures

across the tenement.


The Manila and Vallejo veins within the Paracale

Nacional area have significant historic production and

also demonstrate potential for identification of additional

resources, with the veins producing historical head grades

of greater than 12g/t Au. In addition the Tumbaga and San

Rafael veins have also demonstrated that they can host

economic quantities of mineralisation. Numerous other

veins have been identified within the tenement occupying

a similar structural setting as those exploited in Paracale

Nacional and Tumbaga Consolidated operations.


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44 Cape Range 2011

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Figu

re 5

– N

IBDC

Lot

3 a

nd 4

– G

eolo

gy a

nd S

ampl

ing

show

ing

Hist

oric

al M

inin

g Lo

catio

ns


SECTION 7

Cape Range 2011 45

Cape Range LTD

D. Lot 5


The Paracale Trondhjemite and surrounding ultramafic

basement rocks take up nearly this whole tenement.

There is a small corner of sediments juxtaposed against

and separated from the ultramafic sequence by the

Panganiban - Malaguit Shear Zone.

The majority of veins within this area, known as the

Johnson area (Figure 6), are named based on their

distance from an arbitrary point; 100 Series, 400-500

Series, and the 900 Series. Most of the mineralised veins

are hosted within the trondhjemite itself with the exception

of the La Fortuna vein which transects the ultramafic

contact and extends into the trondhjemite unit. The

rheological response to deformation of these very different

rock units may explain the different strike direction of this

vein compared to the 100, 400-500 and 900 Series veins.

There is anecdotal evidence suggesting that the highest

gold grades occur on the contact of the ultramafic rock

with the trondhjemite. If this is true then this lease has

much potential.


Three of the veins within the 400-500 Series, namely

430E, 560E and 590E veins, were mined underground

for 70-135 metres, however only the 590E vein yielded a

mineable block aggregating 16 metres long over a width

of 0.7 metres at a grade of 5.1g/t. In total 11 diamond

holes have been drilled from the surface, and a further

two holes drilled from underground for a total of 2,488m.

Drill holes generally retuned quartz intervals down hole in

the order of 0.1 to 1m in width with grades in the order

of less than 5g/t. One sample from the 900 Series veins

returned a result of 12.3g/t over 0.4 metres.


The lithostratigraphic associations and structural elements

present in the Lot 5 tenement suggest this area could be a

significant exploration target. The geological environment

is particularly amenable to mineralisation considering that

historically, the north east trending vein systems within the

Trondhjemite are the dominant gold mineralisation host in

the region. In addition, the main shear zone (PFZ) conduit is

proximal, there is a competency contrast formed between

the intrusive trondhjemite and the ultramafic rocks and

several small extensional veins have formed and have

possibly been reactivated during the Miocene orogeny

within which gold mineralisation took place. Previous

authors have also suggested that the trondhjemite/

ultramafic contact hosts the highest gold grades.

The area in the north east of this tenement appears

relatively unexplored. The geology of this area is also

prospective, particularly if the north east trending

structures can be located. La FortunaVein to the south

appears to be hosted within the ultramafic rocks. The

potential of this to host economic mineralisation should be

investigated further.


SECTION 7

46 Cape Range 2011

Cape Range LTD

Figu

re 6

– N

IBDC

Lot

5 –

Geo

logy

and

Sam

plin

g


SECTION 7

Cape Range 2011 47

Cape Range LTD

E. Lot 6 1. Geology and Mineralisation

The geology of this tenement is consistent with that

described for Lot 5.


Basedontheinformationavailablethereisnoevidence

of any formal mining within the tenement. In addition no

data has been presented regarding exploration activities

within this tenement.


While the La Fortuna vein is mapped as extending through

this tenement, the limited size of the tenement would

likely preclude the identification of any commercially viable

tonnages of potential gold resources.

v. GMC TENEMENT GROUPCRL has provided BMGS with a preliminary exploration

strategyandbudgetcoveringalloftheNIBDCtenements.

It is understood from this broad strategy that CRL will

conduct regional scale surveys using geophysics to assist

with verification of vein structures, and identification of

potentially undiscovered features. This will be supported

by detailed surface mapping across the projects.

Potential targets identified from this work will be subsequently

tested by drilling and sampling at sufficient density to allow

the generation of resources aligned with JORC should

economic quantities of mineralisation be discovered.

This program is consistent with the exploration potential

for gold and the budget is considered sufficient to cover

the scope of work.

A. GMC1 1. Geology and Mineralisation

This is the most significant of the GMC tenements and

is principally composed of Quaternary alluvium overlying

diorite and ultramafic basement. The regional Panganiban

- Malaguit shear zone effectively dissects the tenement,

trending west to east and represents a potential pathway

for fluid mobilisation, with all of the four veins identified in

the area intersecting this shear.

The four veins identified on this lease are the Tabas

1, 2, and 3 veins, and the Manning 2 Vein. The Tabas

1 and Tabas 3 veins show a similar trend of 040°,

with the Manning 2 vein slightly more northerly on

average,trending010°.TheTabas2veinhowevertrends

approximately330°andcouldbeinterpretedasalinking

structure for Tabas 1 and Tabas 3 veins.


There are a number of historic mines within or immediately

adjacent to the area. The Golden River and Mangkasay

mines are located on the southern limit of the tenement,

while the Tabas Fe mine is adjacent to the northern limit

of the Tabas 2 vein, and likely represents skarn style

mineralisation.

Rock chip sampling conducted across the tenement has

netted results up to 46.65 g/t Au, with other samples

returning elevated silver and copper assays (Table 3).


From the mapped locations of the veins within the

tenement, and the trend of rock chip sampling parallel

and offset to these veins, the potential exists that

a previously unmapped mineralised feature may exist

(Figure 7). The indicated presence of this feature should

be followed up with a mapping program to define the

extent and consistency of the vein, as well as to collect

further samples. The other veins should also be sampled

in order to assess the likely grade ranges of any potential

mineralisation, together with a broad mapping program to

investigate if similar parallel structures may be present.


B. GMC2 1. Geology and Mineralisation

The area is principally composed of volcanogenic sediments to the west and Quaternary alluvium to the east, with a minor component of andesitic lavas to the south. There is no evidence of mineralisation within the tenement.


Basedontheinformationavailablethereisnoevidenceofanyformal mining within the tenement. In addition no data has been presented regarding exploration activities within this tenement.


While the volcanogenic sediments are hosts of the majority of the mineralised veins across the Tumbaga region, there is no information to suggest that potentially economic mineralisation may exist within this tenement. In addition its restricted size will make definition of material of suitable scale to be economically extracted difficult without securing access to adjacent tenure.

B. GMC3 1. Geology and Mineralisation

Regional mapping indicates that this tenement lies wholly within

the Cretaceous ultramafic basement. No mineralised structures

are identified as passing through this area, with the closest

identified vein structure being theDelengkiveVeinwhich lies

approximately 600 metres to the west of the tenement.


Basedontheinformationavailablethereisnoevidenceofany

formal mining within the tenement. In addition no data has been

presented regarding exploration activities within this tenement.


There is little historical evidence of the potential to host

mineralised features within this tenement. In addition the

limited size of the tenement will restrict the ability to define

a resource significant enough to be economic.

Sample ID Latitude (Decimal) Longitude (Decimal) Au (g/t) Ag (g/t) Cu (ppm)

PAR-24-01 14.24506 122.81553 0.67 8.10 2,491

PAR-24-02 14.24506 122.81553 0.03 0.60 718

PAR-24-07 14.24514 122.81672 0.70 11.10 408

PAR-24-08 14.24431 122.81806 0.70 57.30 1,579

PAR-24-09 14.24431 122.81806 5.45 26.10 578

PAR-24-10 14.24431 122.81806 0.24 3.50 1,643

PAR-24-11 14.24431 122.81806 5.91 103.10 2,474

PAR-26-01A 14.24272 122.82508 8.68 51.30 523

PAR-26-01B 14.24272 122.82508 0.35 3.70 101

PAR-26-02 14.24344 122.82567 12.30 26.30 688

PAR-26-03 14.24375 122.82606 46.65 128.80 1,112

PAR-26-04 14.24247 122.82436 3.68 3.30 1,183

PAR-26-05A 14.25597 122.82056 0.07 5.40 493

PAR-28-04C 14.24739 122.82889 5.81 2.00 2,176

Table 3 – Rock chip Sampling Results – GMC1

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48 Cape Range 2011

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Cape Range 2011 49

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Figure 7 – GMC Tenure – GM

C 1 – Sampling and Prospectivity


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50 Cape Range 2011

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vI. SUMMARY AND CONCLUSIONS

BMGS considers the tenements CRL are investigating

to vary between “exploration areas” for those areas

with limited or no recorded data, through to “advanced

exploration areas” (as defined in Valmin Code, clause

D20), having undergone considerable exploration resulting

in identification of specific targets, and with historical

mining production having been recorded.

DocumentsprovidedtoBMGSduringthedevelopmentof

this IGR summarised potential mineral resources for each

of the areas and major identified veins. These resources

were not discussed in this report as in the opinion of the

Author they are based on limited or inadequate data, and

broad geometries and assigned grades, and therefore

do not meet the requirements for reporting of mineral

resources as defined by JORC.

In order to generate sufficient confidence in the resource

to support classification under JORC, a detailed and

systematic exploration program would be required. This

may include accurate surface mapping and targeted

surface sampling, and may be supported by strategic

drilling and sampling. The collection of bulk samples would

be effective in increasing confidence in the estimate of

gold grades given the highly variable distribution of gold

within this style of mineralisation, whereby standard

sampling may return unrepresentative results.

One of the primary difficulties observed in compilation

of this report was confidently determining the accurate

location the mineralised veins. The locations of the veins

have generally been created from the digitising of scanned

or transcribed images, and sometimes from hand drawn

maps. This process is considered to have the potential to

introduce significant errors in the final mapped position of

the veins. In addition there is also some inconsistency with

the names given to the veins, with different generations of

work referring to the same vein interchangeably.

This lack of confidence in the spatial location of the

veins should be addressed via a comprehensive, survey

controlled, surface geology mapping program. This would

include routine and regular sampling of the veins along

strike, together with detailed descriptions. This would

support the targeting of future exploration work.

A. NIBDC Tenement Group

Themostpromisingof theNIBDCtenementsareLots3,

4 and 5. These tenements contain either historical mines

or extensive exploration history including trial mining and

diamond drilling, and would be described as “advanced

explorationareas”asdefinedbyValminCode.

The Lot 3 area contains two extensive veins; Virginia

South and Pasacao South. Some historical details of

drilling conducted in the area suggest intercepts in the

northern part of up to 10g/t Au, however for the reasons

previously described it is difficult to verify the spatial

accuracy of this data.

WithinLot4theManilaandVallejoveins intheParacale




operations. It is recommended that CRL investigate the

potential to acquire the strip of land between Lots 3 and 4,

as it is likely that the mineralisation seem in the Tumbaga

and San Rafael veins within Lot 4 extend into this strip.

The lithostratigraphic associations and structural elements

present in the Lot 5 tenement suggest this area could be

a significant exploration target. The geological environment

is particularly amenable to mineralisation considering that

historically, the north east trending vein systems within

the Trondhjemite are the dominant gold mineralisation

host in the region. In addition, the main shear zone (PFZ)

conduit is proximal, there is a competency contrast formed


SECTION 7

Cape Range 2011 51

Cape Range LTD

between the intrusive trondhjemite and the ultramafic

rocks and several small extensional veins have formed

and have possibly been reactivated during the Miocene

orogeny within which gold mineralisation took place.

The remaining Lots 1, 2 and 6 could be defined “exploration

areas” and are considered less prospective. The size of the

tenements would make identification of economically

viable quantities of mineralised material very difficult.

If, following preliminary surface mapping and sampling,

potential targets were generated, CRL should investigate

options to increase its tenure in these areas.

B. GMC Tenement Group

The most prospective of these tenements is GMC 1,

with four separate veins identified on the tenement, and

historical mines nearby. Previous work appears to have

targeted an unidentified structure, with the trend of

samples taken appearing to run parallel to Tabas 1 and

Tabas 3 veins, possibly representing a repetition of these

veins. The presence of the large regional shear is also

promisingasasource for fluid interaction.Basedon the

sampling conducted across this area, and the identification

of what could potentially be a previously unmapped

mineralised structure, the area could be described as an

“advanced exploration area”.


far less historical work completed across them. Preliminary

geological investigation in the form of mapping and basic

sampling of identifiable structures should be conducted to

assess the potential of these relatively unexplored areas,

although in some instances the small size of the tenement

will negate the potential somewhat.

vII. PRINCIPAL SOURCES OF INFORMATION

AusIMM, 1998.

Code and Guidelines for Technical Assessments and/or

Valuation of Mineral and Petroleum Assets and Mineral

and Petroleum Securities for Independent Expert Reports

(TheValminCode) Issued2005.Australasian Institute of

Mining and Metallurgy, Melbourne, Australia.

Andam,B.V.1986.

SummaryReportontheParacaleGoldProjectofBenguet

Corporation, Jose Panganiban and Paracale, Camarines

Norte,Philippines.BenguetCorporation.

Blundell,J.Neubauer,F.VonQuadt,A.(Eds)2002.

The Timing and Location of Major Ore Deposits in an

Evolving Orogen. Geological Society Special Publication

204. The Geological Society Publishing House: London.

Diaz, J.S. 1985.

Property Evaluation Report, Paracale Nacional Gold Mine.

Mapleson. D. 2009.

Guidance Management Corporation, Philippines Visit.

Internal Report.

Mitchell.A.H.G.,andBalce.G.R.1990.

Geological features of some epithermal gold systems,

Philippines. Journal of Geochemical Exploration. Volume

35.ElsevierB.V.

Motton, N. 2009.

A Mineral Exploration Review of the Paracale Tenements in

Camarines Norte, Philippines. Mineral Agencies Australia

Pty Ltd. Internal Report.

Mines and Geosciences Bureau, Department of

Environment and Natural Resources, Philippines.


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52 Cape Range 2011

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vIII. GLOSSARY OF TECHNICAL TERMS

alluvium Sediment transported and deposited by

running fresh water.

andesite A dark grey volcanic rock.

anomalous A geological, geochemical or geophysical

feature which is different from the general

surrounds, and may be of potential

economic value.

arkose A detrital sedimentary rock, specifically

a sandstone containing at least 25%

feldspar.

barangay The smallest local government unit in the

Philippines.

basalt A dark coloured, volcanic igneous rock,

with less than about 52 weight percent

silica (SiO2) and composed of minerals

that are relatively rich in iron and

magnesium.

basement Any rock below sedimentary rocks or

sedimentary basins that is metamorphic

or igneous in origin.

base metal Any of the more common and more

chemically active metals, e.g. lead, copper,

tin zinc.

breccia A coarse grained rock, composed of

angular, broken rock fragments held

together by a mineral cement or a fine

grained matrix.

Cenozoic A reference to a geological time period

representing approximately the last 63

million years.

conglomerate A rock consisting of individual clasts

within a finer grained matrix that have

become cemented together.

Cretaceous A reference to a geological time period

representing approximately from 135 to

63 million years ago.

epithermal A hydrothermal mineral deposit formed

within about one kilometre of the Earth’s

surface and in the temperature range of

50-200 degrees Celsius, occurring mainly

as veins.

exploration The search for economic deposits and

establishing their nature, shape, and

grade, by applying geological surveys,

geophysical prospecting, drill holes and

trial pits, adits or tunnels.

fault Faults are fractures or fracture zones in

the Earth’s crust along which one side

moves with respect to the other.

fold A curved or angular shape of an originally

planar geological surface.

grade The relative quantity or the percentage of

ore-mineral or metal content in an ore body.

greywacke A dark coloured, poorly graded argillaceous

sandstone.

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hydrothermal Relating to emanations of hot water that

are rich in minerals, or to the rocks that

formed from them.

intrusive A mass of igneous rock that, while molten,

was forced into or between other rocks.

JORC An acronym for Joint Ore Reserves

Committee. The Code has been adopted

by the Australasian Institute of Mining and

Metallurgy (AusIMM) and the Australian

Institute of Geoscientists (AIG), and is

binding on their respective members. It

is endorsed by the Minerals Council of

Australia and the Securities Institute of

Australia. The Code has been adopted

by and included in the listing rules of

the Australian (ASX) and New Zealand

(NZX) Stock Exchanges, the purpose of

which is to set the regulatory enforceable

standards or a Code of Practice for the

reporting of Exploration Results, Mineral

Resources and Ore Reserves.

limestone A sedimentary rock consisting mainly of

calcium that was deposited by the remains

of marine animals.

magmatic In respect to magma, the molten matter

within the earth and the source of the

material of lava flows.

Mesozoic A geological time period representing form

230 to 63 million years ago.

metamorphic A rock that has been changed from its

original form by subjection to heat and/or

pressure.

mineral A naturally occurring inorganic element or

compound with an internal structure and

chemical composition, crystal form, and

physical properties.

mineralisation The process by which a mineral is

introduced into a rock, forming a valuable

or potentially valuable deposit.

mudstone A fine grained sedimentary rock whose

original constituents were clays or muds.

ophiolite A section of the Earth’s oceanic crust and

the underlying upper mantle that has been

uplifted or emplaced to be exposed within

continental crustal rocks.

outcrop The total area over which a particular rock

unit occurs at the surface.

porphyry An igneous rock of any composition that

contains conspicuous phenocrysts in a

fine grained groundmass.

proximal Nearest to a point of reference, with the

opposite term being distal.

Paleogene A geological time which began approximately

63 million years ago and ended approximately

23 million years ago, and represents the first

part of the Cenozoic Era.

quartz A hard mineral, of many colours and

varieties, composition SiO2.

regional Extending over large areas.

schist Any metamorphic rock that can be split

into thin layers.

sediment Solid fragmental material derived from

weathered rocks and transported

or deposited by air, water, or ice, or

accumulates by chemical precipitation or

secretion by organisms, forming layers of

the surface at ordinary temperatures in

a loose, unconsolidated form; e.g. sand,

gravel, silt, mud, alluvium.

shear zone A zone of ductile deformation between two

(relatively) undeformed blocks that have

suffered relative shear displacement; the

ductile analogue of a faulty.

shoot An elongated body, generally of higher

grade, within a vein or lode.

sinistral Refers to the horizontal movements of

blocks on either side of a fault or the

sense of movement within a shear.

splay A small fault diverging at the extremities of

a major fault, typically associated with rifts.

stratigraphy The spatial ordering of geological layers

or strata whereby one layer is laid down

upon the previous layer in an orderly

progression through time.

strike The direction of a horizontal straight line constructed on an inclined planar surface, at a direction of 90 degrees from

the true dip direction.

structure The larger features of rock formations, like

bedding, flow banding, unconformities,

dips, folds, faults, jointing, cleavage and

brecciation.

subduction A geological process in which one edge

of a crustal plate is forced sideways

and downward into the mantle below

another plate.

sulphide A mineral compound characterised by

the linkage of sulphur with a metal or

semimetal e.g. galena PbS, or pyrite FeS2.

tectonic The geological processes by which rocks

are deformed and that produce features

of the Earth’s crust.

trondhjemite A light coloured intrusive igneous rock.

It is a variety of tonalite in which the

plagioclase is mostly in the form of

oligoclase, and may also be called

plagiogranites.

The valmin Code for the Technical Assessment and

Code Valuation of Mineral and Petroleum

Assets and Securities for Independent

Experts Reports.

ultramafic An igneous rock with no free quartz and

generally very little feldspar.

volcanic Rock derived from volcano.


SECTION 7

54 Cape Range 2011

Cape Range LTD

Independent Accountant's Report8

The Directors

Cape Range Limited

3/28BelmontAvenue

BELMONTWA6104

INDEPENDENT ACCOUNTANT’S REPORT

Introduction

This Independent Accountant’s Report ("Report”) has been

prepared by Pro Count Pty Ltd (“Pro Count”) at the request

of the Directors of Cape Range Limited (“the Company” or

“Cape Range”), for inclusion in a prospectus to be lodged

with the Australian Securities and Investment Commission

(“ASIC”) on or around 29 June 2011.

The Prospectus will offer up to 30,000,000 fully paid

ordinary shares (“Shares”), at an issue price of $0.20

each to the general public, to raise up to $6,000,000

(“the Offer”).

Basis of Preparation

The Report, which is not an audit, has been prepared

to provide investors with information on the statement

of financial position of Cape Range and Camarines

Mining Pty Ltd (“CMPL”) and the pro-forma consolidated

statement of financial position Appendix 2. The historical

and pro-forma financial information is presented in an

abbreviated form, insofar as it does not include all of the

disclosures required by Australian Accounting Standards

applicable to annual financial reports, in accordance with

the Corporations Act 2001.

This Report does not address the rights attaching to the

Shares to be issued in accordance with the Prospectus,

the risks associated with the investment, nor form the

basis of an expert’s opinion with respect to a valuation

of the Company or a valuation of the share issue pricing.

Pro Count has not been requested to consider the

prospects for the Company nor the merits and risks

associated with becoming a shareholder and accordingly,

has not done so, nor purports to do so. Pro Count

accordingly takes no responsibility for those matters or

for any matter or omission in the Prospectus, other than

responsibility for this Report. Risk factors are set out in

Section 10 of the Prospectus.

37 Colin Street, WEST PERTH WA 6005Telephone: (08) 9321 5445 Facsimile: (08) 6210 1517

[email protected]

PRO COUNT PTY LTD ATF The GUY FAMILY TRUSTABN26721067644

Liability limited by scheme approved under Professional Standards Legislation

SECTION 8

Cape Range 2011 55

Cape Range LTD


Independent Accountant's Report

Background

Cape Range is an Australian public company listed

on the Australian Securities Exchange Limited (“ASX”).

The Company has historically focused on information

technology, telecommunications investments and

exploration activities.

Cape Range is an Australian public company listed

on the Australian Securities Exchange Limited (“ASX”).

The Company has historically focused on information

technology, telecommunications investments and

exploration activities.

On 15 February 2011, the Company announced to the

ASX that it had entered into Heads of Agreement (“HOA”)

with the shareholders of CMPL (“the vendors”), for the

acquisition of CMPL which has the rights to the Camarines

Norte Gold project (“Project”), located in the Camarines

Norte province in the Philippines. On 30 May 2011, a

Share Sale Agreement (“SSA”) was entered into which

replaced and superseded the HOA.

The acquisition of CMPL, includes the acquisition of a

Philippines registered, wholly owned subsidiary of CMPL,

Geomin Resources Asia Inc (“Geomin”).

The SSA is structured with an initial consideration for the

acquisition of CMPL and additional consideration payable

on the achievement of performance based milestones.

Step 1: Under the SSA, Cape Range can acquire 100%

of the issued capital of CMPL through the

following cash payment and issue of equity:

a) Cash payment of $1,000,000;

b) the issuing of 20,000,000 fully paid Cape

Range shares;

c) the issue of 10,000,000 Cape Range options

with an exercise price of 25 cents and

expiring 31 March 2015.

Step 2: Should a JORC inferred resource of 500,000

ounces of gold be delineated at the Project, then the

following additional consideration will be paid:

a) Cash Payment of $1,000,000;

b) The issuing of 12,500,000 fully paid Cape

Range shares;

c) The issuing of 6,250,000 Cape Range

options with an exercise price of 25 cents

and expiring 31 March 2015.

Step 3: Should a JORC inferred resource of 1,000,000

ounces of gold be delineated at the Project, then the

following additional consideration will be paid:

a) Cash payment of $1,000,000;b) The issuing of 12,500,000 fully paid Cape

Range shares;c) The issuing of 6,250,000 Cape Range

options with an exercise price of 25 cents and expiring 31 March 2015.

SECTION 8

56 Cape Range 2011

Cape Range LTD



Step 4: IftheCompanycompletesaBankableFeasibilityStudy, in relation to the project then the following consideration will be paid:

a) Cash payment of $5,000,000

b) The issuing of 30,000,000 fully paid Cape

Range shares;

c) The issuing of 15,000,000 Cape Range

options with an exercise price of 30 cents

and expiring at the later date of 12 months

after the expiry of any restriction imposed by

the ASX on the shares issued under “step 4”

or 31 March 2016.

Should the project commence production, a royalty at a

rate of 2.75% of Net Gold Smeltering Revenue derived

from the project.

For the purpose of this report only the transactions related

to “Step 1” have been considered due to the uncertainties of

the achievement of the milestones required in Steps 2 to 4.

Scope of Report

Pro Count has been requested to:

(a) report whether anything has come to our attention

which would cause us to believe that the historical

financial information disclosed in the appendices

to this report is not fairly presented in accordance

with generally accepted accounting principles

as applied in Australia for reporting on financial

information in a public offer document; and

(b) report whether anything has come to our

attention which would cause us to believe that the

pro-forma financial information disclosed in the

appendices to this report is not properly drawn up

in accordance with the basis of preparation and

assumptions set out therein and with generally

accepted practice as applied in Australia for

presenting pro-forma financial information in a

public offer document.

The report was carried out covering the following financial

information:

• Cape Range’s audited Statement of Comprehensive

Income for the 12 Months ended 31 December 2010;

• Cape Range’s audited Statement of Financial

Position as at 31 December 2010;

• CMPL’sun-auditedBalanceSheetasat30April2011;

• Geomin’s un-audited Statement of Income for the

period ended 30 April 2011;

• Geomin’sun-auditedStatementofFinancialPosition

as at 30 April 2011;

• Thepro-formaStatementofFinancialPositionasat

30 April 2011, adjusted to include the funds being

raised by the Prospectus and the completion of

transactions referred to in this report.

SECTION 8

Cape Range 2011 57

Cape Range LTD



The historical financial information set out in the appendices

to this report has been extracted from the financial

statements of the Company for the 12 months ended 31

December 2010. The audit of these financial statements

was conducted by Cape Range’s external auditor. A review

or audit of the accounts for CMPL and Geomin for the period

ended 30 April 2011, has not been conducted. Pro Count

has not conducted a review or audit of any of the accounts

for the respective companies.

Cape Range, CMPL and Geomin (as applicable) have

prepared, and are responsible for, the historical and pro-

forma financial information included in the appendices to

this report.

Pro Count has not audited the financial statements of Cape

Range, CMPL or Geomin and has conducted its review of the

historical financial information in accordance with Auditing

and Assurance Standard ASRE 2405 “Review of Historical

Financial Information other than a Financial Report”. We

made such inquiries and performed such procedures as we,

in our professional judgement, considered reasonable in the

circumstances, including:

• enquiryofdirectors,managementandothers;

• areviewofcontractualarrangements;

• areviewofworkpapers,accountingrecordsand other documents.

The review procedures were substantially less in scope than

an audit examination or review conducted in accordance

with generally accepted auditing standards. We have not

performed an audit or review in accordance with generally

accepted auditing standards and, accordingly, we do not

express an audit opinion.

The review was limited primarily to an examination of the

historical financial information, the pro-forma financial

information, analytical review and discussions with the

directors of Cape Range. A review of this nature provides

less assurance than an audit, accordingly, this report does

not express an audit opinion on the historical and pro-forma

financial information included in the appendices to this

report or elsewhere in the Prospectus.

Statement on Historical Financial Information

Opinion

Rehabilitation provision

No provision has been recognised for any rehabilitation

provisions that the Company and or its subsidiaries may

be required to comply with. It was impracticable for Pro

Count to quantify the effects of any such requirements on

the financial statements.

Conclusion

Basedonour review,whichwasnotanaudit,except for

the effects and possible effects of the matters described in

the above paragraphs, 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

Company for the twelve months ended 31 December

2010 or the financial position as at 31 December 2010

or in the case of CMPL and its controlled entities, the 10

month period ended 30 April 2011 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.

SECTION 8

58 Cape Range 2011

Cape Range LTD



SECTION 8

Cape Range 2011 59

Cape Range LTD


Statement of Pro-forma Financial Statement

Basedonourreview,whichwasnotanaudit,nothinghas

come to our attention which would cause us to believe

the pro-forma financial information does not present fairly

the financial position of the Consolidated Group, being the

Company and all controlled entities, as at 30 April 2011.

In accordance with the measurement and recognition

requirements (but not all 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.

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 Consolidated

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.

Independence

Pro Count does not have any interest in the outcome of the

Offer, other than in connection with the preparation of this

Report for which normal professional fees will be received.

Pro Count was not involved in the preparation of any part of

the Prospectus, and accordingly, makes no representations

or warranties as to the completeness and accuracy of any

information contained in any part of the Prospectus.

Pro Count consents to the inclusion of this Report in the

Prospectus in the form and content in which it is included.

At the date of this Report, this consent has not been

withdrawn.

Yours faithfully

MILES GUY

M Com (PA) MIPA, MAICD

28 June 2011

cape RangeaUDiTeD FOR THe

yeaR enDeD31 Dec 2010

$

cmpL cOnsOLiDaTeD

Un-aUDiTeD FOR THe 10 mOnTH peRiOD

enDeD30 apRiL 2011

$Continuing operations Other income 37,819 -

Impairment on loans (1,009,858) -

Share registry fees (18,629) -

Accounting fees (83,945) -

Consultants fees (1,329,474) -

Legal and professional fees (67,021) -

Directors’ fees (274,209) -

Other expenses (536,974) -

Loss before income tax benefit (3,282,291) - Income tax benefit -

neT LOss FOR THe yeaR (3,282,291) - TOTaL cOmpReHensive LOss FOR THe peRiOD aTTRibUTabLe TO THe OwneRs OF THe cOmpany (3,282,291) -

appenDix 1 - sTaTemenT OF cOmpReHensive incOme

SECTION 8

60 Cape Range 2011

Cape Range LTD




SECTION 8

Cape Range 2011 61

Cape Range LTD


cape Range 31 Dec 2010

$

cmpLcOnsOLiDaTeD30 apRiL 2011

$

cURRenT asseTs

Cash and equivalents 4 95,940 6,513 5,241,453

Trade and receivables 5 539,026 403,587 29,551

Financial assets 136,986 - 136,986

771,952 410,100 5,407,990

nOn cURRenT asseTs

Property, plant & equipment 28,081 - 28,081

Exploration Property - 1,325,814 6,544,714

Intangible assets - 599 599

28,081 1,326,413 6,573,394

TOTaL asseTs 800,033 1,736,513 11,981,384

cURRenT LiabiLiTies

Trade and other payables 6 887,523 1,004,036 381,559

Loans 7 136,986 - -

1,024,509 1,004,036 381,599

nOn cURRenT LiabiLiTies

Loans - 731,377 465,301

- 731,377 465,301

TOTaL LiabiLiTies 1,024,509 1,735,413 846,860

neT asseTs (224,476) 1,100 11,134,524

Equity 8 6,085,079 1,100 16,130,079

Reserves 9 54,000 - 1,518,000

Accumulated losses 10 (6,363,555) - (6,513,555)

(224,476) 1,100 11,134,524

appenDix 2 - sTaTemenT OF FinanciaL pOsiTiOn

pRO-FORmacOnsOLiDaTeD

gROUp30 apRiL 2011

$nOTe


Appendix 3 - NOTES TO THE STATEMENT OF COMPREHENSIvE INCOME AND STATEMENT OF FINANCIAL POSITION

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the

preparation of the historical information included in this

Report have been set out below.

Basis of preparation

The historical financial information has been prepared in

accordance with the recognition and measurement, but

not all the presentation and disclosure requirements of

the Australian equivalents to the International Financial

Accounting Standards (“A-IFRS”), other authoritative

pronouncements of the Australian Accounting Standards

Board, Australian Accounting Interpretations and the

Corporations Act 2001.

The financial report has been prepared on the basis of

historical cost. All amounts are presented in Australian

dollars, unless otherwise noted.

Compliance with A-IFRS ensures that the financial

statements and notes of the Company and the Consolidated

Group comply with International Financial Reporting

Standards (‘IFRS’).

Critical accounting judgments and key sources of

estimation uncertainty

In the application of the Consolidated Group’s accounting

policies, management is required to make judgments,

estimates and assumptions about carrying values of assets

and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are

based on historical experience and other factors that are

considered to be relevant. Actual results may differ from

these estimates.

The estimates and underlying assumptions are reviewed

on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised

if the revision affects only that period, or in the period of

the revision and future periods if the revision affects both

current and future periods. Refer to note 2 for a discussion

of critical judgements in applying the entity’s accounting

policies, and key sources of estimation uncertainty.

The following significant accounting policies have been

adopted in the preparation and presentation of the

financial report:

(a) Basis of consolidation

The consolidated financial statements incorporate

the financial statements of the Company and

entities controlled by the Company (its subsidiaries)

(referred to as ‘the Consolidated Group’ in these

financial statements). Control is achieved where

the Company has the power to govern the financial

and operating policies of an entity so as to obtain

benefits from its activities.

The results of subsidiaries acquired during the

period are included in the consolidated income

statement from the effective date of acquisition, as

appropriate.

Where necessary, adjustments are made to the

financial statements of subsidiaries to bring their

accounting policies into line with those used by

other members of the Consolidated Group.

All intra-group transactions, balances, income and

expenses are eliminated in full on consolidation. In the

separate financial statements of the Company, intra-

group transactions (‘common control transactions’)

are generally accounted for by reference to the

existing (consolidated) book value of the items.

SECTION 8

62 Cape Range 2011

Cape Range LTD



Where the transaction value of common control

transactions differ from their consolidated book

value, the difference is recognised as a contribution

by or distribution to equity participants by the

transacting entities.

(b) Goods and services tax

Revenues, expenses and assets are recognised net of

the amount of goods and services tax (GST), except:

i. where the amount of GST incurred is not

recoverable from the taxation authority, it is

recognised as part of the cost of acquisition of

an asset or as part of an item of expense; or

ii. for receivables and payables which are

recognised inclusive of GST.

The net amount of GST recoverable from, or

payable to, the taxation authority is included

as part of receivables or payables.

The net amount of GST recoverable from, or payable

to, the taxation authority is included as part of

receivables or payables.

(c) Revenue

Revenue is measured at the fair value of the

consideration received or receivable.

Interest revenue

Interest revenue is accrued on a time basis, by

reference to the principal outstanding and at the

effective interest rate applicable, which is the rate

that exactly discounts estimated future cash receipts

through the expected life of the financial asset to

that asset’s net carrying amount.

(d) Share-based payments

Equity-settled share-based payments with employees

and others providing similar services are measured

at the fair value of the equity instrument at the grant

date.FairvalueismeasuredbyuseofaBlackScholes

model. The expected life used in the model has been

adjusted, based on management’s best estimate, for

the effects of non-transferability, exercise restrictions,

and behavioural considerations.

Equity-settled share-based payment transactions

with other parties are measured at the fair value

of the goods and services received, except where

the fair value cannot be estimated reliably, in which

case they are measured at the fair value of the

equity instruments granted, measured at the date

the entity obtains the goods or the counterparty

renders the service.

(e) Income tax

Current tax

Current tax is calculated by reference to the amount

of income taxes payable or recoverable in respect

of the taxable profit or tax loss for the period. It is

calculated using tax rates and tax laws that have

been enacted or substantively enacted by reporting

date. Current tax for current and prior periods is

recognised as a liability (or asset) to the extent that

it is unpaid (or refundable).

(f) Cash and cash equivalents

Cash comprises cash on hand and demand

deposits. Cash equivalents are short-term, highly

liquid investments that are readily convertible to

known amounts of cash, which are subject to an

insignificant risk of changes in value and have a

maturity of three months or less at the date of

acquisition.

SECTION 8

Cape Range 2011 63

Cape Range LTD


(g) Property, plant and equipment

Plant and equipment and leasehold improvements

are stated at cost less accumulated depreciation

and impairment. Cost includes expenditure that

is directly attributable to the acquisition of the

item. In the event that settlement of all or part of

the purchase consideration is deferred, cost is

determined by discounting the amounts payable in

the future to their present value as at the date of

acquisition.

Depreciation on plant and equipment is calculated on a diminishing value basis so as to write off the net cost or other devalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the diminishing value method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The following useful lives are used in the calculation of depreciation:

Furniture and fixtures 5 - 10 years Plant and equipment 5 – 10 years

(h) Employee benefits

A liability is recognised for benefits accruing to

employees in respect of wages and salaries, annual

leave, long service leave, and sick leave when it is

probable that settlement will be required and they

are capable of being measured reliably.

Liabilities recognised in respect of short-term

employee benefits, are measured at their nominal

values using the remuneration rate expected to

apply at the time of settlement.

Liabilities recognised in respect of long-term

employee benefits, are measured as the present

value of the estimated future cash outflows to be

made by the Consolidated Group in respect of

services provided by employees up to reporting date.

(i) Impairment of long-lived assets excluding

goodwill.

At each reporting date, the Consolidated Group

reviews the carrying amounts of its assets to

determine whether there is any indication that

those assets have suffered an impairment loss. If

any such indication exists, the recoverable amount

of the asset is estimated in order to determine

the extent of the impairment loss (if any). Where

the asset does not generate cash flows that are

independent from other assets, the Consolidated

Group estimates the recoverable amount of the

cash-generating unit to which the asset belongs.

Where a reasonable and consistent basis of

allocation can be identified, corporate assets are

also allocated to individual cash-generating units, or

otherwise they are allocated to the smallest group

of cash-generating units for which a reasonable and

consistent allocation basis can be identified.


SECTION 8

64 Cape Range 2011

Cape Range LTD


Recoverable amount is the higher of fair value less

costs to sell and value in use. In 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 for

which the estimates of future cash flows have not

been adjusted.

If the recoverable amount of an asset (or cash-

generating unit) is estimated to be less than its

carrying amount, the carrying amount of the asset

(cash-generating unit) is reduced to its recoverable

amount. An impairment loss is recognised

immediately in profit or loss.

Where an impairment loss subsequently reverses,

the carrying amount of the asset (cash-generating

unit) is increased to the revised estimate of its

recoverable amount, but only to the extent that the

increased carrying amount does not exceed the

carrying amount that would have been determined

had no impairment loss been recognised for the

asset (cash-generating unit) in prior years. A reversal

of an impairment loss is recognised immediately in

profit or loss.

NOTE 2: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTSIn preparing this Financial Report the Consolidated

Group has been required to make certain estimates and

assumptions concerning future occurrences. There is an

inherent risk that the resulting accounting estimates will

not equate exactly with actual events and results.

a) Significant accounting judgments In the process of applying the Consolidated Group’s

accounting policies, management has made the

following judgments, apart from those involving

estimations, which have the most significant

effect on the amounts recognised in the financial

statements.

b) Significant accounting estimates and

assumptions

The carrying amounts of certain assets and liabilities

are often determined based on estimates and

assumptions of future events. The key estimates and

assumptions that have a significant risk of causing

a material adjustment to the carrying amounts of

certain assets and liabilities within the next annual

reporting period are:

Determination of fair values on assets and liabilities

acquired in business combinations

On initial recognition, the assets and liabilities of the

acquired business are included in the consolidated

statement of financial position at their fair values.

Determination of fair values of consideration paid in

business combinations

At the time of acquisition, consideration transferred

is required to be measured at its acquisition date

fair value.

(c) Going Concern

The Company’s ability to continue as a going concern

and to meet the expenditure required to develop its

assets is dependent on its ability to raise additional

equity capital. In the Directors’ opinion there are

reasonable grounds to believe that the Company

can raise additional equity capital and continue as

a going concern. No adjustments have been made

to the financial statements relating the recoverability

and classification of related asset amounts and the

classification of liabilities that might be necessary

should the Company not continue as a going concern.


SECTION 8

Cape Range 2011 65

Cape Range LTD


NOTE 3: ASSUMPTIONS ADOPTED IN COMPILING THE PRO-FORMA CONSOLIDATED GROUP'SSTATEMENT OF FINANCIAL POSITION

The pro-forma Consolidated Group’s Statement of Financial Position post acquisition under the SSA is shown in Appendix 2. This has been prepared and based on the audited financial statements as at 31 December 2010 of Cape Range and the un-audited financial statements of CMPL and its controlled entities as at 30 April 2011 and the transactions and events relating to the issue of shares under this Prospectus.

Pro-forma Adjustments:

• Issue of 5,000,000 fully paid shares at 12 cents

each, as per the capital raising 4 March 2011,

raising $600,000 less $36,000 capital raising costs;

• Issue of 30,000,000 fully paid shares at 20

cents each through the Prospectus to raise

$6,000,000 under the Offer;

• Issue of 20,000,000 fully paid shares at 20

cents as consideration as per “Step 1” of the SSA;

• Issue of 10,000,000 options with an exercise

price of 25 cents, expiring 31 March 2015 as

consideration as per “Step 1” of the SSA. The

options have been valued at 12.2 cents for the

purpose of the pro-forma Consolidated Group’s

Statement of Financial Position;

• Thepaymentof$1,000,000asconsiderationas

per “Step 1” of the SSA, applied to an amount

owed by CMPL to Camarines Norte Mining and

Exploration Inc.;

• The payment of expenses associated with

the Offer and the preparation and issue of

the Prospectus amounting to approximately

$375,000 (these capital raising costs have been

netted off against the share capital raise as a cost

of equity);

• Theissueof2,000,000optionswithanexercise

price of 25 cents expiring 31 March 2015, issued

as a capital raising fee;

• The financial statements of Geomin are

recorded in Philippines Pesos, a conversion

rate of ₱46.8952 to AU$1.00 (being the

prevailing exchange rate as at 30 April 2011)

has been applied in translating the accounts to

Australian dollars;

• The applying of an amount of $403,065

receivable by Geomin from Camarines Norte

Mining and Exploration Inc with a loan payable

by Geomin to Minerals Agencies Australia Pty

Ltd, and transferring of the remaining balance

payable to a non-current liability;

• The repayment by Cape Range of $510,000

received as part of the cancelled 2 December

2010 capital raising.

• Thepaymentof$50,000and issueof500,000

shares, being the consideration payable on

Memorandums of Understanding (“MOU”)

entered into and announced to the ASX on

7 October 2010 and 10 November 2010

respectively.


SECTION 8

66 Cape Range 2011

Cape Range LTD


(i) The Company issued a prospectus dated 2 December 2010 to raise up to $6,000,000, the amount of $510,000

represents funds received prior to 31 December 2010 for this purpose. On the 19 January 2011, the Company

decided not to proceed with the prospectus and returned all application monies received.

(ii) Represents an amount payable by Camarines Norte Mining and Exploration Inc. to Geomin, a controlled entity of

CMPL. This amount receivable has been offset by an amount owed by Geomin to Minerals Agencies Australia Pty

Ltd under an agreement between Cape Range, Camarines Norte Mining and Exploration Inc and Minerals Australia

Pty Ltd.


SECTION 8

Cape Range 2011 67

Cape Range LTD


cape Range31 Dec 2010

$

cmpLcOnsOLiDaTeD 30 apRiL 2011

$

OpeningBalance 95,940 6,513 102,453

Pro-forma adjustments

Proceeds from 4 march 2011 share placement - - 600,000

Less capital raisings expenses - - (36,000)

Proceeds from share placement related to this prospectus - - 6,000,000

Less capital raising expenses - - (375,000)

Acquisition payments as per

“Step1 ” of the SSA - - (1,000,000)

Payment of MOU fee - - (50,000)

Pro-forma balance - - 5,241,453

pRO-FORma cOnsOLiDaTeD

cape Range30 apRiL 2011

$

nOTe 4: casH anD eqUivaLenTs

Funds received in relation to prospectus

dated 2 December 2010 (i) - -

GST receivable 29,026 - 29,029

Advances receivable (ii) - 403,065 -

VATreceivable - 522 522

539,026 403,587 29,551

nOTe 5: invenTORy


nOTe 6: TRaDe anD OTHeR payabLes

CURRENT Accounts payable (i) 241,751 - 245,787Accounts payable - 1,004,036 -PAYG payable 25,772 - 25,772Accruals 110,000 - 110,000Funds received in relation to prospectus dated 2 December 2010 (ii) 510,000 - -

887,523 4,036 381,559

nOTe 7: nOn-cURRenT LOans

Loans (i) 731,377 465,298

731,377 465,298

(i) Represents an amount payable by Geomin to Minerals Agencies Australia Pty Ltd, a controlled entity of CMPL. This amount receivable has been offset by an amount owed by Geomin to Minerals Agencies Australia Pty Ltd under an agreement between Cape Range, Camarines Norte Mining and Exploration Inc and Minerals Australia Pty Ltd.

Minerals Agencies Australia Pty Ltd, have agreed that the amount will not be payable until the commencement of mining at the Camarines Norte gold project.

SECTION 8

68 Cape Range 2011

Cape Range LTD



$


$



$

(i) Accounts payable are non-interest bearing and are predominately settled on 30-day terms.

(ii) Includes an amount payable by CMPL to Camarines Norte Mining and Exploration Inc, this amount is settled through the cash payment of $1,000,000 that forms part of the consideration payable under Step 1 of the SSA.

(iii) The Company issued a prospectus dated 2 December 2010 to raise up to $6,000,000, the amount of $510,000 represents funds received prior to 31 December 2010 for this purpose. On the 19 January 2011, the Company decided not to proceed with the prospectus and returned all application monies received


nOTe 8: TRaDe anD OTHeR payabLes

Opening balance 6,085,079 1,100 6,086,179

Pro-forma adjustment

Proceeds from share placement - - 600,000

Cost of share placement - - (36,000)

Shares issued under this Prospectus - - 6,000,000

Cost of equity raising - - (619,000)

Shares issued as per SSA “Step 1” - - 4,000,000

Shares issued as per MOU - - 100,000

Equity eliminated on consolidation - - (1,100)

6,085,079 1,100 16,130.524

nOTe 9: ReseRves

Opening balance 54,000 - 54,000

Options issued as per SSA “Step 1” - - 1,220,000

Options issued - capital raising fee - - 244,000

54,000 - 1,518,000

nOTe 10: accUmULaTeD LOsses

Opening balance 6,363,555 - 6,363,555

MOU fee payments - - 150,000

6,363,555 - 6,513,555

SECTION 8

Cape Range 2011 69

Cape Range LTD



$


$



$

cmpLcaRRying

vaLUe$

nOTe 11: bUsiness cOmbinaTiOns

A summary of the acquisition details with respect to the proposed CMPL acquisition are set out below. These details have been determined for the purpose of the pro-forma adjustments and Statement of Financial Position as at 30 April 2011. These details will need to be re-determined as at the successful acquisition date and this may result in a change to the

values as disclosed below.

Cash and cash equivalents 6,513 6,513

Trade and other receivables 403,587 522

Exploration property 1,325,814 6,544,714

Intangible 599 599

Trade and other payables (1,004,036) (4,036)

Loans (731,377) (328,312)

Net assets acquired 1,100 (6,220,000)

Less: Cost of acquisition

Cash payments 1,000,000

Valueofsharesissued 4,000,000

Valueofoptionsissued 1,220,000

6,220,0000

nOTe 12: ReLaTeD paRTy TRansaTiOns

Transactions with related parties and Directors including Directors’ interests are disclosed in the Prospectus.

nOTe 13: sUbseqUenT evenTs

Other than normal commercial business transactions, we are not aware of any other matters or circumstance that at the

date of this Report has significantly affected the financial position stated in this Report.

cmpLcaRRying

vaLUe$



SECTION 8

70 Cape Range 2011

Cape Range LTD

30 June 2011

The Directors

Cape Range Limited

ABN43009289481

Unit3,28BelmontAvenue

Belmont,WesternAustralia,6104

Gentlemen:

This report (“Report”) has been prepared for inclusion in a Prospectus to be issued by Cape Range Limited (“Company”) for the purpose of raising funds through the Australian Stock Exchange (“ASX”) to be used for mineral exploration and operation. Cape Range is acquiring interests in mineral rights to mining projects subject of this report.

SCOPE OF THE REPORTFor purposes of this Report, the inquiries:

(a) relate only to Philippine mining laws and regulations that are in force and in effect as of the time of the preparation of this report;

(b) are based upon valid and existing contracts as well as on public documents and records of relevant Philippine government agencies, particularly those of the Mining and Geosciences Bureau (MGB)RegionalOfficeV;

(c) are strictly limited to matters contained herein and do not extend, by implication or otherwise, to any other matter; and,

(d) show, based on documents available to the writer, that the mining projects subject of this report are validandexisting,anddulyregisteredwiththeMGB.

ASSUMPTIONS

For purposes of this Report, the following assumptions

are made:

(a) that the information contained herein, as provided by the MGB-Region V and other concernedgovernment agencies, as well as by concerned public officials are correct and current as of the time and date this Report was prepared;

(b) all signatures, seals, stamps and respective dates, as well as markings on documents, are authentic;

(c) the documents submitted and used in this Report were complete and conform to originals; and,

(d) all material facts contained in this Report, as certified to by officers of the Company and its affiliates, and who are identified in this Report, are accurate and authentic.

INTRODUCTION

Ranked as one of the most highly mineralized countries in

the world, studies have shown that the Philippines ranks

third in gold, fourth in copper, fifth in nickel, and sixth in

chromite. A study by the Philippine National Economic

and Development Authority in June 2004 states that

the total untapped mineral wealth of the Philippines is

estimated to be worth more than US$840 billion1.

Solicitor's Report on Claims9

SECTION 9

Cape Range 2011 71

Cape Range LTD

RESTITUTO M. MENDOZAATTORNEY-AT-LAW, NOTARY PUBLIC

Unit 16G Tower One, Olympic Heights Condominium Orchard Road, Eastwood City, Libis, Quezon City 1110 Philippines

Telefax: (632) 3834271

1 QTE Primer on Mining Agreements2 The Philippine Environmental Policy (06 June 1977)

3 Section 16, Article II. In the case of Minors v. DENR, 224 SCRA 792 (1993), the Supreme Court has ruled that the right to a balanced ecology

is an enforceable legal right.

Solicitor's Report on Claims

I. RELEvANT MINING LAWS AND REGULATIONS

General Environmental Laws Relating to Mining

Presidential Decree No. 1586 which took effect immediately

after it was signed into law on 11 June 1978, established

the Environmental Impact Statement founded and based

under Section 4 of Presidential Decree No. 11512. This law

gave the President, by himself or through the then National

Environmental Protection Council (NECP), to declare certain

projects and areas as environmentally critical. Thus, on 14

December 1981, Proclamation No. 2146 was signed into

law. It classified major mining and quarrying projects,

among others, as being resource extractive industries, and

declared them as environmentally critical projects.

The Environmental Management Bureau (EMB) is the

lead agency that implements the EIS System and handles

the review and evaluation of the environmental impact of

development projects. Under the EIS System, a project

proponent of environmentally critical projects and projects

within environmentally critical areas must obtain an

environmental compliance certificate (“ECC”) prior to the

commencement of the project.

An ECC certifies that a proposed project or undertaking will

not cause significant negative environmental impact. The

ECC also certifies that the proponent has complied with all

the requirements of the EIS System and has committed to

implement its approved Environmental Management Plan.

The ECC contains specific measures and conditions that

the project proponent has to undertake before and during

the operation of a project, and in some cases, during

the project’s abandonment phase to mitigate identified

environmental impacts.

The 1987 Constitution of the Republic of the Philippines

The 1987 Constitution’s preamble, directly or indirectly,

affect the natural resources and environment of the

Philippines, when it states boldly that the sovereign Filipino

people shall “conserve and develop (our) patrimony”. As a

corollary to this, it is one of the declared State principles to

protect and advance the peoples’ right to a “balanced and

healthful ecology in accord with the rhythm and harmony

of nature”3. The State’s adherence to the Regalian doctrine

is evident in Section II, Article XII thereof, which declares

the State’s ownership of natural resources.

The mining industry in the Philippines is regulated by

the government and subject to foreign equity restrictions

because of the Constitutional policy that mineral resources

are owned by the State and that their exploration,

development, utilization, and processing are under its full

control and supervision.

Under the 1987 Constitution of the Philippines, the State may

directly undertake such activities or it may enter into mineral

agreements with contractors, enter into co-production, joint

venture, or production sharing agreements with Filipino

citizens, or corporations or associations at least 60% of

whose capital is owned by Filipinos with the other 40%

foreign-owned. These agreements may be for a period not

exceeding twenty-five years, renewable for not more than

twenty-five years, and under such terms and conditions as

may be provided by Philippine law.

The State is also permitted to enter into agreements

with foreign-owned corporations involving either technical

or financial assistance for large-scale exploration,

development, and utilization of minerals, petroleum, and

other mineral oils according to the general terms and

conditions provided by Philippine law.

SECTION 9

72 Cape Range 2011

Cape Range LTD


Executive Orders 211 and 279

Executive Order No. 2114 provided interim rules with

respect to the processing and approval of all applications

for the exploration, development and utilization of minerals,

in accordance with the provisions of the 1987 Constitution.

Thereafter, Executive Order No. 2795 was promulgated,

which gave authority to the Secretary of Environment

and Natural Resources to negotiate and conclude joint

venture, co-production, or production sharing agreements

for the exploration, development and utilization of mineral

resources. It also gave him authority to prescribe the

guidelines for such agreements, as well as those involving

technical and financial assistance by foreign-owned

corporations for the large-scale operation, development

and utilization of minerals.

The Philippine Mining Act of 1995The terms and conditions of these agreements are

contained in Republic Act No. 7942, otherwise known as

The Philippine Mining Act of 19956, which governs the

exploration, development, utilization and processing of all

mineral resources, and provides the requirements for the

acquisition of mineral rights.

Under this law, only “qualified persons” may engage in

the exploration, utilization, and development of mineral

resources in the Philippines. These qualified persons are:

(1) Any citizen of the Philippines with capacity to

contract; or,

(2) Corporations, Partnerships, Associations, or

Cooperatives organized or authorized for the

purpose of engaging in mining, with technical and

financial capability to undertake mineral resources

development and duly registered in accordance with

law at least sixty per centum (60%) of the capital of which is owned by citizens of the Philippines.

A legally organized foreign-owned corporation may be

deemed a qualified person for purposes of granting an

exploration permit (EP), financial or technical assistance

agreement (FTAA) or a mineral processing permit. A

financial or technical assistance agreement means a

contract involving financial or technical assistance for

large-scale exploration, development, and utilization of

mineral resources.

The Act lays down the legal requirements for the acquisition

of mineral rights, thus:

1. Exploration Permit

An Exploration Permit is a grant from the Philippine

government that gives the permit holder the right to

conduct exploration for all minerals within a specified area.

An Exploration Permit is valid for a period of two years and

can be renewed for another two years but cannot exceed

a total of six years.

The maximum areas that an Exploration Permit can cover

are as follows:

•Onshore,inanyoneprovince For individuals: 20 blocks or 1,620 hectares; and, For partnerships, corporations, cooperatives or associations:

200 blocks or 16,200 hectares.

•OnshoreintheentirePhilippines

For individuals: 40 blocks or 3,240 hectares; and,

For partnerships, corporations, cooperatives or associations:

400 hectares or 32,400 hectares.

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4 10 July 19875 25 July 19876 Approved 03 March 1995 and took effect on 09 April 1995. Subsequently the Department of Environment and Natural Resources

issued Department Administrative Order (DAO) No. 95-23 which laid out the implementing rules and regulations of this Act. This was then replaced by DAO No. 96-40 that dealt with the Revised Implementing Rules and Regulations of RA No. 7942.


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•Offshore beyond 500 meters from the mean low tide level


For partnerships, corporations, cooperatives or associations:


Cape Range has acquired interests in mineral rights with

respecttoExplorationPermitApplicationNo.000061-V.

2. Mineral Agreements

ByConstitutionalmandate,thePhilippinegovernmentcan

enter into various agreements with private parties for the

exploitation of mineral deposits, such as:

(a) Mineral Production Sharing Agreement;

(b) Co-Production Agreement; and,

(c) JointVentureAgreement.

The foregoing mineral agreements grant to the contractor

the exclusive right to conduct mining operations and to

extract all mineral resources found in the contract area.

Note that these agreements grant the contractor the right

to operate within, but not title over, the contract area. The

contractor may convert its mineral agreement into any of

the other type of mineral agreement, or to an FTAA, subject

to the approval of the Secretary of the Department of

Environment and Natural Resources (“DENR”).

The maximum areas that a mineral agreement can cover

are as follows:

•Onshore,inanyoneprovince-

For individuals: 10 blocks or 810 hectares; and,

For partnerships, cooperatives, associations or corporations:

100 hundred blocks or 8,100 hectares.

•Onshore,intheentirePhilippines-

For individuals: 20 blocks or 1,620 hectares; and



•Offshore,intheentirePhilippines-




Note that where the contract area covered under a mineral

agreement is located within the Exclusive Economic Zone,

a larger contract area may be granted to the contractor by

the Secretary of the DENR. An Exclusive Economic Zone is

the water, sea bottom and subsurface measure from the

baseline of the Philippine archipelago up to 200 nautical

miles offshore.

a. Mineral Production Sharing Agreement

A Mineral Production Sharing Agreement (“MPSA”) is

an agreement under which the Philippine government

grants to the contractor the exclusive right to conduct

mining operations within a contract area. The contractor

provides the financing, technology, management and

personnel necessary for the implementation of the MPSA.

The Philippine government then takes a share in the gross

output of the mining operation.

All MPSA applications must be filed with the Regional

Office of theMines andGeosciencesBureau (“MGB”) of

the DENR where the area applied for is situated. An MPSA

application may be assigned or transferred to another

party,subject to theapprovalof theMGBDirectoror the

DirectoroftheRegionalOfficeoftheMGBwherethearea

applied for is situated. Pending the approval of the MPSA

applicationbytheDENRSecretary,theMGBDirectormay,

upon the request of the MPSA applicant, issue a Temporary

Exploration Permit (“TEP”) to the MPSA applicant. The TEP

is valid for a period of one year. However, the one-year

period of the TEP will be deducted from the exploration

period of the MPSA. If the MPSA application is disapproved,

the TEP is deemed automatically canceled.


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After the DENR Secretary approves the MPSA, the same

will be forwarded to theMGB for numbering.TheMPSA

contractor must then register the MPSA with the concerned

MGBRegionalOfficewithin15workingdaysfromreceipt

of the notice of approval of the MPSA.

An MPSA is valid for 25 years and is renewable for another

period not exceeding 25 years. Upon the expiration of the

MPSA, the Philippine government may, by itself or through

a contractor, operate the mine. If through a contractor, the

contract for the operation of a mine will be awarded to the

highest bidder in a public bidding. However, the original

MPSA contractor has the right to equal the highest bid

upon reimbursement of all reasonable expenses to the

highest bidder.

During the exploration period, the original contract area

may be relinquished by the contractor either totally or

partially. After the exploration period, and prior to or upon

approval of the declaration of mining project feasibility,

the MPSA contractor shall relinquish to the Philippine

government any portion of the contract area which will not

be necessary for the mining operation and which is not

covered under any declaration of mining project feasibility.

After such relinquishment, the mining area covered under

the MPSA cannot exceed the following:

For metallic minerals - 5,000 hectares; and,

For non-metallic minerals - 2,000 hectares.

The Philippine government is entitled to a share in the

gross production of the mining operation, under an MPSA.

This share is in the form of an excise tax on the mineral

products extracted under such terms and conditions of the

MPSA, which is computed as follows:

On metallic minerals, the excise tax based on the actual

market value of the gross output thereof at the time of

removal shall be as follows:

For copper and other metallic minerals except gold and

chromite - 2%

For gold and chromite - 2%

On non-metallic minerals and quarry resources - 2%

based on the actual market value of the annual gross

output thereof at the time of removal.

Mandatory Requirements in the Acceptance of an MPSA

Application

An MPSA application shall be filed in the Mines and

GeosciencesBureauRegionalOfficeconcerned,formineral

and non-mineral reservation areas, using the prescribed

form through payment of the filing fee and submission of

five (5) sets of the following mandatory requirements:

For an individual -

Location map/sketch plan of the proposed contract area

showing its geographic coordinates/meridional block(s)

and boundaries in relation to major environmental features

and other projects using a NAMRIA topographic map in a

scale of 1:50,000 duly prepared, signed and sealed by a

deputized Geodetic Engineer;

(a) Thee-year Development/Utilization Work Program duly prepared, signed and sealed by a licensed Mining Engineer or Geologist;

(b) Proof of technical competence of the technical

personnel who shall undertake the activities in

accordance with the submitted Development/

Utilization Work Program;

(c) Proof of financial capability;

(d) Mining Project Feasibility Study; and,

(e) Complete and final exploration report.


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For a corporation, partnership, association or cooperative -

Duly certified Certificate of Registration/ Articles of

Incorporation/Partnership/AssociationandBy-Laws;

(a) Location map/sketch plan;

(b) Three-year Development/Utilization Work Program;

(c) Proof of technical competence;

(d) Proof of financial capability;

(e) Affidavit of Undertaking for corporation, partnership, association or cooperatives;

(f) Mining Feasibility Study; and,

(g) Complete and final exploration report pertaining to the area.

For holders of valid and existing mining lease contracts,

operating agreements, Quarry Permits/licenses or

unperfected mining/quarry claims, the following are

additional requirements to the above requirements,

whenever applicable:

Certification from the Regional Office concerned that the

mining/quarry claims are valid and subsisting;

(a) Appropriate environmental report on the

rehabilitation of mined-out and/or mine

waste/tailings-covered areas and anti-

pollution measures undertaken during the

mining operations;

(b) Environmental Compliance Certificate for any

new phase outside of the originally approved

operation under the mining project;

(c) Mining Project Feasibility Study Provided, That

a Mineral Agreement applicant with existing

mining operation may submit, in lieu of the

Mining Project Feasibility Study, a Project

Description and a detailed financial statement

of its operations incorporating therein the

social and environmental expenditures, taxes

and fees paid; and,

(d) Approved survey plan of the mining area.

Other Additional Requirements after an MPSA Application

is filed -

After the acceptance of the application but before the

issuance of the Mineral Agreement, the following additional

requirements shall be submitted:

(a) Environmental Compliance Certificate;

(b) Environmental Protection and Enhancement

Program;

(c) Certificate of Environmental Management and

Community Relations Record / Certificate of

Exemption;

(d) Approved Survey Plan;

(e) Certification from the National Commission on

Indigenous Peoples that either the proposed

permit area does not overlap any ancestral

land/domain claim in case of non-Indigenous

People area, or that the free and prior

informed consent (“FPIC”) has been issued by

the indigenous cultural community concerned.

For OFFSHORE applications, the following additional

requirements shall be submitted:


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Cape Range 2011 77

Cape Range LTD

(a) Name, port of registry, tonnage, type and class of survey vessel(s) or platform(s). If a foreign vessel is to be used, the expected date of first entry or appearance and final departure of the survey vessel shall be provided and the necessary clearances obtained;

(b) A certification from the Coast and Geodetic Survey Department of NAMRIA that the proposed Exploration Work Program was duly registered to provide update in the publication of “Notice to Mariners” together with a list of safety measures to be regularly undertaken to ensure the safety of navigation at sea and prevent accident;

(c) An agreement to:

1. Properly identify all installations, vessels and other crafts involved in exploration recognizable to all vessels within reasonable distance;

2.NotifytheBureauthirty(30)calendardaysprior to the intention to remove all scientific installations or equipment and apparatus; and

3.Allow theBureau’sauthorizedpersonnel,

the Philippine Coast Guard and other authorized persons during reasonable hours to board the vessel(s) while within the Exclusive Economic Zone.

(d) Other supporting documents as may required bytheMinesandGeosciencesBureau.

Cape Range has acquired interests in mineral rights with

respect to Application for Mineral Production Sharing

AgreementNo.00322-V.

b. Co-Production Agreement

A Co-Production Agreement is an agreement between the

Philippine government and the contractor under which

the Philippine government provides inputs to the mining

operations other than the mineral resource.

c. Joint Venture Agreement

A JointVentureAgreement is an agreement under which

the Philippine government and the contractor organize a

joint venture company in which both parties have equity. The

Philippine government takes a share from equity earnings as

well as from the gross output of the mining operation.

3. Financial And Technical Assistance Agreement

Pursuant to the Constitution, the Mining Act provides that

the State may enter into an FTAA with qualified persons for

the large-scale exploration, development and utilization of

mineral resources. Under the Mining Act, qualified persons

for an FTAA include 100% foreign-owned corporations.

The contractor must make a minimum investment

for development, construction and utilization of

US$50,000,000, or its Philippine Peso equivalent in the

case of a Filipino contractor. An FTAA may be entered into

for the exploration, development and utilization of gold,

copper, nickel, chromite, lead, zinc and other minerals.

However, no FTAAs may be granted with respect to cement

raw materials, marble, granite, sand and gravel and

construction aggregates.

A decision of the Philippine Supreme Court in the landmark

case ofLa Bugal - B’laan Tribal Association v. Ramos,

issued on 1 December 2004, upheld the constitutionality of

the FTAA. One of the main issues in this case was whether

or not an FTAA violates the Constitutional principle that the

State owns and controls all natural resources by allowing


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foreign contractors to manage mining operations. The High

Court ruled in the negative, stating that: “[f]ull control is not

anathematic to day-to-day management by the contractor,

provided that the State retains the power to direct overall

strategy… [The State] need not micro-manage mining

operations and day-to-day affairs of the enterprise.” The

provision in the Mining Act that allowed corporations that

are up to 100% foreign-owned to enter into an FTAA with

the government was also upheld. Highlighting estimates

by the Philippines’ Economic Planning Secretary that the

country’s untapped mineral wealth is worth US$840 billion,

the Supreme Court has recognized the need to jumpstart

the economy through mineral resource development.

This decision has been hailed by various sectors as a

“go-signal” for foreign investment in mining.

A discussion on FTAAs is relevant to the extent that an

MPSAsuchasAPSANo.00322-Vmaybeconvertedinto

an FTAA.

4. Mineral Processing Permits

Under the Mining Act, mineral processing means the

milling, beneficiation or upgrading of ores or minerals

and rocks or by similar means to convert the same into

marketable products. A minerals processing permit shall

be valid for a period of five years renewable for like periods

but not to exceed a total term of 25 years.

Note that as of December 1996, 100 FTAA applications

and 1454 MPSA applications have been filed before the

Department of Environment and Natural Resources - Mines

andGeosciencesBureau (“DENR-MGB”). It isnoteworthy

that of the 100 FTAA applications filed, 99 were filed by

foreign-owned mining corporations and only one was filed

byFilipinominingcompanyBenguetCorp.whichispartly

foreign-owned7.

5. Capitalization Requirements Applicants for Exploration Permits, Mineral Agreements

and FTAAs must possess.

technical and financial capability to undertake mineral

resources development and must be duly registered in

accordance with law. Under the rules and regulations

promulgated by the DENR, a mining applicant for an

Exploration Permit, Mineral Agreement and FTAA must

have an authorized capital stock of at least Philippine Ten

Million Pesos (PHP10,000,000.00) and a paid-up capital

of at least Philippine Two Million Five Hundred Thousand

Pesos (PHP2,500.000.00). FTAA applicants must have at

least an authorized capital stock of US Four Million Dollars

(US$ 4,000,000.00) or its Philippine Peso equivalent.

Indigenous Peoples Rights Act Of 1997 (IPRA)9 The Philippine Constitution recognizes and promotes

the rights of indigenous cultural communities within the

framework of national unity and development. Furthermore,

it declares that the State shall protect the rights of

indigenous cultural communities to their ancestral lands

to ensure their economic, social and cultural well-being. In

recognition of the Constitutional declarations, Section 4 of

RA 7942 states that “the State shall recognize and protect

the rights of the indigenous cultural communities to their

ancestral lands as provided for by the Constitution”.

Republic Act No. 8371, otherwise known as The Indigenous

Peoples’ Rights Act of 1997 (“IPRA”) was approved

on 29 October 1997. It grants to indigenous cultural

communities or indigenous peoples (“ICCs/IPs”) certain

preferential rights to their ancestral domains and all

resources found therein. Thus as it touches significantly

on the constitutional precepts that govern ownership and

use of natural resources, it impinges on the Philippine

Mining Act of 19958.

7 “The Regulatory Climate for Mining in the Philippines”, Philippines InternationalReview,Volume2No.1,Autumn1999.6 Ibid.


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Thus, in accordance with the Constitution, IPRA states in

no uncertain terms the right of indigenous peoples to their

ancestral domains, to self-governance and empowerment,

to social and human rights, and to cultural integrity.

Ancestral domains are defined as areas generally belonging

to ICCs/IPs, subject to property rights within ancestral

domains already existing or vested upon the effectivity of

the IPRA, comprising lands, inland waters, coastal areas,

and natural resources, held under a claim of ownership,

occupied or possessed by ICCs/IPs by themselves or

through their ancestors, communally or individually since

time immemorial, continuously to the present, except

when interrupted by war, force majeure or displacement by

force, deceit, stealth, or as a consequence of government

projects or any voluntary dealings entered into by the

government and private persons, and which are necessary

to ensure their economic, social and cultural welfare.

1. Free and Prior Informed Consent

No mineral agreement shall be approved unless there

is a prior certification from the National Commission

on Indigenous Peoples (“NCIP”) that the area does not

overlap any ancestral domain or that the prior free and

informed written consent has been obtained from the ICC/

IP concerned.

This consent usually requires entering into a memorandum

of agreement with the ICC/IP concerned, through their

Council of Elders. The memorandum of agreement will

govern the utilization, extraction and development of

natural resources within their ancestral domain. This

agreement is subject to a limited term of 25 years,

renewable at the option of the ICC/IP for another 25 years.

2. Rights of Ownership

ICCs/IPs have rights of ownership over lands, waters, and

natural resources and all improvements made by them at

any time within the ancestral domains/lands. These rights

shall include, but are not limited to, the right over the fruits,

the right to possess, the right to use, right to consume,

right to exclude and right to recover ownership, and the

rights or interests over land and natural resources.

3. Right to Develop Lands and Natural Resources

Subject to property rights within the ancestral domain

already existing and/or vested when the IPRA took effect,

ICCs/IPs have the right to control, manage, develop,

protect, conserve, and sustainably use the following:

(a) land, air, water and minerals;

(b) plants, animals and other organisms;

(c) collecting, fishing and hunting grounds;

(d) sacred sites; and,

(e) other areas of economic, ceremonial and

aesthetic value in accordance with their

indigenous knowledge systems and practices

and customary laws and traditions, and

duly adopted Ancestral Domain Sustainable

Development and Protection Plan (“ADSDPP”)

where ADSDPPs have been adopted, and to

equitably benefit from the fruits thereof. In

all instances, ICCs/IPs shall have priority in

the development, extraction, utilization and

exploitation of natural resources.

4. Right to Benefits

The ICCs/IPs have the right to benefit from the utilization,

extraction, use and development of lands and natural

resources within their ancestral lands/domains. They shall

also have the right to be compensated for any social and/

or environmental costs of such activities. Accordingly,

the concerned ICC/IP community shall be extended

all the benefits already provided under existing laws,


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administrative orders, rules and regulations governing

particular resource utilization, extraction or development

projects/activities, without prejudice to additional benefits

as may be negotiated between the parties.

Investment Guarantees and Incentives Under Republic Act

No. 79429

The Philippine Mining Act gives certain investment

guarantees to contractors under mineral agreements, thus:

(a) Repatriation of Investments - The right to repatriate the entire proceeds of the liquidation of the foreign investment in the currency in which the investment was originally made and at the exchange rate prevailing at the time of repatriation.

(b) Remittance of Earnings - The right to remit earnings from the investment in the currency in which the foreign investment was originally made and at the exchange rate prevailing at the time of remittance.

(c) Foreign Loans and Contracts - The right to remit at the exchange rate prevailing at the time of remittance such sums as may be necessary to meet the payments of interest and principal on foreign loans and foreign obligations arising from financial or technical assistance contracts.

(d) Freedom from Expropriation - The right to be free from expropriation by the Government of the property represented by investments or loans, or of the property of the enterprise except for public use or in the interest of national welfare or defense and upon payment of just compensation. In such cases,

foreign investors or enterprises shall have the right to remit sums received as compensation for the expropriated property in the currency in which the investment was originally made and at the exchange rate prevailing at the time of remittance.

(e) Requisition of Investment - The right to be free from requisition of the property represented by the investment or of the property of the enterprises except in case of war or national emergency and only for the duration thereof. Just compensation shall be determined and paid either at the time or immediately after cessation of the state of war or national emergency. Payments received as compensation for the requisitioned property may be remitted in the currency in which the investments were originally made and at the exchange rate prevailing at the time of remittance.

(f) Confidentiality - Any confidential information supplied by the contractor pursuant to the Mining Act and its Implementing Rules and Regulations shall be treated as such by the DENR and the Government during the term of the project.

The Omnibus Investment Code10

The Omnibus Investment Code (“OIC”) provides certain

fiscal and non-fiscal incentives to contractors in mineral

agreements and FTAAs and, for the duration of the permits

or extensions thereof, to holders of exploration permits.

To avail of the incentives, mining companies must register

withtheBoardofInvestments(“BOI”).TheOICthroughtax

exemption and other benefits, encourages investments in

preferredareasofeconomicactivityspecifiedbytheBOIin

9 BasedonQTEPrimeronMining,ibid.10 Ibid.


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the Investment Priorities Plan (“IPP”). In recognition of the

value of the mining industry in the economic development

of the country, the Philippine Mining Act mandates that

mining activities shall always be included in the annual IPP.

The incentives under the OIC are generally available only

to citizens of the Philippines or to domestic corporations

owned and controlled by Philippine nationals. However,

the nationality requirement shall be waived if the applicant

will either export at least 70% of its total production

or engage in a pioneer project. A pioneer enterprise

either manufactures goods that have not been heretofore

produced in the Philippines on a commercial scale, or

employs a technology, formula, process or production

scheme that has not been tried in the Philippines.

In case of waiver of the nationality requirement, the

applicant should attain the status of a Philippine national

(i.e., for corporations, at least 60% of the capital stock

outstanding and entitled to vote must be owned and

held by Philippine citizens) within 30 years from the

date of its registration or such longer periods as may be

determined by the BOI. However, a registered enterprise

exporting 100% of its production need not comply with this

divestment requirement.

The National Internal Revenue Code of the

Philippines11

The National Internal Revenue Code of the Philippines (“Tax

Code”) provides the general framework for the corporate

tax regime observed in the Philippines.

1. Allowable Deductions for Mining Companies

Aside from business expenses and similar deductions

from gross income, mining contractors may claim as a tax

deduction an allowance for depreciation in respect of all

properties used in mining operations, computed as follows:

(a) at the normal rate of depreciation if the expected life is 10 years or lesser;

(b) depreciated over any number of years between five years and the expected life

if the latter is more than 10 years, and the depreciation

thereon allowed as deduction from taxable income;

provided,thatthecontractornotifiestheBureauofInternal

Revenue(“BIR”)atthebeginningofthedepreciationperiod

which depreciation rate will be used.

The Tax Code also permits mining companies to claim

as a tax deduction a reasonable allowance for depletion

or amortization computed in accordance with the

cost-depletion method in accordance with rules and

regulations prescribed by the Department of Finance,

upon recommendation of the Commissioner of the BIR,

and which should not exceed the capital invested. After

production in commercial quantities has commenced,

certain intangible exploration and development drilling

costs shall be:

(a) deductible in the year incurred if such expenditures are incurred for non- producing wells and/or mines; or,

(b) deductible in full in the year paid or incurred or, at the election of the taxpayer, may be capitalized or amortized if such expenditures incurred are for producing wells and/or mines in the same contract area.

Any intangible exploration, drilling and development

expenses allowed as a deduction in computing taxable

income during the year shall not be taken into consideration

in computing the adjusted cost basis for the purpose of

computing allowable cost depletion.

11 Ibid.


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82 Cape Range 2011

In computing taxable income from mining operations,

the taxpayer has the option to deduct exploration and

development expenditures accumulated as cost or adjusted

basis for cost depletion as of the date of prospecting,

as well as exploration and development expenditures

paid or incurred during the taxable year. However, the

total amount deductible for exploration and development

expenditures cannot exceed 25% of the net income from

mining operations computed without the benefit of any

tax incentives. The actual exploration and development

expenditures minus 25% of the net income from mining

can be carried forward to the succeeding years until fully

deducted. This election by the taxpayer to deduct the

exploration and development expenditures is irrevocable

and binding in succeeding taxable years.

Under the Tax Code, the term “net income from mining

operations” refers to gross income from operations less

allowable deductions that are necessary or related to mining

operations such as mining, milling and marketing expenses,

and depreciation of properties used directly in mining

operations. Moreover, the term “exploration expenditures”

means expenditures paid or incurred for the purpose of

ascertaining the existence, location, extent, or quality of any

deposit of ore or other mineral, and paid or incurred before

the beginning of the development stage of the mine or

deposit; while, the term “development expenditures” refers

to expenditures paid or incurred during the development

stage of the mine or other natural deposits.

2. Excise Tax

The Tax Code also imposes an excise tax on minerals,

mineral products and quarry resources, thus:

(a) On coal and coke, a tax of Php10 per metric ton;

(b) On all non-metallic minerals and quarry resources, a tax of 2% based on the actual market value of the gross output thereof at the

time of removal, in the case of those locally extracted or produced; or the value used by the Bureau of Customs in determining tariffand customs duties, net of excise tax and value- added tax, in the case of importation;

(c) On all metallic minerals, a tax of 2% based on the actual market value of the gross output thereof at the time of removal, in the case of those locally extracted or produced; or thevalueusedby theBureauofCustoms indetermining tariff and customs duties, net of excise tax and value-added tax, in the case of importation;

(d) On indigenous petroleum, a tax of 3% of the

fair international market price thereof, on the first taxable sale, barter, exchange or such similar transaction, such tax to be paid by the buyer or purchaser before removal from the place of production.

3. value-Added Tax

The Tax Code also imposes a value added tax (“VAT”)

on any person who, in the course of trade or business,

sells, barters, exchanges, leases goods or properties and

renders services, and any person who imports goods into

the Philippines.

The VAT is generally imposed on the sale of goods,

properties and services at the standard rate of 10%. For

salesofgoodssubjecttoVAT,the10%rateisimposedon

the “gross selling price” or the total amount of money or its

equivalent, which the purchaser pays or is obligated to pay

to the seller in consideration of the sale, barter or exchange

of the goods or properties.

TheTaxCodealsoimposes10%VAToneveryimportation

of goods based on the total value used by the Philippine

Bureau of Customs in determining tariff and customs


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Cape Range 2011 83

duties, plus customs duties, excise taxes, if any, and other

charges. The importer has the obligation to pay VAT on

its importation. The 10% VAT must be paid, along with

the other import duties and charges, before the imported

goods may be released from customs custody.

SMALL-SCALE MINING

Presidential Decree No. 1899

On 23 January 1984, Presidential Decree 1899 was

passed, establishing small-scale mining as a new

dimension in mineral development, and in recognition of

the high cost and effects of large scale operations and

its negative impact on the environment and economy.

It recognized the existence of small mineral deposits,

which could be explored and mined without the use of

sophisticated mining equipment and relying mostly on

manual labor instead, and for minimum investment. Under

this law, small-scale mining permittees/licensees were

exempted from all forms of taxes except the income tax.

Small-scale mining was defined as “any single unit of

mining operation having an annual production of not more

than 50,000 metric tons of ore and satisfying the following

requisites, thus:

(a) The working is artisanal, either open cast or

shallow underground mining, without the use

of sophisticated mining equipment;

(b) Minimal investment on infrastructures and

processing plant;

(c) Heavy reliance on manual labor; and,

(d) Owned, managed or controlled by an individual

or entity qualified under existing mining laws,

rules and regulations.

A small-scale mining permit/license issued under this

decree was valid for two (2) years and renewable for

another two (2) years.

People’s Small-Scale Mining Act of 199112

Republic Act No. 7076, otherwise known as the People’s

Small-Scale Mining Act of 1991 was approved on 27

June 1991.13

In the Philippines, small-scale mining takes place in more

than 30 provinces and involves as many as 200,000

people. Small-scale miners contribute significantly to the

volume of gold production in the Philippines. In fact, in

1994, they have produced at least 46% of the 27,059

kilograms of gold produced in the country.

This law was aimed to promote the state policy to

protect and develop viable small-scale mining activities

in order to generate more opportunities for employment

and ensure equitable sharing of the nation’s wealth and

natural resources.

Small-scale mining under this law refers to mining

activities which rely heavily on manual labor and which

use simple implements and methods, and which do not

use explosives or heavy mining equipment.

Small-scale miners are defined as “Filipino citizens who,

individually or in the company of other Filipino citizens,

voluntarily form a cooperative duly licensed by the DENR

to engage, under the terms and conditions of a contract,

in the extraction or removal of minerals or ore-bearing

materials from the ground.”

Ancestral lands are respected in the sense that no

ancestral land may be declared as a people’s small-scale mining area without the consent of the cultural

communities concerned.

12 See “The Regulatory Climate for Mining in the Philippines”, Ibid.13 Implementing Rules finalized in 1992


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84 Cape Range 2011

Cape Range LTD

The People's Small-Scale Mining Act is characterized by

the following major provisions, thus:

(a) Small-scale miners shall organize themselves into a cooperative and register with the Provincial or City Mining Regulatory Board,which shall serve as the implementing arm of the DENR;

(b) Small-scale miners shall identify the area to be declared as a People's Small-Scale Mining Area, which should not exceed 20 hectares and they shall also get the consent of the mining claimant or holder of the mining right over the area;

(c) After the required consent has been obtained, small-scale miners shall apply for a permit from the Provincial or City Mining Regulatory Board to mine the People's Small-ScaleMining Area for a period of two years, renewable for another two years; and,

(d) Any ore extracted from the small-scale mining area should be processed in a centralized custom mill and the gold may only be sold to a centralized buying station authorized by the CentralBankofthePhilippines.

There has been approved a Small-Scale Mining Permit

No.001-2010withinAPSA-00322-V.

CORPORATE SOCIAL RESPONSIBILITY IN MINING

In the Philippines, mining is one of the industries in where

corporate social responsibility (“CSR”) is mandatory. It

is central to ‘sustainable mining,’ a principle pursued by

the government, the mining industry and the international

community. By making companies socially responsible,

CSR helps in the realization of sustainable mining. The

Philippine Mining Act specifies and sets financial standards

for CSR programs from the mining company’s exploration

to the rehabilitation period. More importantly, CSR has

become a primary tool for companies engaged in large-

scale mining in getting exploration and operation permits

from the DENR.

CNMEI and NIBDC are committed to corporate social

responsibility in mining.

RELEvANT BACkGROUND ON THE PROPERTIES

The Company has acquired mineral rights to the following

mining projects/tenements:

A. APSA No. 000322-v

Applicant: Northern Islands Builders and Development

Corporation

Address:312VillarealSt.,PasayCityPhilippines

President:Ma.CorazonC.Villareal

The application for Mineral Production Sharing Agreement

has been filed with the MGB Regional V Office on 29

October 2004 and designated as APSA 0322-V. The

mining claims subject of Cape Range’s interest covers

six (6) lots located within the municipalities of Paracale,

Sta. Rosa Sur, San Rafael Jose Panganiban, and Labo,

Camarines Norte, Philippines, with approximately One

Thousand Seven Hundred Seventy Eight and 9912/1000

hectares (1778 has.)

Status of Application / Claim

To date, said application for MPSA has complied with

all the mandatory requirements of mining laws and

regulations, such as public consultation and publication

and a certification from the National Commission on

Indigenous Peoples (“NCIP”). Further, it has been issued an


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Cape Range 2011 85

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approval compliance certificate by the National Integrated

Preotected Areas System (“NIPAS”) and Forest Management

Serviceof theDENR-RegionV. Ithasalsobeen favorably

endorsed by the concerned local government units covered

by the mining project.

Having complied with all the mandatory requirements, APSA

00322-V is at present just awaiting the release from the

Office of the Secretary of the DENR, for MPSA numbering.

Within the APSA area, Small-Scale Mining Permit No.

001-2010 has been approved and granted on 04 January

2010 and has already been issued a corresponding

Environmental compliance Certificate.

In addition to this, an Environmental Compliance Certificate

has also been issued for the project’s proposed small-

scale gold and allied minerals processing plant located in

Sitio Tumbaga, Barangay San Rafael, Jose Panganiban,

Camarines Norte. Moreover, the technical requirements

for mineral processing permit, hazardous waste permit,

chemical order permit and waste water permit have

been submitted along with the semi-annual reports, in

accordance with the ECC.

B. EXPA-000061-v

Applicant: Originally in the name of Guidance Management

Corporation

President: Joaquin C. Rodriguez

This Exploration Permit Application covering 449 hectares

in Pinagbiyaran, Camarines Norte, Philippines, was filed

on 24 November 2005 with the MGB-Region V for the

exploration of gold, copper, silver, iron and other metallic

minerals by Guidance Management Corporation (“GMC”).

This application was transferred to Camarines Norte

Mining and Exploration, Inc. (“CNMEI”) by virtue of a Deed

of Assignment on 23 May 2009.

Status of Application / Claim

This Deed of Assignment to CNMEI has already been submitted

totheMGB-RegionVforregistrationandtransferinthename

ofCNMEI,inaccordancewithMGBrulesandregulations,to

certify the validity and legality of the said transfer.

Prior to the transfer, the exploration and environmental work

programs, as well as the affidavit of undertaking, have been

filed, in accordance with mining laws, rules and regulations.

Should the results of exploration reveal the presence of

mineral deposits, which are economically and technically

feasible for mining operations, a declaration of mining

project feasibility may be filed. Upon approval of the

declaration of mining project feasibility, the holder of the

exploration permit or its assignee shall be granted the

exclusive right to a Mineral Agreement or an FTAA over the

permit area with the government.

Encumbrances, Forfeitures and Conditions Affecting

the Claims

Based on records on file with the MGB, NIBDC and

CNMEI by virtue of the Deed of Assignment, are the sole

registered owner of the mineral rights to the subject mining

claims / applications. These claims are subsisting and are

protected by mining laws, rules and regulations.

The mineral rights to explore, develop, operate and mine

APSA-00322-VandSMMP001-2010havebeenvalidly

transferred by NIBDC to CNMEI, under such terms and

conditions defined by their Memorandum of Agreement,

dated04August2009.ThemineralrightstoAPSA00322-V,

were transferred to Camarines Mining Pty Ltd (“CMPL”) via

a Memorandum of Agreement (“MOA”) duly executed on

27 February 2011.


The same MOA transfers the mineral rights with respect

to EXPA-000061-V. CNMEI, by virtue of the deed of

assignment to it by GMC and subsequent submission and

registration of the deed of assignment to the Mines and

Geosciences Bureau, is for all intents and purposes the

holder of the said mining tenement.

This MOA will then be submitted to the MGB for

registration and approval, as is required for all transfers

and assignments of mining rights.

Based on MGB records available as of the time of this

report, there are no caveats, encumbrances or interests of

third parties with respect to the subject claims. At present,

there is no formal notice of any condition that may affect

the rights and interests in respect of the said claims, nor

of any forfeiture and both NIBDC and CNMEI have no

intention of surrendering any such right or interest.

Litigations, Disputes or Claims by Third Parties

Based on records available at the time of this report,

there are no legal proceedings of any kind, nor are there

any claims or disputes with respect to the subject mining

claims/applications.

Reporting and Non-Disclosure

This report was prepared under the prevailing Philippine

laws and based on information and documentation

supplied by CNMEI and Cape Range Ltd.

This report was prepared for the sole purpose of being

included in the prospectus for Cape Range Ltd that will

be lodged with the Australian Securities and Investments

Commission. This report or any part of it may not be used

for any other purpose without the express and prior written

consent of Restituto M. Mendoza and Cape Range Ltd.

Prepared By:

RESTITUTO M. MENDOZA

IBPNumber80322703January2011

PTR No. 6670596 03 January 2011

MCLE Compliance Number III-0000707 12 September 2008

Laguna Chapter

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The Shares offered under this Prospectus should be

considered speculative because of the nature of the

Company’s business. The future profitability of the

Company will be dependent on the successful commercial

exploitation of its business and operations.

Whilst the Directors recommend the Offer, there are

numerous risk factors involved. The following is a

summary of the more material matters to be considered.

However, this summary is not exhaustive and potential

investors should examine the contents of this Prospectus

in its entirety and consult their professional advisors

before deciding whether to apply for the Shares.

The risk factors set out in this Section, and others not

specifically referred to may, in the future, materially affect

the financial performance of the Company and the value

of the Shares. Therefore, the Shares carry no guarantee

with respect to the payment of dividends, returns of

capital or the market value of those Shares.

Basedontheinformationavailable,anon-exhaustivelist

of risk factors which may affect the Company’s financial

position, prospects and the price of its listed securities

include the following.

Risks relating to the Company’s operations

10.1 Risks associated with operating in the

Philippines and Zimbabwe

The Company’s projects are located in the Philippines

and Zimbabwe and the Company will be subject to the

risks associated with operating in those countries. Such

risks can include economic, social or political instability

or change, or instability and changes of law affecting

foreign ownership, government participation, taxation,

working conditions, rates of exchange, exchange control,

exploration licensing, export duties, repatriation of income

or return of capital, environmental protection, mine safety,

labour relations as well as government control over

mineral properties or government regulations.

Changes to the Philippine and Zimbabwean mining or

investment policies and legislation or a shift in political

attitude may adversely affect the Company’s operations

and profitability.

Risks relating to the Company’s operations

10.2 The Philippine’s and Zimbabwe legal environment

The Philippine and Zimbabwean legal systems are less

developed than more established countries and this could

result in the following risks:

(a) political difficulties in obtaining effective legal

redress in the courts whether in respect of a breach

of law or regulation or in an ownership dispute;

(b) a higher degree of discretion held by various

government officials or agencies;

(c) the lack of political or administrative guidance

on implementing applicable rules and regulations,

particularly in relation to taxation and property rights;

(d) inconsistencies or conflicts between and within

various laws, regulations, decrees, orders and

resolutions; or

(e) relative inexperience of the judiciary and court in

matters affecting the Company.

Risk Factors10

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Risk Factors

10.3 Sovereign risk - the Philippines and Zimbabwe

The Company’s prospective projects are located in the

Philippines and Zimbabwe which are countries considered

to be a developing country and as such subject to

emerging legal and political systems compared with the

systems in place in Australia.

Possible sovereign risks include, without limitation,

changes in the terms of mining legislation, changes to

royalty arrangements, changes to taxation rates and

concessions and changes in the ability to enforce legal

rights. Any of these factors may, in the future, adversely

affect the financial performance of the Company and the

market price of its Shares.

No assurance can be given regarding future stability in

these or any other country in which the Company may

have an interest.

10.4 Operating risks

There can be no assurance that the Company’s intended

goals will lead to successful exploration, mining and/

or production operations. Further, no assurance can be

given that the Company will be able to initiate or sustain

minerals production, or that future operations will achieve

commercial viability.

When additional exploration at the Project is undertaken

and if a JORC compliant resource or reserve is not defined,

then it may have a negative impact on the Company.

Future operations of the Company may be affected by

various factors including:

(f) geological and hydrogeological conditions;

(g) limitations on activities due to seasonal weather patterns and monsoon activity;

(h) unanticipated operational and technical difficulties

encountered in survey, drilling and production

activities;

(i) electrical and/or mechanical failure of operating

plant and equipment, industrial and environmental

accidents, industrial disputes and other force

majeure events;

(j) equipment failure, fires, spills or industrial and

environmental accidents;

(k) unavailability of aircraft or equipment to undertake

airborne surveys and other geological and

geophysical investigations;

(l) risk that exploration, appraisal, development, plant or

operating costs prove to be greater than expected or

that the proposed timing of exploration, development

or production may not be achieved;

(m) failure to achieve exploration success;

(n) the supply and cost of skilled labour;

(o) unexpected shortages or increases in the costs of

consumables, diesel fuel, spare parts, plant and

equipment, and;

(p) prevention and restriction of access by reason of

political unrest, outbreak of hostilities and inability

to obtain consents or approvals.

No assurances can be given that the Company will achieve

commercial viability through the successful exploration and/or mining.

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Risk Factors

10.5 Exploration

Mining exploration is inherently associated with risk.

Notwithstanding the experience, knowledge and careful

evaluation a company brings to an exploration project

there is no assurance that recoverable mineral resources

will be identified. Even if identified, other factors such

as technical difficulties, geological conditions, adverse

changes in government policy or legislation or lack of

access to sufficient funding may mean that the resource

is not economically recoverable or may otherwise preclude

the Company from successfully exploiting the resource.

10.6 Exploration and operating costs

The proposed exploration expenditure of the Company is

based on certain assumptions with respect to the method

and timing of exploration and feasibility work. 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.

10.7 Title risk

The mining claims in which the Company will, or may

acquire an interest in the future are subject to the

applicable local laws and regulations.

Claims in which the Company interest are subject to the

relevant conditions applying in each jurisdiction. Failure

to comply with these conditions may render the claims or

licenses liable to forfeiture.

All of the projects in which the Company may acquirean

interest will be subject to application for claim renewal

from time to time. Renewal of the term of each claim is

subject to applicable legislation. If the claim is not renewed

for any reason, the Company may suffer significant

damage through loss of the opportunity to develop and

discover any mineral resources on that claim.

Investors should refer to the Solicitors’ Report on Claims

in Section 9 of this Prospectus for further details regarding

CMPL’s interest in claims comprising the Project.

10.8 Contractual risks

The Company, CMPL and CMPL’s subsidiary Geomin

have entered into a number of agreements, as detailed

in this Prospectus. The ability of the Company to achieve

its objectives will depend on the performance by the

counterparties to these agreements of their obligations.

If any counterparty defaults in the performance of their

obligations, it may be necessary for the Company or CMPL

to approach a court to seek a legal remedy. Legal action

can be costly. Furthermore, certain contracts to which

either the Company or CMPL is a party are governed by

laws of jurisdictions outside Australia. There is a risk that

the Company may not be able to seek legal redress that

it could expect under Australian law; and generally there

can be no guarantee that a legal remedy will ultimately be

granted on the appropriate terms.

10.9 Price of gold

Upon successful completion of the Offer the Company’s

main focus will be on the Camarines Norte Gold Project.

The market price of gold is set in the world market and

is affected by numerous industry factors beyond the

Company’s control including the demand for precious

metals, expectations with respect to the rate of inflation,

interest rates, currency exchange rates, the demand for

jewellery and industrial products containing metals, gold

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Risk Factors

production levels, inventories, cost of substitutes, changes

in global or regional investment or consumption patterns,

and sales by central banks and other holders, speculators

and producers of gold and other metals in response to any

of the above factors, and global and regional political and

economic factors.

A decline in the market price of gold could have a material

adverse impact on the ability of the Company to finance the

exploration and development of the Camarines Norte Gold

Project and future gold projects

10.10 Recent commodity prices

Recent increases in commodity prices have encouraged

increases in exploration, development and construction

activities, which have resulted in increased demand for,

and cost of, exploration, development and construction

services and equipment. Increased demand for services

and equipment could cause exploration and project costs

to increase materially, resulting in delays if services or

equipment cannot be obtained in a timely manner due

to inadequate availability, and could increase potential

scheduling difficulties and costs due to the need to

coordinate the availability of services or equipment, any

of which could materially increase project exploration,

development or construction costs or result in project

delays or both. Any such material increase in costs would

adversely affect the Company’s financial condition.

10.11 Health, safety and the environment

The conduct of business in the resources sector involves

a variety of risks to the health and safety of personnel and

to the environment. It is conceivable that an incident may

occur which might negatively impact on the Company’s

business.

10.12 Compliance risk

Title to a mining claim may be subject to the holder

complying with the terms and conditions of the claim,

including any minimum annual expenditure commitments.

There is a risk that if the holder does not comply with the

terms and conditions of each claim, it may lose its interest

in the relevant interest.

10.13 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.

10.14 Environmental risks

The mining claim operations and proposed activities of the

Company are subject to the laws of the Philippines and

Zimbabwean regulations concerning the environment. As

with most exploration projects, the Company’s activities are

expected to have an impact on the environment, particularly

during advanced exploration and future mining activities. It

is the Company’s intention to conduct its activities to the

highest standard of environmental obligation, including

compliance with all environmental laws.

10.15 Changes in government policy and laws

Changes in government or statutory changes may affect

the Company’s business and its operations.

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Risk Factors

10.16 International operations

International sales and operations are subject to a number

of risks, including:

(q) potential difficulties in enforcing agreements

(including joint venture agreements) and collecting

receivables through foreign local systems;

(r) potential difficulties in protecting intellectual

property;

(s) increases in costs for transportation and shipping;

and

(t) restrictive governmental actions, such as imposition

of trade quotas, tariffs and other taxes.

Any of these factors could materially and adversely

affect the Company’s business, results of operations and

financial condition.

10.17 Commodity price volatility and exchange rate

risks

The Company holds tenure in the Philippines, with

expenditure required in Philippine pesos.

If the Company achieves exploration 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

fluctuations and risks.

Commodity prices fluctuate and are affected by many

factors beyond the control of the Company. Such factors

include supply and demand fluctuations for gold and

other commodities, technological advancements, forward

selling activities and other macro-economic factors.

Furthermore, international prices of various commodities

(including gold) are denominated in United States dollars,

whereas the expenditure of the Company is 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.

In the future, a significant proportion of the Company’s

revenues, cash inflows, other expenses, capital

expenditure and commitments may be denominated in

foreign currencies.

To comply with Australian reporting requirements the

income, expenditure and cash flows of the Company will

need to be accounted for in Australian dollars. This will

result in the income, expenditure and cash flows of the

Company being exposed to the fluctuations and volatility

of the rate of exchange between other currencies and the

Australian dollar, as determined in international markets.

Furthermore, at this stage the Company has decided

to not put in place any hedges in relation to foreign

exchange. This may result in the Company being exposed

to exchange rate risk, which may have an adverse

impact on the profitability and/or financial position of the

Company.

General risks

10.18 Subsidiary risk

The Camarines Norte Gold Project’s exploration assets

are held by, CMPL, which on completion of the acquisition

of CMPL will become a subsidiary of the Company.

The Company’s rights to participate in a distribution of

CMPL’s assets in the event of liquidation, re-organisation

or insolvency is generally subject to prior claims of that

entity’s creditors, including trade creditors.

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10.19 General economic climate

The Company’s future can be affected by factors beyond

its control such as supply and demand for its goods and

services, and general economic conditions.

10.20 Reliance on key management

The responsibility of overseeing the day-to-day operations

and the strategic management of the Company and its

controlled entities 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 senior management,

key personnel or employees cease their involvement or

employment with the Company or its controlled entities.

10.21 Additional requirements for capital

The continued operations of the Company are dependent

on its ability to obtain financing through debt and equity

financing, or generating sufficient cash flows from future

operations. There is a risk that the Company may not

be able to access capital from debt or equity markets

for future projects or developments, which could have a

material adverse impact on the Company’s business and

financial condition.

10.22 Insurance risks

The Company maintains insurance for certain activities

within ranges of coverage that it believes to be consistent

with industry practice and having regard to the nature of

activities being conducted. The occurrence of an event that

is not covered or fully covered by insurance could have a

material adverse effect on the business, financial condition

and results of the Company.

10.23 Market risk and interest rate volatility

From time to time, the Company may borrow money and

accordingly will be subject to interest rates which may

be fixed or floating. A change in interest rates would be

expected to result in a change in the interest cost to the

Company and, hence, may affect its profit.

10.24 Competition

There is a risk that the Company will not be able to

continue to compete in the competitive industry in which it

operates. The potential exists for the nature and extent of

the competition to change rapidly, which may cause loss

to the Company.

10.25 Share market

There are general risks associated with any investment and

the share market. The price of the Company’s securities on

the ASX may rise and fall depending on a range of factors

beyond the Company’s control and which are unrelated to

the Company’s financial performance. These factors may

include movements on international stock markets, interest

rates and exchange rates, together with domestic and

international economic conditions, inflation rates, investor

perceptions, changes in government policy, commodity

supply and demand, government taxation and royalties,

war, global hostilities and acts of terrorism.

10.26 Liquidity risk

There is no guarantee that there will be an ongoing liquid

market for the Company’s securities. Accordingly, there is

a risk that, should the market for the Company’s securities

become illiquid, Shareholders will be unable to realise their

investment in the Company.

10.27 Potential acquisitions

As part of its business strategy, the Company may

make acquisitions of, or significant investments in,

complementary companies or prospects although other

than as disclosed in this Prospectus no such acquisitions or

investments are currently planned. Any such transactions

will be accompanied by risks commonly encountered in

making such acquisitions.

Risk FactorsRisk Factors

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11.1 Share Sale AgreementOn30May2011,theCompanyandtheVendorsenteredinto the Share Sale Agreement, the material terms of which are described as follows.

Conditions PrecedentSettlement of the acquisition of CMPL is subject to the satisfaction or waiver (as applicable) of a number of conditions precedent. The outstanding conditions as at the date of this Prospectus are as follows:

(a) the Company complying with any requirements of ASX including, if necessary, the requirements of Chapters 1 and 2 of the ASX Listing Rules, including issuing this Prospectus, as if the Company were applying for admission to the Official List of ASX (as required by ASX Listing Rule 11.1.3); and

(b) the receiving of sufficient applications to meet the minimum subscription under this Prospectus.

Purchase PriceThe Purchase Price of CMPL is comprised of:(a) an initial consideration of 20,000,000 Shares and

10,000,000VendorOptions;

(b) subject to the delineation of a JORC inferred resource of 500,000 ounces of gold in relation to the Camarines Norte Gold Project:(i) 12,500,000 Shares;(ii) 6,250,000VendorOptions;and(iii) $1,000,000;

(c) subject to the delineation of an aggregate JORC inferred resources of 1,000,000 ounces of gold in relation to the Camarines Norte Gold Project:(i) 12,500,000 Shares;(ii) 6,250,000VendorOptions;and(iii) $1,000,000;

(d) subject to the Company completing a bankable

feasibility study in relation to the Camarines Norte

Gold Project:

(i) 30,000,000 Shares;

(ii) 15,000,000 Milestone Options; and

(iii) $5,000,000; and

(e) a royalty at the rate of 2.5% of Net Smeltering

Revenue derived from the Camarines Norte Gold

Project.

At completion the Company is also required to pay on

behalf of CMPL the sum of $1,000,000 to or at the

direction of CNMEI.

CMPL Assets and LiabilitiesThe assets of CMPL comprise:

(a) the right to minerals on the tenements comprising

the Camarines Norte Gold Project subject to the

Permitted Encumbrances;

(b) 100% of the issued capital in Geomin; and

(c) all data relating to the exploration and mining on

the Camarines Norte Gold Project in the possession

of CMPL.

The liabilities of CMPL are as set out in the Investigating

Accountant’s Report.

wSettlementOn settlement of the acquisition of CMPL:

(a) The Vendors must deliver to the Company duly

executed and completed transfers in favour of the

Company of all of the shares in CMPL.

(b) The Company must pay on behalf of CMPL

11 Material Contracts

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Cape Range 2011 93

Cape Range LTD

$1,000,000 to or at the direction of Camarines Norte

Mining and Exploration Inc in satisfaction of monies

owing by CMPL and issue 20,000,000 Shares and

grant10,000,000VendorOptionstotheVendors.

11.2 Memorandum of Agreement - CNMEI and NIBDC

NIBDC,theregisteredholderofApplicationforProduction

Sharing Agreement APSA 00322-V and Small Scale

Mining Permit ECC-RO5-0711-3721 has entered into

a Memorandum of Agreement with CNMEI pursuant to

which CNMEI has the right to explore, mine and develop

APSA 0032-V and Small Scale Mining Permit ECC-

RO5-0711-3721.

CNMEI is entitled to 90% of the profits from work carried out

pursuant to theMemorandumofAgreementandNIBDC is

entitled to 10% of the profits.

NIBDCisalsoentitledto:

(a) 2% of Net Smeltering Revenue on all future mineral

productionfromtheminingofAPSA00322-V;

(b) 2,000,000 Philippines peso upon commercial

production; and

(c) the right to be reimbursed for expenses relating

to perfection of mineral rights in relation to APSA

00322-V.

11.3 Deed of Assignment between GMC and CNMEI

GMC, the registered holder of Exploration Permit Application

EXPA-000061-V,hasentered intoaDeedofAssignment

withCNMEIassigningalloftherightstoEXPA-000061-V

to CNMEI.

11.4 Operating Agreement - CNMEI and Geomin

Geomin (a wholly owned subsidiary of CMPL) has entered

into an Operating Agreement with CNMEI pursuant to

which Geomin is entitled to mine and produce gold on

the properties comprising the Camarines Norte Gold

Mining Project.

Pursuant to the Operating Agreement Geomin is entitled to

80% of the gross gold mined and CNMEI is entitled to 20%

of the gross gold mined.

11.5 Memorandum of Agreement - CNMEI and CMPL

CMPL has entered into a Memorandum of Agreement with

CNMEI pursuant to which CMPL has assumed all of the

obligations and been assigned all of the rights of CNMEI in

relation to the Camarines Gold Mining Project comprising:

(a) the rights pursuant to the Memorandum of

AgreementwithNIBDC;

(b) the rights pursuant to the Operating Agreement with

Geomin; and

(c) the rights pursuant to the Deed of Assignment with

GMC.

The consideration for the assignment is the sum of

$1,000,000, which is payable by the Company at

completion in relation to the Share Sale Agreement.

11.6 Domboshawa Hill Option

On 6 October 2010, the Company entered into a

memorandum of understanding with Willaway Enterprises

(Private) Limited (a company incorporated under the laws

of Zimbabwe) (Willaway) pursuant to which Willaway

has granted the Company the option to acquire up to a

75% interest in claim EPO 13/10 located in the Harare-

Material Contracts

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94 Cape Range 2011

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Bindura-ShamvagreenstonebeltinZimbabwe(beingthe

Domboshawa Hill Project).

Willaway holds a 90% interest in the mineral rights in

relation to the Domboshawa Hill Project.

The Company has the exclusive rights to undertake due

diligence on the Domboshawa Hill Project until 6 October

2011 in exchange for a US$50,000 fee payable on

requotation of the Company’s Shares on ASX.

Following completion of due diligence, the Company has

the option to acquire a 51% interest in the Domboshawa

Hill Project for payment of US$500,000 in cash and

US$500,000 in Shares to Willaway within 18 months of

signing of the MOU.

The Company may acquire a further 24% (being a total

75%) interest in the Domboshawa Hill Project by payment

of a further US$500,000 in cash and US$500,000 of

Shares to Willaway within 24 months of settlement of the

acquisition of the initial 51% interest.

11.7 Snakes Head Option

On 9 November 2010, the Company entered into a

memorandum of understanding with Willaway pursuant

to which Willaway has granted the Company the option to

acquire a 100% interest in 79 prospecting claims located

within part of the “Great Dyke”, which is approximately

150km north of Harare in Zimbabwe (being the Snakes

Head Platinum Project).

The Company has the exclusive right to undertake due

diligence on the Snakes Head Platinum Project until 30

October 2011 in exchange for a fee of 500,000 Shares

in the Company to be issued on requotation of the

Company’s Shares on ASX.

Following completion of due diligence, the Company has

the option to acquire a 51% interest in the Snakes Head

Platinum Project for payment of US$500,000 in cash and

US$1,500,000 of Shares to Willaway within 3 months of

exercise of the option.


75%) interest in the Snakes Head Platinum Project at

any time within 24 months of settlement of the 51%

acquisition by payment of US$500,000 in cash and

US$500,000 of Shares to Willaway within 3 months of



100%) interest in the Snakes Head Platinum Project at

any time within 24 months of settlement of the 75%

acquisition by payment of US$1,000,000 in cash and

US$1,000,000 of Shares to Willaway within 3 months of


In the event the option is exercised, Willaway is entitled

to a net royalty of US$5 per ounce in platinum value

equivalence, of any minerals produced from the Snakes

Head Platinum Project.

11.8 Corporate Advisor and Sponsoring Broker

Mandate

On 21 June 2011, the Company executed a mandate with

MDS Financial Services Pty Ltd which sets out the terms on

which MDS Financial Services Pty Ltd has agreed to act as

corporate advisor to the Company, and lead manager and

sponsoring broker to the Offer (Mandate).

MDS Financial Services Pty Ltd will be paid the following

fees under the terms of the Mandate:

(a) a success fee of 5% of funds raised under the

Offer (plus GST);

(b) a sponsoring broker fee of $15,000 (plus GST); and

Material Contracts

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Material Contracts

(c) 2,000,000 Options to be issued to MDS Financial

Services Pty Ltd or its nominee/s, with an exercise price

of $0.25, expiring 3 years from the date of issue.

11.9 Managing Director Agreement

The Company, Mr Joe Cornelius and Ms Dawn Cornelius

(as trustee for Goldfind Holdings Pty Ltd) (Contractor) have

entered into an agreement pursuant to which Mr Cornelius

(on behalf of the Contractor) will provide the services of

Managing Director of the Company (Managing Director

Agreement).

The term of the Managing Director Agreement is 3 years,

commencing on 9 September 2009 (Term).

The Company currently pays to the Contractor a fee of

$210,000 per annum (plus GST) payable monthly in

arrears (Fee).

The Fee will be reviewed on each anniversary of the

commencement date, and on completion of each capital

raising or any new acquisition undertaken by the Company.

In addition to the Fee, the Company will reimburse the

Contractor for all reasonable expenses incurred in the

performance of the services under the Managing Director

Agreement.

Either party may terminate the Managing Director

Agreement by 3 months written notice.

If the Company gives notice of termination, or the

Managing Director Agreement is terminated as a result of

Mr Cornelius being removed as a Director, the Company

must pay the Contractor any of the Fee accrued at the date

of termination plus an amount equal to 5% of the equity

interests of the Company as set out in the Company’s

latest published accounts, or such lesser amount permitted

by the Listing Rules or any Shareholder approval.

In addition, in the event the Company terminates the

Managing Director Agreement as a result of either

deciding to change its principal business activities or the

responsibilities of Mr Cornelius are materially changed, the

Contractor will be entitled to an amount equal to 5% of the

equity interest of the Company as set out in the Company’s

latest published accounts, or such lesser amount permitted

by the Listing Rules or any Shareholder approval.

If the Company gives notice of termination due to breach

by the Contractor, the Contractor is entitled to a payment

equal to 6 months’ entitlement under the contract.

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Pursuant to section 712 of the Corporations Act the following documents that have been released to the ASX and lodged with

ASIC are incorporated in this Prospectus:

Copies of all documents lodged with ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

ASX maintains files containing publicly available information for all listed companies on its internet site (www.asx.com.au). The Company’s announcements can be viewed at this site.

12 Incorporation of Documents by reference

Date Title of Announcement

18 May 2011 2010 Annual Report

30 May 2011 Notice of General Meeting

31 May 2011 Results of Annual General Meeting

3June2011 Appendix3B–grantof10,200,000Options

8 June 2011 Transfer of Share Registry

16June2011 Boardchanges

16 June 2011 Final Director’s interest notice

16 June 2011 Initial Director’s interest notice

28 June 2011 Results of General Meeting

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13.1 Rights Attaching to SharesThe 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) VotingRights

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

The Directors may from time to time declare a

dividend to be paid to the Shareholders entitled

to the dividend. Subject to the rights of any

preference shareholders and to the rights of the

holders of any shares created or raised under any

special arrangement as to dividend, the dividend as

declared shall be payable on all Shares according

to the proportion that the amount paid (not credited)

is of the total amounts paid and payable (excluding

amounts credited) in respect of such Shares in

accordance with Part 2H.5 of Chapter 2H of the

Corporations Act.

(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 Shares

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

Shares at the time of the commencement of the

winding up shall rank in priority after all other shares.

13Additional Information

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98 Cape Range 2011

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Additional Information

(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) VariationofRights PursuanttoSection246BoftheCorporationsAct,

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.

13.2 Disclosure of Interests - Directors

Directors are not required under the Company’s

Constitution to hold any Shares. As at the date of

this Prospectus, the Directors of the Company have

relevant interests in Shares and Options as set out in

the table below:

Mr Johnson is a director of MDS Financial Services Pty Ltd and is a member of the class of beneficiaries of a trust that owns approximately 7% of the parent entity of MDS Financial Services Pty Ltd.

13.3 RemunerationThe 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 $150,000 per annum.

The remuneration of executive Directors will be fixed by

the Directors and may be paid by way of fixed salary or

consultancy fee.

The remuneration of each of the two non-executive

Directors is currently fixed at $50,000 per annum

(inclusive of superannuation).

As at the date of this Prospectus, the remuneration paid

to the Directors is set out as follows:

DIRECTOR SHARES OPTIONS

Wayne Johnson 62,000 120,000

Joseph Cornelius 184,000 200,000

Michael Higginson 180,000 160,000

Director Financial Year ended 1 January 2011 31 December 2010 to 30 June 2011

Wayne Johnson $48,670 $25,000

Joseph Cornelius $205,000 $105,000

Michael Higginson $31,000 $18,000

SECTION 13

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Cape Range LTD

13.4 Director Indemnity

Clause 27.1 of the Constitution relevantly provides that

the Company indemnifies and agrees to keep indemnified

every director, principal executive officer or secretary of

the Company against a liability to another person, other

than the Company or a related corporate of the Company,

provided that:

(a) the provisions of the Corporations Act (including,

but not limited to, Chapter 2E) are complied with in

relation to the giving of the indemnity; and

(b) the liability does not arise in respect of conduct

involving a lack of good faith on the part of the officer.

Clause 27.2 of the Constitution provides that the Company

indemnifies and agrees to keep indemnified every director,

principal executive officer and secretary of the Company

out of the property of the Company in relation to the period

during which that officer held office against a liability for

costs and expenses incurred by that officer in that capacity:

(a) in defending proceedings, whether civil or criminal,

in which:

(i) judgement is given in favour of that officer; or

(ii) that officer is acquitted; or

(b) in connection with an application in relation to any

proceedings referred to in clause 27.2(c) in which

relief is granted to that officer by the Court under the

Corporations Act.

Clause 27.3 of the Constitution relevantly provides that

the Company or a related body corporate of the Company

may pay, or agree to pay, a premium under a contract

insuring an officer in relation to the period during which that officer held that office, including in respect of a liability for costs and expenses incurred by a person in defending civil or criminal proceedings whether or not the officer has successfully defended himself in these proceedings, provided that:

(a) the provisions of the Corporations Act (including, but not limited to, Chapter 2E) are complied with in relation to the payment of the premium; and

(b) the liability does not arise out of conduct involving a wilful breach of duty to the Company or a contravention of Sections 184(2) or (3) of the Corporations Act.

13.5 Fees and BenefitsOther 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; or

(c) promoter of the Company,

has, or had within two (2) years before lodgement of this Prospectus with 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 Shares

under this Prospectus; or

(c) the Offer of Shares under this Prospectus,


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100 Cape Range 2011

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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 promotion of the Company

or the Offer of Shares under this Prospectus other than the

remuneration set out in Section 13.3.

Pro Count Pty Ltd has acted as Independent Accountant

and has prepared an Independent Accountant’s Report

which has been included in Section 8 of this Prospectus.

The Company estimates it will pay Pro Count Pty Ltd a total

of $4,500 for these services.

Bennett + Co has acted as the Australian solicitors

to the Company in relation to this Prospectus. The

Company estimates it will pay Bennett + Co $20,000

for these services up to the date of lodgement of this

Prospectus with ASIC. Subsequently, fees will be charged

in accordance with normal charge out rates.

BMGS Perth Pty Ltd has acted as the Independent

Geologist and has prepared the Independent Geologist’s

Report set out in Section 7 of this Prospectus. The

CompanyestimatesthatitwillpayBMGSPerthPtyLtda

total of $20,000 for these services.

Restituto M Mendoza has acted as the Philippines solicitors

to the Company in relation to this Prospectus, has been

involved in and has prepared the Solicitor’s Report on

Claims set out in Section 9 of this Prospectus. The

Company estimates it will pay approximately $2,500 for

these services.

MDS Financial Services Pty Ltd has acted as Corporate

Advisor to the Company and Sponsoring Broker for the

Offer in relation to this Prospectus. The Company will pay

MDS Financial Services Pty Ltd the fees as outlined in

Section 11.8 for its services.

13.6 Consents

Each of the parties referred to in this Section:

(a) do 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.

Pro Count Pty Ltd has given their written consent to being

named as Independent Accountant in this Prospectus and

to the inclusion of the Independent Accountant’s Report in

Section 8 in the form and context in which the report is

included. Pro Count Pty Ltd has not withdrawn its consent

prior to lodgement of this Prospectus with ASIC.

Bennett + Co has given its written consent to being

named as the Australian solicitor to the Company in this

Prospectus.Bennett+Cohasnotwithdrawn itsconsent

prior to the lodgement of this Prospectus with ASIC.

MDS Financial Services Pty Ltd has given its written

consent to being named as the Corporate Advisor to

theCompany andSponsoringBroker to theOffer in this

Prospectus has not withdrawn its consent prior to the

lodgement of this Prospectus with ASIC.

Restituto M Mendoza has given its written consent to be

named as the Philippines solicitor to the Company in this

Prospectus and to the inclusion of the Solicitor’s Report on

Claims in Section 9 in the form and context in which the

SECTION 13

Cape Range 2011 101

Cape Range LTD


report is included. Restituto M Mendoza has not withdrawn

its consent prior to lodgement of this Prospectus with ASIC.

BMGSPerthPtyLtdhasgivenitswrittenconsenttobeing

named as the Independent Geologist to the Company in

this Prospectus and to the inclusion of the Independent

Geologist’s Report in Section 7 in the form and context

inwhich the report is included.BMGSPerthPtyLtdhasnot withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

13.7 Expenses of the OfferThe cash expenses of the Offer are estimated to be approximately $345,000 and are expected to be applied towards the items set out in the table below:

13.8 LitigationOn 19 May 2011 the Supreme Court of Western Australia gave the Company leave to issue a writ against Ox Mining (PVT)Limited(Ox Mining) and for leave to serve the writ outside Western Australia. The writ was issued on 26 May 2011 and in accordance with the Supreme Court Rules, arrangements have been made for notice of the writ to be served on Ox Mining through diplomatic channels.

The writ claims amongst other relief, the return of the sum of US$950,000 loaned to Ox Mining and restitution of the sum of US$250,000 paid to Ox Mining as an option fee under the terms of a loan agreement, heads

of agreement and option agreement entered into with Ox Mining in July and September 2010, further or alternatively damages, together with interest and costs.

Once notice of the writ is served, Ox Mining will have 30 days to file and serve a notice of appearance failing which judgment in default may be entered against it.

As at the date of this Prospectus, the Company is not involved in any other legal proceedings and the Directors are not aware of any other legal proceedings pending or threatened against the Company.

ITEMS OF EXPENDITURE AMOUNT $

ASIC fees 2,500

ASX fees1 25,000

Printing, mail, postage 2,000

Artwork, website 3,500

LegalFees-Bennett+Co 20,000

Legal Fees - Restituto M Mendoza 2,500

Corporate Advisory Fees1 265,000

Independent Accountant’s Fees 4,500

Independent Geologist’s Fees 20,000

TOTAL $345,000

1BasedontheCompanyraising$5,000,000pursuanttotheOffer.

Notes:

SECTION 13

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13.9 Electronic ProspectusPursuant to Class Order 00/044, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic Prospectus on the basis of a paper Prospectus lodged with ASIC, and the publication of notices referring to an electronic Prospectus, 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 appropriate 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.caperange.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 provided together with the electronic Prospectus and any relevant supplementary prospectus or any of those documents were incomplete or altered.

13.10 TaxationThe acquisition and disposal of Shares 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

Shares 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 Shares under this

Prospectus.

13.11 Financial ForecastsThe Directors have considered the matter set out in

ASIC Regulatory Guide 170 and believe that they do

not have a reasonable basis to forecast future earnings

on the basis that the operations of the Company are

inherently uncertain. Accordingly, any forecast or projection

information would contain such a broad range of potential

outcomes and possibilities that it is not possible to prepare

a reliable best estimate forecast or projection.

14 Directors' AuthorisationThis 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 ASIC.

____________________Joe CorneliusManaging DirectorFor and on behalf of CAPE RANGE LIMITED

SECTION 14

104 Cape Range 2011

Cape Range LTD

Where the following terms are used in this Prospectus they

have the following meanings:

A$ or $ means an Australian dollar.

Application Form means the application form

accompanying this Prospectus relating to the Offer.

ASIC means the Australian Securities & Investments

Commission.

ASXmeansASXLimited(ABN98008624691).

Board means the board of Directors of the Company as

constituted from time to time.

Camarines Norte Gold Project or Project means the

rights of CMPL to minerals on the following tenements in

the Camarines Norte province of the Philippines subject to

the Permitted Encumbrances:

(a) Small Scale Mining Permit granted under

Environmental Compliance Certificate ECC-

RO5-O711-3721;

(b) Application For a Production Sharing Agreement

APSA00322-V;and

(c) ExplorationPermitApplicationEXPA-000061-V.

Closing Date means the closing date for the Offer as set

out in Section 3.2, or such other date as determined by the

Directors at their sole discretion.

CompanymeansCapeRangeLimited(ABN43009289481).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CMPL means Camarines Mining Pty Ltd (ACN 149 248 448).

CNMEI means Camarines Norte Mining and Exploration

Inc, a corporation duly established and existing under and

by virtue of Philippines law.

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 ASIC by not more than 7 days pursuant to

Section 727(3) of the Corporations Act.

Geomin means Geomin Resources Asia, Inc, registration

number CS200917115, a private company incorporated

in accordance with the laws of the Republic of the

Philippines, a wholly owned subsidiary of CMPL.

GMC means Guidance Management Corporation, a

corporation duly established and existing under and by

virtue of Philippine law.

JORC means the Australasian Joint Ore Reserves

Committee for reporting Mineral Resources and Ore

Reserves.

Listing Rules means the official listing rules of ASX.

Loyalty Option means an option to acquire a Share

proposed to be offer under the non-renounceable

entitlements offer referred to in Section 4.9.

Glossary15

SECTION 15

Cape Range 2011 105

Cape Range LTD

Milestone Option means an option to acquire a Share

exercisable at 30 cents and expiring on the later of 31

March 2016 or 12 months after the expiration of any

escrow restriction imposed by ASX.

Net Smeltering Revenue means a royalty based on

gold production calculated as a percentage of the gross

revenue received from the gold produced less all costs

associated with the mining and processing of gold,

including depreciation and amortisation.

NIBDCmeansNorthernIslandsBuildersandDevelopment

Corporation, a domestic corporation duly organised and

existing under the laws of the Republic of the Philippines.

Offer means the offer of 25,000,000 Shares at $0.20

cents each (with the ability to accept oversubscriptions for

a further 5,000,000 Shares) as set out in this Prospectus.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in

accordance with the Listing Rules.

Option means an option to subscribe for a Share.

Permitted Encumbrances means:

(a) NIBDC has the right to a 10% share of net profits

derivedfromtheminingofAPSA00322-Vandisalso

entitled to receive 2% of Net Smeltering Revenue on

all future mineral production from that tenement;

(b) NIBDCisentitledtoreceivetheamountof2,000,000

Philippines peso upon commercial production and is

to be reimbursed by CMPL for expenses relating

to perfection of mineral rights in relation to APSA

00322-V;

(c) the surface land owners are jointly entitled to a

total of 1% of Net Smeltering Revenue on all future

mineralproductiononAPSA00322-V;and

(d) Geomin is required to repay $250,000 to Mineral

Agencies Pty Ltd upon the commencement of

commercial production on the Camarines Norte

Gold Project.

Prospectus means this Prospectus.

Section means a section of this Prospectus.

Share means a fully paid ordinary share in the capital of

the Company.

Share Registry means Advanced Share Registry

Services Ltd.

Share Sale Agreement means the agreement between

theCompanyandtheVendorsdated30May2011which

provides the Company with the right to acquire 100% of

the issued share capital of CMPL.

Shareholder means a holder of Shares.

US$ or USD means a United States dollar.

vendor Option means an option to acquire a Share

exercisable at 25 cents and expiring on 31 March 2015.

vendors means all of the shareholders of CMPL and

vendormeansanyoneoftheVendors.

WST means Western Standard Time in Western Australia.

Glossary

SECTION 15

106 Cape Range 2011

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APPLICATION FORM CAPE RANGE LIMITED

ACN 009 289 481

✂

The securities to which this application form (Application Form) relates are fully ordinary paid shares (Shares) in the capital of Cape Range Limited (Company). A prospectus containing information regarding investment in Shares was lodged with the Australian Securities and Investments Commission on 1 July 2011 (Prospectus). While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Shares. A person who gives another person access to the Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document.

pLease ReaD caReFULLy aLL insTRUcTiOns On THe ReveRse OF THis FORm.

Full Name:(PLEASE PRINT)

Title, Given Name(s) & Surname or Company Name

Joint Applicant #2 or <designated account> Joint Applicant #3 or <designated account>

Postal Address: (PLEASE PRINT) Street Number Street

Suburb/Town Post Code ABN,TaxFileNumberorExemption Applicant#2 Applicant#3

CHESS HIN or Existing SRN (where applicable) Number of Shares applied for Application money enclosed at 20 cents per Share

A$……………………………

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this application) under the Prospectus on the terms set out in the Prospectus.

PLEASE ENTER CHEQUE DETAILS THANkYOU

Drawer Bank BSB or Branch Amount

My/Our contact numbers in the case of inquiry are:Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . . . .ChequesshouldbemadepayabletoCapeRangeLimited-SubscriptionAccount,crossed“NOTNEGOTIABLE”.Chequesand completed Application Forms should be forwarded, to arrive no later than 5:00pm WST on 5 August 2011 (or such other date as is determined by the Directors) to Cape Range Ltd:

Cape Range Limited - Subscription AccountCape Range LtdPO Box 401BELMONT WESTERN AUSTRALIA 6984

gUiDe TO THe appLicaTiOn FORmIf an applicant has any questions on how to complete this Application Form, please telephone Advanced Share Registry on (08) 9389 8033 A. Application for Shares The Application Form must only be completed in accordance with instructions included in the Prospectus.

B. Name of Applicant Write the applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for

the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.

C. Name of Joint Applicants or Account Designation If JOINT APPLICANTS are applying, up to three joint applicants may register. If applicable, please provide details of the account designation in

brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

D. Address Enter the applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

E. Contact Details Please provide a contact name and daytime telephone number so that the Company can contact the applicant if there is an irregularity regarding

the Application Form.

F. CHESS HIN or existing SRN Details The Company participates in CHESS. If the applicant is already a participant in this system, the applicant may complete this section with their

existing CHESS HIN. If the applicant is an existing Shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the applicant will receive a new Issuer Sponsored account and statement.

G. Cheque Details Make cheques payable to “Cape Range Limited – Subscription Account” in Australian currency and cross them “Not Negotiable”. Cheques must

be drawn on an Australian bank. The amount of the cheque should agree with the amount shown on the Application Form.

H. Declaration ThisApplicationFormdoesnotneedtobesigned.BylodgingthisApplicationFormandachequefortheapplicationmoneytheapplicanthereby:(1) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors;(2) agrees to be bound by the Constitution of the Company; (3) authorises the Directors of the Company to complete or amend this Application Form where necessary to correct any errors or omissions;(4) acknowledges that he/she has received a copy of the Prospectus attached to this Application Form before applying for the Shares; and (5) acknowledges that he/she will not provide another person with this Application Form unless it is attached to or accompanied by the Prospectus.(6) Acknowledges that by completing the Application Form constitutes a binding and irrevocable offer to subscribe for the number of Shares specified

in the Application Form

cORRecT FORms OF RegisTRabLe TiTLeNote that ONLY legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

✂

Type OF invesTOR cORRecT FORm OF RegisTRabLe incORRecT FORm OF RegisTRabLe TiTLeIndividual Mr John Alfred Smith J A Smith Use given names in full, not initials

Company ABCPtyLtd ABCP/LorABCCoUse the company’s full title, not abbreviations

Joint Holdings Mr Peter Robert Williams & Peter Robert &Use full and complete names Ms Louise Susan Williams Louise S Williams

Trusts Mrs Susan Jane Smith Sue Smith Family Trust Use the trustee(s) personal name(s) <Sue Smith Family A/C>

Deceased Estates Ms Jane Mary Smith & Estate of late John SmithUse the executor(s) personal name(s) Mr Frank William Smith or <Est John Smith A/C> John Smith Deceased

Minor (a person under the age of 18) Mr John Alfred Smith Master Peter SmithUse the name of a responsible adult with <Peter Smith A/C>an appropriate designation.

Partnerships Mr John Robert Smith & John Smith and SonUse the partners personal names. Mr Michael John Smith <John Smith and Son A/C>

Long Names. Mr John William Alexander Mr John W A Robertson-Smith Robertson-Smith

Clubs/UnincorporatedBodies/BusinessNames MrMichaelPeterSmith ABCTennisAssociationUse office bearer(s) personal name(s). <ABCTennisAssociationA/C>

Superannuation Funds Jane Smith Pty Ltd Jane Smith Pty LtdUse the name of the trustee of the fund. <Super Fund A/C> Superannuation Fund

APPLICATION FORM CAPE RANGE LIMITED

ACN 009 289 481

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The securities to which this application form (Application Form) relates are fully ordinary paid shares (Shares) in the capital of Cape Range Limited (Company). A prospectus containing information regarding investment in Shares was lodged with the Australian Securities and Investments Commission on 1 July 2011 (Prospectus). While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Shares. A person who gives another person access to the Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document.

pLease ReaD caReFULLy aLL insTRUcTiOns On THe ReveRse OF THis FORm.

Full Name:(PLEASE PRINT)

Title, Given Name(s) & Surname or Company Name

Joint Applicant #2 or <designated account> Joint Applicant #3 or <designated account>

Postal Address: (PLEASE PRINT) Street Number Street

Suburb/Town Post Code ABN,TaxFileNumberorExemption Applicant#2 Applicant#3

CHESS HIN or Existing SRN (where applicable) Number of Shares applied for Application money enclosed at 20 cents per Share

A$……………………………

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this application) under the Prospectus on the terms set out in the Prospectus.

PLEASE ENTER CHEQUE DETAILS THANkYOU

Drawer Bank BSB or Branch Amount

My/Our contact numbers in the case of inquiry are:Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . . . .ChequesshouldbemadepayabletoCapeRangeLimited-SubscriptionAccount,crossed“NOTNEGOTIABLE”.Chequesand completed Application Forms should be forwarded, to arrive no later than 5:00pm WST on 5 August 2011 (or such other date as is determined by the Directors) to Cape Range Ltd:

Cape Range Limited - Subscription AccountCape Range LtdPO Box 401BELMONT WESTERN AUSTRALIA 6984

Unit 5, 324 Great Eastern HighwayAscot, Western Australia, 6104

PO Box 401, Belmont, WA, 6984

Telephone: +61 (08) 9479 6044Facsimile: +61 (08) 9479 4044

Email: [email protected]

Cape Range LTDABN 43 009 289 481

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