prospectus · 2008-06-05 · prospectus was lodged with the asic (expiry date). no securities may...

Independent Geologist’s Report 2

prospectus

IMPORTANT INFORMATIONThis 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 offered by this Prospectus should be considered speculative.

For the offer of 17,500,000 Shares at an issue price of 20 cents each to raise $3,500,000

LIMITED ABN: 47 125 688 940

2008

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� Waratah Gold Limited: 2008 Prospectus

This Prospectus is dated 27 May 2008 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No securities may be issued on the basis of this Prospectus after the Expiry Date.

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

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered speculative.

Web Site – Electronic ProspectusA copy of this Prospectus can be downloaded

from the website of the Company at www.waratahgold.com.au

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

important notice

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Exposure PeriodThis 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.

contents1. Corporate Directory 1

2. Chairman’s Letter 2

3. Investment Overview 3

4. Details of the Offer 5

5. Company and Project Overview 7

6. Directors and Corporate Governance 8

7. Independent Geologist’s Report 10

8. Investigating Accountant’s Report 42

9. Solicitor’s Report on Tenements 50

10. Risk Factors 69

11. Additional Information 71

12. Directors’ Authorisation 77

13. Glossary 77

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corporate directory

DirectorsPeter Bennetto Non-Executive Chairman

Andrew Maurice Managing Director

Jonathan Downes Non-Executive Director

David Round Non-Executive Director

Ian Bruce Non-Executive Director

Registered OfficeLevel 1, 350 Hay Street SUBIACO WA 6008

Telephone: (08) 6365 4532 Facsimile: (08) 6210 1872

Websitewww.waratahgold.com.au

Share Registry*Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233

Solicitors to the CompanySteinepreis Paganin Lawyers and Consultants Level 4, Next Building 16 Milligan Street PERTH WA 6000

Auditors and Investigating AccountantMack & Co. Level 2, 35 Havelock Street WEST PERTH WA 6005

Independent GeologistRavensgate Mineral Industry Consultants 49 Ord Street WEST PERTH WA 6005

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

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2 Waratah Gold Limited: 2008 Prospectus

Dear Investor,It gives me great pleasure in inviting you to participate in a dynamic new gold company,

Waratah Gold Limited (Waratah or Company), a New South Wales focused gold explorer.

As gold reaches record highs, the Waratah Board considers that it is an opportune time to further explore the exciting gold assets held by Waratah in New South Wales and to pursue additional growth opportunities.

The fi ve projects held by Waratah have already produced in excess of 570,000 oz of gold and represent a high quality package of exploration assets. Waratah plans to aggressively and sensibly explore the fi ve project areas using the very best in modern exploration techniques with the intention of defi ning a gold resource.

Waratah will also set new standards in business practice as no seed investor or promoter Shares will be offered. In addition no free Shares have been offered to Waratah Directors. This lean capital structure allows signifi cant leverage of the capital raised and allows for a high proportion of funds to be spent on exploration and development of its gold projects.

The major shareholder of Waratah, Ironbark Gold Ltd, is extremely supportive of all the projects and will hold its Shares in escrow for a period of up to two years in accordance with the ASX Listing Rules.

The Waratah Board has strong technical, commercial and corporate experience in exploration, project acquisition and management, evaluation and development.

This offering provides an exciting, straightforward opportunity to capitalize on a strong gold price, underexplored gold projects in historic gold mining areas and an exceptional Board and Management with a proven track record in the minerals industry. I commend this opportunity to you and look forward to welcoming you on board as an investor in Waratah Gold Limited.

Yours faithfully

Peter BennettoChairman

27 May 2008

chairman’s letter2

ABN: 47 125 688 940

Waratah Gold Limited

Level 1, 350 Hay Street,Subiaco, Perth, W.A. 6008

PO Box 935 West Perth W.A. 6872

Tel: +61 8 6365 4532Fax: +61 8 6210 1872

Email: [email protected]

www.waratahgold.com.au

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3.1 Important NoticeThis section is not intended to provide full

information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

3.2 ObjectivesThe strategic objective of the Company is to

build shareholder wealth through the aggressive and efficient exploration of its gold projects. The Company also seeks to actively expand the number of projects controlled by Waratah.

On completion of the Offer, the Board believes that the Company will have sufficient working capital to achieve these objectives.

The Company’s Directors possess a strong technical background in the mineral exploration and mining industry as well as strong commercial and corporate skills. The Company will seek to deliver success through:

(a) exploration of the hard rock gold targets at Majors South which is 5km south of the Majors Creek gold project, which has yielded encouraging gold grades;

(b) exploring Stuart Town for a large scale porphyry gold deposit;

(c) exploring the Pambula project with the aim of defining a gold deposit; and

(d) exploring the Gulgong and Boomerang projects with the aim of defining a gold deposit.

The Company plans to commence exploration and evaluation of its projects immediately following listing on the ASX.

investment overview�

3.3 Indicative Timetable 1

Time Table Dates

Lodgement of prospectus with ASIC 27 May 2008

Priority Record Date for Ironbark shareholders 2 17 June 2008

Opening Date 24 June 2008

Closing Date 5pm WST on 22 July 2008

Despatch of Holding Statements 28 July 2008

Expected date for listing on ASX 05 August 2008

Note:

1. These dates may be subject to change. The Company reserves the right to extend the Closing Date or close the Offer early.

2. Please refer to section 4.4 for further details in relation to the priority given to Ironbark shareholders.

3.4 Purpose of the Offer and Use of ProceedsIt is intended to apply funds raised from the Offer as follows:

Year 1 (AU$) Year 2 (AU$) Total (AU$)

Evaluation and exploration 862,000 938,000 1,800,000

Expenses of issue 90,000 - 90,000

Administration Costs 380,0001 490,000 870,000

Unallocated working capital - 740,000 740,000

Total 1,332,000 2,168,000 3,500,0001. This amount includes the repayment to Ironbark Gold Limited of $89,000, which was loaned to the

Company by Ironbark Gold Limited between January and May 2008. Please refer to Section 11.4 for further details of this loan arrangement.

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3.5 Capital StructureThe capital structure of the Company following

completion of the Offer is summarised below1:

Shares Number

Shares on issue at date of Prospectus2 5,000,100

Shares now offered 17,500,000

Total Shares on issue at completion of the Offer 22,500,100

Options Number

Options on issue at date of Prospectus Nil

Options to be issued to Director3 1,000,000

Total Options on issue at completion of the Offer 1,000,000

Notes:

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

2. The Company has entered into a tenement purchase agreement with Ironbark Gold Limited, pursuant to which Ironbark agreed to sell the Tenements to the Company in consideration for the Company issuing to Ironbark 5,000,000 Shares. A summary of the terms and conditions of the agreement is contained in Part II of the Solicitor’s Report on Tenements. It is also noted that certain of the Directors and officers of the Company are also directors and officers of Ironbark.

3. These Options will be issued to Mr Andrew Maurice upon the Company receiving conditional approval from ASX to be admitted to the Official List. Please refer to Section 11.2 for the terms of these Options.

3.6 Restricted securitiesSubject to the Company being admitted to the

Official List, certain of the Shares on issue prior to the Offer are likely to be classified by ASX as restricted securities and will be required to be held in escrow.

3.7 Risk FactorsProspective investors should read this

Prospectus in its entirety and, in particular, before deciding on whether to apply for Shares under this Prospectus, consider the risk factors set out in Section 10, which include:

(a) no guarantee of exploration success;

(b) resources estimates are imprecise and may prove to be inaccurate; and

(c) commodity price volatility and exchange rate risks.

The above list is by no means exhaustive and investors should refer to Section 10 for a more comprehensive description of the risks applicable to an investment in the Company.

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details of the offer�4.1 The Offer

By this Prospectus, the Company offers for subscription 17,500,000 Shares at 20 cents each

to raise $3,500,000.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

4.2 ApplicationsApplications for Shares under the Offer must

be made using the Application Form.

Payment for the Shares must be made in full at the issue price of 20 cents per Share. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Completed application forms and accompanying cheques must be mailed or delivered to:

Security Transfer Registrars, PO Box 535, Applecross WA 6953

or

Security Transfer Registrars, 770 Canning Highway, Applecross WA 6153

Cheques should be made payable to “Waratah Gold Limited – Share Offer Account” and crossed “Not Negotiable”. Completed application forms must reach one of the above addresses by no later than the Closing Date.

The Company reserves the right to close the Offer early.

4.3 OversubscriptionsThe Company will not be seeking or accepting

oversubscriptions.

4.4 Allotment Subject to ASX granting conditional approval for

the Company to be admitted to the Official List, allotment of 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.

The Directors reserve the right to allot any number of Shares, subject to the requirement that the application for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares, to those persons who hold shares in Ironbark as at 17 June 2008 in preference to the general public and otherwise in their absolute discretion.

The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant within seven (7) days of the allotment date.

4.5 Minimum SubscriptionThe minimum subscription to be raised

pursuant to this Prospectus is $3,500,000.

If the minimum subscription has not been raised within four (4) months after the date of this Prospectus, all applications will be dealt with in accordance with the Corporations Act.

4.6 ASX ListingThe Company will apply to ASX within seven

(7) days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares offered under this Prospectus. If ASX does not grant permission for Official Quotation of the Shares within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, all applications will be dealt with in accordance with the Corporations Act.

4.7 Applicants outside AustraliaThis Prospectus does not, and is not intended

to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify these Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed application form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

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4.8 UnderwriterThe Offer is not underwritten.

4.9 CHESSThe Company will apply to participate in the

Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Share and Option holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

4.10 Risk factorsProspective investors in the Company should be

aware that subscribing for securities the subject of this Prospectus involves a number of risks. These risks are set out in Section 10 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company.

The risk factors set out in Section 10, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered speculative.

4.11 Privacy StatementIf 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 securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.F

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company and project overview

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5.1 BackgroundWaratah has been formed to specialise in gold

mineral exploration and development. The Board of Waratah have extensive technical and corporate experience in the minerals sector.

5.2 Details on the Mineral Assets Waratah’s mineral assets comprise 100%

interests in five granted gold exploration licenses in New South Wales:

• Majors South (EL 6793)

• Stuart Town (EL 6575)

• Pambula (EL 6506)

• Gulgong (EL 6944)

• Boomerang (EL 6930)

The total area of the exploration licenses is in excess of 1300 square kilometres and cover historic gold mining areas which have produced in excess of 570,000 oz of gold. The five projects represent a truly exciting package of exploration and development assets.

The Company is seeking to further explore the projects and specifically to expand the gold mineralisation identified from earlier exploration at the project sites.

Waratah believes that large areas of New South Wales remain relatively under explored and present an exceptional exploration opportunity. Recent exploration activity in NSW, while minor compared to some other Australian States has resulted in significant exploration success.

A full appraisal of all of Waratah’s projects can be found in the Independent Geologist’s Report in Section 7. When considering the information in the Independent Geologist’s Report, investors should bear in mind the risks set out in Section 10 of the Prospectus, particularly regarding exploration success and mineralisation estimates.

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6.1 Directors

Peter Duncombe Bennetto Non-Executive Chairman

Mr Bennetto has over thirty years experience in banking and investment. He has had deep involvement in capital, currency and commodity markets with Societe Generale and Banque Indosuez. Mr Bennetto has held company director positions in exploration, mining and manufacturing companies listed on the ASX since 1990. Mr Bennetto was a founding director of Anaconda Nickel Ltd (now Minara Resources Ltd), and is currently non-executive chairman of Ironbark Gold Ltd.

Andrew James Maurice B.Bus, Grad Cert Mgt, MBA Managing Director

Mr Maurice is an organisational business development professional with 16 years experience working with start up businesses and providing business advice to growing companies in a broad range of industries. His specialist business advisory skills lie in the areas of business and strategic planning, project management, marketing and human resource management. He has been involved in the establishment and operation of three successful business development organisations in Western Australia. Mr Maurice was the inaugural research officer with the Association of Mining and Exploration Companies (AMEC) and holds a Bachelor’s Degree in Business, a Graduate Certificate in Management and a Masters of Business Administration.

Ian Bruce B.Sc Hons. Non-Executive Director

Mr Bruce has over 14 years experience in the minerals industry and has successfully managed his own mineralogical consultancy based in the United Kingdom during that time. Mr Bruce is one of Europe’s leading mineralogists with a special interest in the mineralogy of gold. Mr Bruce was instrumental in the acquisition of the world class Hemerdon tungsten deposit in Devon, England for Wolf Minerals Ltd and is actively helping to complete a full feasibility study to bring this deposit into production. Mr Bruce is a non-executive director of Wolf Minerals (UK) Ltd (a wholly owned subsidiary of ASX listed company, Wolf Minerals Limited Ltd).

Jonathan Charles Downes B.Sc Geol, MAIG Non-Executive Director

Mr Downes has over 14 years experience in the minerals industry and has worked in various geological and corporate capacities. Mr Downes has experience in nickel, gold and base metals and has been intimately involved with numerous private and public capital raisings. Mr Downes was a founding director of Hibernia Gold (now Moly Mines Limited) and Siberia Mining Corporation Limited (now owned by Monarch Resources Limited). Mr Downes was an executive director of Siberia Mining Corporation Limited and is currently a non-executive director of Graynic Metals Limited, Wolf Minerals Limited and Sabre Resources Ltd and the Managing Director of Ironbark Gold Limited.

David William Round B. Bus, CPA, MBA Non-Executive Director

Mr Round is an experienced accountant, company secretary and corporate advisor with over 15 years experience in public practice and commerce. Mr Round has worked with KPMG, London as a senior manager and was also a senior consultant with Ernst & Young and Grant Thornton in Perth. Mr Round is a Certified Practising Accountant, Registered Tax Agent and holds a Masters in Business Administration. Mr Round is company secretary to listed companies, Ironbark Gold Ltd, Wolf Minerals Ltd and Graynic Metals Ltd. Mr Round is also a non-executive director of Wolf Minerals (UK) Ltd (a wholly owned subsidiary of ASX listed company, Wolf Minerals Ltd).

directors and corporate governance

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6.2 Corporate GovernanceThe Directors are responsible for the overall

corporate governance of the Company and are committed to the principles underpinning best practice in corporate governance, applied in a manner which is consistent with ASX standards and best addresses the Directors accountability to Shareholders.

The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

The following policies and procedures have been adopted by the Company and are available for viewing on the Company’s website at www.waratahgold.com.au

• Board Charter

• Directors and Executive Officers’ Code of Conduct

• Performance Evaluation Process

• Code of Business Conduct

• Dealings in Company Securities

• Communications Strategy

• Disclosure Policy

• Risk Management and Internal Control Policy

Whilst the Company will endeavour to comply with all of the guidelines under the ASX Corporate Governance Council’s “Principles of Good Corporate Governance and Best Practice Recommendations”, the Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the additional expense of compliance with all recommendations. The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the Company’s nature of operations and size.F

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�0 Waratah Gold Limited: 2008 Prospectus

Dear Sirs

Independent Geologist’s Report on the Mineral Assets of Waratah Gold Limited

At your request Corvidae Pty Limited as Trustee for Ravensgate Unit Trust (trading as and hereinafter referred to as Ravensgate) has prepared an Independent Geologist’s Report on the mineral assets of Waratah Gold Limited (Waratah) which are located in New South Wales, Australia.

It is intended that this report will be included in a Prospectus to be lodged by Waratah with the Australian Securities and Investments Commission (ASIC). The purpose of the Waratah prospectus is to offer for subscription 17,500,000 ordinary shares at an issue price of $0.20 per share to raise a total of $3.5 million before costs of the issue to fund the future exploration of Waratah projects. The minimum subscription for this offer is 17,500,000 shares raising $3.5 million. There is no provision being sought for oversubscriptions.

Ravensgate has not been requested to provide an Independent Valuation of the mineral assets, nor has it been asked to comment on fairness or reasonableness of any vendor or promoter consideration, and it has therefore not offered any opinions on these matters.

Ravensgate has based its review of Waratah’s projects on information provided by Waratah along with technical reports prepared by government agencies and previous tenement holders, as well as other relevant published and unpublished data.

Ravensgate has made all reasonable enquiries to establish the authenticity and completeness of the technical data on which this report is based.

Waratah was given a final draft of this report, and thereby given an opportunity to identify any material errors or omissions in it. Where appropriate, and in accordance with ASIC Practice 55 and Update 183, consent has been obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

Waratah’s projects consist of five granted exploration licences. The total area covered by the tenements is 1304.5km2.

The legal status associated with the tenure of the Waratah’s projects has not been verified by Ravensgate who are not qualified to do so. This aspect is discussed elsewhere in this Prospectus.

This report has been prepared in accordance with the Code and Guidelines for the Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (the VALMIN Code, 2005), which is binding in terms of practice upon members the Australian Institute of Mining and Metallurgy (AusIMM) and members of the Australian Institute of Geoscientists (AIG), as well as the rules and guidelines pertaining

independent geologist’s report

49 Ord Street West Perth 6005, Western Australia

P O Box 1923, West Perth 6872, Western Australia

Tel: +61 8 9226 3606 Fax: +61 8 9226 3607

www.ravensgate.com.auCorvidae Pty Ltd as Trustee for Ravensgate Unit Trust Trading as Ravensgate ABN: 92 492 598 860

19 May 2008

The Directors Waratah Gold Limited Level 1, 350 Hay Street Subiaco, WA 6008

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to Independent Expert Reports issued by the Australian Securities Exchange (ASX).

The properties which Waratah holds, or are earning an interest in, are considered to be ‘exploration prospects’, which are inherently speculative in nature. However, Ravensgate is of the opinion that the projects have been acquired on the basis of sound technical merit. Ravensgate considers that the properties are sufficiently prospective to warrant further exploration and assessment of their economic potential, and that the exploration budget proposed is adequate for this purpose.

Exploration and evaluation programmes summarised in the report involve a total expenditure of approximately $1.8 million committed to exploration and evaluation. Waratah intends to raise $3.5 million and more than half the liquid assets held, or funds proposed to be raised by Waratah, are understood to be committed to the acquisition, exploration, development and administration of the mineral properties.

Ravensgate also understands that Waratah will have sufficient working capital to carry out its stated objectives, thereby satisfying the requirements of ASX Listing Rule 1.3.3 (a). Waratah has prepared staged exploration and development programmes specific to the exploration potential of the projects, which are consistent with the budget allocations. Ravensgate considers that the relevant areas have sufficient technical merit to justify the proposed programmes and associated expenditure, thereby satisfying the requirements of ASX Listing Rule 1.3.3 (a) and 1.33 (b). In addition, the proposed exploration exceeds the anticipated minimum annual statutory expenditure commitments on the various project tenements.

This Independent Geologist’s Report has been prepared on the basis of information available up to and including 19 May 2008. Ravensgate has provided consent for the inclusion of the report in the Prospectus, in the form and context in which the report and these statements appear.

Yours faithfully

Stephen Hyland Principal Resource Consultant

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Author(s): Stephen Hyland Principal Resource Consultant BSc (Geology) , MAusIMM, GAA, CIMM

Reviewer: Andre Wulfse Principal Resource Consultant BSc (Geology), Hons (Geochem), GDE Mining Engineering, SAIMM, Pr Sci Nat

Date: 19 May 2008

Copies: Waratah Gold Limited (2) Ravensgate (1)

Stephen Hyland For and on behalf of: RAVENSGATE

Independent Geologist’s Report on the Mineral Assets Within the Tenements Situated in New South Wales Held by Waratah Gold Limited.

Prepared by RAVENSGATE on behalf of:Waratah Gold Limited

This document has been prepared for the exclusive use of Waratah Gold Limited and the information contained within it is based on instructions, information and data supplied by them. No warranty or guarantee, whether expressed or implied, is made by Ravensgate with respect to the completeness or accuracy of this document and no party, other than the client, is authorised to or should place any reliance whatsoever on the whole or any part or parts of the document. Ravensgate does not undertake or accept any responsibility or liability in any way whatsoever to any person or entity in respect of the whole or any part or parts of this document, or any errors in or omissions from it, whether arising from negligence or any other basis in law whatsoever.

1. SUMMARY 14

2. INTRODUCTION 17 2.1 Terms of Reference 17 2.2 Qualifications, Experience and Independence 17 2.3 Principal Sources of Information 18 2.4 Background Information 18

3. REGIONAL GEOLOGY 18

4. MAJORS SOUTH 20 4.1 Introduction 20 4.2 Local Geology and Mineralisation 21 4.3 Historical exploration 21 4.4 Proposed exploration and conclusions 22

5. STUART TOWN 24 5.1 Introduction 24 5.2 Local Geology and Mineralisation 24 5.3 Historical exploration 25 5.4 Proposed exploration and conclusions 26

6. PAMBULA 26 6.1 Introduction 26 6.2 Local geology and mineralisation 26 6.3 Historical exploration 28 6.4 Proposed exploration and conclusions 31

7. GULGONG 32 7.1 Introduction 32 7.2 Local geology and mineralisation 32 7.3 Historical exploration 33 7.4 Proposed exploration and conclusions 35

8. BOOMERANG 36 8.1 Introduction 36 8.2 Local geology and mineralisation 36 8.3 Historical Exploration 36 8.4 Proposed Exploration and Conclusions 39

9. GLOSSARY 40

10. REFERENCES 41

Table of Contents

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Independent Geologist’s Report ��

Table 1 Waratah Gold Limited Tenement Schedule 14

Table 2 Expenditure Commitment Over Two Years 17

Table 3 Majors South - Relevant Historical Exploration 21

Table 4 Majors South - Drilling Results of Delta Gold NL 22

Table 5 Majors South - Proposed Exploration Expenditure 22

Table 6 Stuart Town - Relevant Historical Exploration 25

Table 7 Stuart Town - Proposed Exploration Expenditure 26

Table 8 Pambula - Relevant Historical Exploration 28

Table 9 Pambula - Proposed Exploration Expenditure 31

Table 10 Gulgong - Relevant Historical Exploration 34

Table 11 Gulgong - Proposed Exploration Expenditure 35

Table 12 Boomerang - Relevant Historical Exploration 38

Table 13 Boomerang - Proposed Exploration Expenditure 39

Figure 1 Locality plan of Waratah Gold Limited’s projects 14

Figure 2 Majors South - Tenement Overlain on Geology Map, Showing Some Exploration Target Areas 20

Figure 3 Majors South - Location of Historical Drill Holes 23

Figure 4 Stuart Town - Conceptual Mineralisation Model of Quartz / Specimen Hill rhyolite 24

Figure 5 Pambula - Homestake historic drilling and prospects 29

Figure 6 Pambula - idealised cross-section of Homestake drillholes 30

Figure 7 Gulgong - tenement overlain on geology, showing drill hole locations and prospects 33

Figure 8 Boomerang - Geology and Drill Hole Locations 37

List of Tables List of Figures

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�� Waratah Gold Limited: 2008 Prospectus

1 SUMMARYThere are five projects with a total surface area in excess of 1,300 km2 which comprise Waratah Gold Limited’s holdings in New South Wales. Exploration licences have been granted in all five projects and all are 100% owned by Waratah Gold Limited. A tenement schedule is provided in Table 1. The location of the projects is shown in Figure 1.

Table 1. Waratah Gold Limited Tenement Schedule

Tenement Project Area (km2)

Application status

EL 6793 Majors South 678.7 Granted 20/06/2006

EL 6575 Stuart Town 260.5 Granted 20/06/2006

EL 6506 Pambula 24.8 Granted 27/01/2006

EL 6944 Gulgong 113.1 Granted 15/11/2007

EL 6930 Boomerang 227.4 Granted 31/10/2007

Total 1304.5

NEW SOUTH WALES

VICTORIA

SouthPacificOcean

Majors South

Boomerang

Pambula

Gulgong

Stuart Town

SYDNEY

CANBERRA

A.C.T

CityWaratah Project

0 100km

N.S.W

Projects_NSW_Waratah_01

Figure 1 Locality plan of Waratah Gold Limited’s projects

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Majors SouthThe Majors South project is comprised of a

single exploration licence which covers an area of approximately 680km2. The project is located 65km south east of Canberra and 5km south of the Majors Creek gold project held by Cortona Resources Limited which has recently yielded encouraging gold grades (www.cortonaresources.com.au).

The hard rock gold deposits of the Majors Creek goldfield occur mainly in narrow (1-10cm) sub vertical quartz veins, which are generally associated with aplite dykes in east-west trending fractures. The aplite dykes incorporate hornblende granodiorite, an older phase of the Devonian Braidwood Granite, and are associated with all known reefs in the area.

Historical mining focused on alluvial gold deposits of the Araluen/Upper Shoalhaven goldfields. Records show that production from these goldfields between 1858 and 1920 was in excess of 1.2 Moz Au, although some of this production was probably from areas outside of the current tenure.

Waratah’s exploration focus will be centred on potential hard rock gold targets as opposed to alluvial targets. Based on detailed geochemical surveys and percussion drilling, it is considered that the Long Flat Volcanics are very prospective for gold mineralisation.

Stuart TownThe Stuart Town project is comprised of a

single exploration licence which covers an area of approximately 260km2. The project is located in the central west of New South Wales, 65km north of Orange.

The gold deposits around Stuart Town occur in quartz reefs, and in deep leads as sand and quartz pebble layers beneath basalt flows, or as river bed alluvial deposits (close to quartz reefs).

There are over 80 lode gold deposits situated within the project area which include 43 historic mines and numerous alluvial gold workings. Approximately 170 000 oz of gold has historically been produced from this area.

All except two of the mines lie within the Stuart Town volcanoclastics. The gold occurs in quartz veins which range in thickness from 10cm to 1.2m, averaging 30-40cm thick. The thickness of these veins and the tenor of the gold has been seen to decrease with depth in most mines.

In the vicinity of the historical Quartz Hill mine there is an isolated occurrence (approximately 200m by 500m) of brecciated and altered intrusive rhyolite. Kratos Uranium NL between 1980 and 1985 conducted face sampling in some of the old underground workings and returned assays up to 120 g/t Au. This rhyolite which remains untested by deep drilling will form the basis of Waratah’s exploration efforts. The company has developed a conceptual mineralisation model which they are proposing to test by deep drilling.

Previous explorers have focussed upon historical workings and exploration in these locations has consisted mainly of geochemical and rock chip sampling with some underground channel sampling. The most recent exploration (Kanimblan, 2001-2003) was discontinued due to the fact that the company was unable to secure a JV partner. Only limited drilling has been undertaken in the project area. Ravensgate is of the opinion that the Stuart Town project remains prospective for gold and is worthy of further exploration.

The expenditure commitment proposed over a two year period is given in Table 2. Ravensgate is of the opinion that the proposed exploration programs and budget is commensurate with the overall prospectivity of the projects.

PambulaThe Pambula project covers an area of

approximately 25km2. The project is located in the far south east corner of New South Wales, approximately 1km northwest of Eden. The project covers a large historic gold field yielding in excess of three tonnes of gold (Approximately ~100,000 oz Au). These old workings occur across a 1km long section along the crest of a north plunging anticline. Coincidentally, the rich gold shoots historically discovered occur in three parallel northerly trending fracture zones which are also parallel to the anticlinal axis.

Most of the gold production from Pambula Central was yielded from the intersection of northerly trending fissure zones and the easterly trending Pipeclay lineament. Structurally controlled northerly trending mineralisation was seen at all mines within the lineament corridor, with gold reportedly occurring in chalcedonic veins, ‘kaolinised’ clay filled joints, and also the matrix of brecciated rhyolites.F

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The drilling of 3 drill-holes by previous explorer Homestake (1984) revealed some signifi cant mineralized intervals particularly in drill-hole (P4). Assays submitted for this hole returned the following mineralized intersections:

• 2.2 g/t Au over 22m (at 1g/t cut-off gold) between 27m and 49m.

Drill hole P1 retutrned the following intercepts:


Millaroo Mines NL also drilled fi ve RC holes in the area during 1990. The following results were obtained:

• PRC31: Recorded Comment : The mineralised zone was intersected below 38m, and the ‘average’ gold grade was much lower than in the nearby drill holes.

• PRC32: 31 g/t Au over 2m from 26m to 28m.

• PCR33-35: All three holes intersected a fracture zone that trends north west. No signifi cant gold was detected; the values were less than 0.05 g/t Au.

• PRC013: Returned 6m at 4.97 g/t Au.

Although Millaroo considered that there was potential for gold mineralisation from untested magnetic anomalies, the company regarded the potential for discovery of a major open-pit mineable mineralised body as minimal, so subsequently the tenements were relinquished.

Waratah plan to complete two drilling campaigns here. The fi rst one will be aimed at confi rming previous drilling results through twin RC and diamond drilling. The second will consist of extensional exploration drilling to try to determine the tenure and limits of mineralization. Ravensgate is of the opinion that there is suffi cient reason to justify further exploration and believes that the proposed exploration budget is warranted.

GulgongGulgong consists of a single exploration licence

covering an area of approximately 110km2 and is located 230km north west of Sydney. The project area is dominated by northwest trending structures and strong north east structural zones. The late Ordovician Burranah Formation is a north-north-west trending unit comprising intermediate volcanoclastics, sediments and monzodiorite. The latter occur as mainly dykes, and because their structural competency differs from the volcanoclastics, it is the main host rock with respect to hard rock gold mineralisation. The quartz reefs are thought to have resulted from the mineralising Gulgong granitoid emplacement event.

Rich alluvial gold leads were discovered in this location in 1870, which led to an infl ux of prospectors to the region. The gold was found in old buried water course gravels up to 60m below surface. Some of the gold was also found in reefs, although the overall yield from reef gold was minor and most of the gold was sourced from alluvial material. The geology of the project area is similar to the gold-copper rich Cadia-Ridgeway area, located 125km to the south west. Historic reports indicate that at least 300,000 ounces were produced from this fi eld during the fi rst 4 years exploitation.

The most systematic exploration to test the grade and location of the Gulgong deep leads has been carried out by Jason Mining and Lach Drummond Resources, though much of the area remains untested to date. Waratah plan to carry out initial geophysical testing to locate the leads which will be followed up with RC and diamond drilling. Based on its study, Ravensgate is of the opinion that the hard rock source of the gold has not been effectively tested and that potential remains for the discovery of “blind” gold ore bodies through deep drilling as proposed by Waratah Gold Limited.

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BoomerangThis project consists of a single exploration licence which covers an area of approximately 225km2. The tenement is located approximately 280km south west of Sydney.

A thick flyschoid (sandstone formation) sequence underlies the Boomerang project area and forms a north-south trending syncline. The centre of the syncline is occupied by the Late Devonian Merimbulah Group, which is underlain by Late Ordovician undifferentiated sediments, having a volcanic component.

Isoclinal folding has been observed in the Ordovician, and is often accompanied by quartz

veining parallel to the axial plane.

Small gold and lode reef workings from the turn of the century, amounting to over fifty historical

gold mines (mainly underground) occur in the area. Alluvial gold was worked along the Gulph Creek and

Tuross River.

A previous explorer Milaroo Mines NL (1988) drilled some significant intervals at this locality:


Waratah propose to focus on specific areas of interest that have been identified by previous explorers or those that will be identified through Waratah’s proposed regional geochemical and stream sediment surveys. The cost of percussion and diamond drilling of specific areas has been allowed for, if so warranted.

Table 2. Expenditure Commitment Over Two Years

Tenement Project AU $EL 6793 Majors South 363,000EL 6575 Stuart Town 488,000EL 6506 Pambula 290,000EL 6944 Gulgong 389,000EL 6930 Boomerang 270,000Total 1,800,000

2 INTRODUCTION

2.1 Terms of ReferenceRavensgate was requested by Waratah Gold

Limited (Waratah) to complete an Independent Geologist’s Report on its mineral assets in New South Wales, Australia. Waratah Gold Limited is seeking to list on the Australian Stock Exchange (ASX) in order to raise working capital to fund the future technical assessment of its projects. A partial requirement of listing is the submission of an Independent Geologist’s Report on the mineral assets of the Company.

This report has been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2004) and the Code for the Technical Assessment and Valuation of Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code, 2005).

Ravensgate has made no attempt to establish the legal status with respect to Native Title claims of the tenements which comprise Waratah’s project area. Ravensgate has not verified ownership and current standing of the tenements and is not qualified to make legal representations in this regard. Details of the legal ownership of the mineral assets are dealt with in the Solicitor’s Report section of the Prospectus.

The Independent Geologist’s Report is based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears.

2.2 Qualifications, Experience and Independence

Ravensgate is an independent, privately owned consultancy which has provided exploration,

mining and mineral resource consulting services to the minerals industry since 1997.

The primary author, Stephen Hyland, has over 20 years experience in exploration geology and resource modelling and has worked off shore in Africa, Eastern and Western Europe, Central and South East Asia, modelling base metals, gold, precious metals and industrial minerals. He is responsible for all computerised geological modelling, resource estimation, resource reporting and JORC and other regulatory guideline or compliance issues. Stephen Hyland holds the relevant qualifications and professional associations required by the ASX, JORC and ValMin codes in Australia. He is also a Qualified Person under the rules of the CIMM and NI43-101.

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The reviewer, Andre Wulfse, is a registered professional geologist with over 16 years international experience in the minerals industry. This includes over five years as a resource consultant, where he has carried out numerous resource estimations and independent technical reports in compliance with SAMREC, NI 43-101 and the JORC Code, on mining and exploration properties in Africa, Canada, Indonesia and Australia. He is a member of the South African Institute of Mining and Metallurgy (SAIMM) which is accepted by the Australian Stock Exchange as a Recognised Overseas Professional Organisation (ROPO). Andre is employed by Ravensgate as a Principal Resource Consultant.

Neither Ravensgate nor any of its employees or associates is an insider, associate or affiliate of Waratah Gold Limited or any associated company. Two of Waratah’s projects, Stuart Town and Pambula, formed part of an Independent Geologist’s Report commissioned by Ironbark Gold Limited in 2006. Ravensgate compiled this report, which was included in Ironbark Gold’s Prospectus.

Ravensgate’s professional fees are based on time charges for work actually carried out, and are not contingent on any prior understanding concerning the conclusions to be reached.

2.3 Principal Sources of InformationThis review is based on the information

provided by the current title holders, the technical reports of consultants and previous explorers, as well as other published and unpublished data relevant to the area.

Ravensgate did not complete its own independent assessment of the quality of the geological data or the accuracy of any Mineral Resources that may be quoted in this report. Furthermore, the status of agreements, royalties or tenement standing pertaining to the assets was not investigated. This report is based on public information, some of which was supplied by Waratah Gold Limited.

The author has endeavoured, by making all reasonable enquiries, to confirm the authenticity and completeness of the technical data upon which this report is based. Waratah were given a final draft of this report and requested to identify any material errors or omissions prior to its lodgement.

2.4 Background InformationWaratah Gold Limited was incorporated in

May 2007 as a public company and acquired several prospective tenements in New South Wales, Australia.

The company has secured five tenements, over which exploration licences have been granted. Ravensgate understands that Waratah Gold Limited is the beneficial owner of all five projects.

3 REGIONAL GEOLOGYAll of the projects are situated within the Lachlan Fold Belt of New South Wales. The Lachlan Fold Belt outcrops in central, western and southern New South Wales and extends into Victoria and Tasmania. It is internally composed of anticlinorial and synclinorial zones with a north to north-westerly structural trend.

Surface geology comprises Cambrian to Early Carboniferous complexes. Granites usually occur within the anticlinorial zones. The Lachlan Fold Belt is a composite orogenic belt. It was affected by four major episodes of folding, strong compression, and uplift. The Cambrian- Ordovician rocks within the belt were folded and metamorphosed during the Early Silurian Benambran Orogeny which uplifted large tracts of country that caused the folding and faulting of older rocks and the generation of new granite magmas.

To the west of the Gilmore Suture, the Silurian rock units are generally absent and during the Early Devonian marine sedimentation and volcanism has occurred here. To the east, sedimentation was in deep troughs or on some shallower ridges and widespread acid volcanism was associated with rifting, basin formation, and emplacement of granites. This development began during the Middle Silurian and terminated during the Middle Devonian Tabberabberan Orogeny, the effect of which was generally diminishing from the south-east to the north-west. Subsequent shallow-water sedimentation lasted from the late Early Devonian to the Early Carboniferous terminating during the Kanimblan Orogeny, which is seen to have stabilised the Lachlan Fold Belt area.

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During this time there have been several phases of active continental growth, involving periods of widespread volcanic activity, along with sedimentation in near-shore basins and in deep-sea areas, as well as a number of granite intrusions and intense folding and faulting events.

The major structural units comprise four orogens, and many younger areas of sedimentary cover. The largest of these is the Lachlan Fold Belt, which underlies most of New South Wales and extends south into Victoria and eastern Tasmania. The oldest rocks of the Lachlan Fold Belt are Ordovician continental margin blocks, remnant of a volcanic arc which has been filled with turbiditic sediments.

Ordovician volcanic rocks of the Lachlan Fold Belt host a range of major deposits including the porphyry copper-gold mines of Northparkes and Cadia and the gold only deposits at Cowal and Wyoming. The Cadia mine together with the nearby Ridgeway mine, is one of Australia’s largest

gold mines and is ranked as the worlds’ 6th largest porphyry epithermal copper-gold system.

Volcanic-hosted massive base metal sulphide (VHMS) systems are also a target for exploration. VHMS deposits are distributed through Silurian volcanic-sedimentary sequences in the eastern half of the Lachlan Fold Belt. These include the large Woodlawn deposit, south of Goulburn.

In the Majors Creek goldfield, Moly Mines Limited has discovered a substantial gold vein system at Dargues Reef. The Lode System consists of multiple gold bearing lodes within an alteration envelope with the lodes separated by unmineralised intervals. Intersections from the diamond drilling include Lode System 1: 77.0m @ 3.6 g/t Au from 212m (New South Wales Department of Primary Industries website).

Examples of terrain at Stuart Town Abandoned mine shaft at PambulaFor

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Majors SouthTenure and prospective areas over 1:1,000,000 scale AGSO Geology

GDA94:Z55

Drainage hostingalluvial gold workings

Waratah Gold Limitedhigh-priority targets

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EL 6793

excisedarea

Cortona Resourcestenure

Majors Creektownship

EL 6793

drainage hashosted >1.0 million oz

of alluvial gold production

Devonian Granite

Ordovician Deep Marine Sediments

Devonian Sediments

Silurian Shallow Marine Volcanics

Ordovician Turdbidites

BRAIDWOODBATHOLITH

Fault

Dargues Reef Cortona Resources 300,000 oz resource

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Cortona ResourcesResourcesResourcesResourcestenuretenure

Majors CreekCreekCreekCreekCreektownshippp

drainage hashosted >1.0 million oz

of alluvial gold production

BRAIDWOODBATHOLITH

Dargues Reef Dargues Reef Dargues Reef Cortona Resources Cortona Resources Cortona Resources Cortona Resources Cortona Resources 300,000 oz resource300,000 oz resource300,000 oz resource

4 MAJORS SOUTH

4.1 IntroductionThe Majors South project is comprised of

a single exploration licence, EL 6793, which covers an area of approximately 680km2. There is an excised area within the tenement boundaries, located south of the Majors Creek town site. The project is located 65km south east of Canberra and 5km south of the Majors Creek gold project

held by Cortona Resources Limited which has recently yielded encouraging gold grades (www.cortonaresources.com.au). Recorded gold production from the Majors Creek goldfi eld is 0.85 tonnes (NSW Department of Mineral Resources, 1997). The tenement area is shown in Figure 2.

Figure 2 Majors South - Tenement Overlain on Geology Map, Showing Some Exploration Target Areas

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Independent Geologist’s Report 2�

4.2 Local Geology and MineralisationThe project area falls within the southern end of

the Captains Flat-Goulburn Synclinorial Zone.

The hard rock gold deposits of the Majors Creek goldfield occur mainly in narrow (1-10cm) sub vertical quartz veins, which are generally associated with aplite dykes in east-west trending fractures. The aplite dykes incorporate hornblende granodiorite, an older phase of the Devonian Braidwood Granite, and are associated with all known reefs in the area.

The Braidwood Granite is a major I-type granite pluton formed by two separate magma injections, creating an eastern and a western phase. Most of the lode gold deposits occur in the western phase.

Discordant, massive orogenic granite/granodiorite (Braidwood Granodiorite), with various latestage acid to intermediate dykes and pegmatite characterises the western part of the project area. The Braidwood Granodiorite intrudes the Silurian felsic volcanics. These volcanic rocks underlie the Long Flat Volcanics Formation, which are comprised of flows and tuffs, mainly of dacitic composition within minor rhyolites, volcanic breccias, agglomerates and minor sandstone. The Long Flat Volcanics are considered prospective as a host for volcanogenic massive sulphide and epithermal gold mineralisation.

The dominant elongated lineaments of the western edge of the granite are oriented south-east and south-west, and tend to control the current stream drainage. The lineaments are visible on Landsat images and in some cases displace the granite/volcanics contact (e.g. the Majors Creek-Araluen Fault).

A second set of less continuous lineaments, is oriented roughly east-west, and are those most commonly associated with mineralisation of the Majors Creek field, often hosting late stage dykes in the granite. The lineaments are interpreted to be tensional fractures, initiated during regional east-west compression and opened up by the fluid pressure of the dyke magma and of the mineralising hydrothermal solutions.

Gold mineralisation is associated with pyrite, chalcopyrite, sphalerite, tellurides and other sulphides. The gold occurs in free form, often completely surrounded by sulphides, and also in tellurides and in solid solution in the sulphides.

The reefs include quartz veins intruded into or along the contact of aplite or greisen dykes, or sulphidic zones within aplite or greisen dykes, and also with quartz veins intruded directly in the granodiorite.

While high grade gold mineralisation (30 to 60g/t gold) has been recorded, it is thought to be largely confined to shoots within the veins. Mineralisation within the dykes is generally of lower grade, (< 15g/t) and is associated with intense sericitisation and/or greisenisation.

4.3 Historical exploration Historical mining focused on alluvial gold

deposits of the Araluen/Upper Shoalhaven goldfields. Although not all production was won from within the current tenure, records show that total production from these goldfields between 1858 and 1920 was in excess of 1.2 Moz Au. A table summarising the more recent and relevant historical exploration is given in Table 3

Table 3 Majors South - Relevant Historical Exploration

Period Company Tenement Proximity Work done

Results and conclusions of the companies that undertook the work

1980-1982 Dampier Mining Company

EL 1462 Overlies 25% of current tenement

Geological reconnaissance, rock chip sampling at Krawaree

Area is not prospective for hightonnage, low-grade gold

1981-1983 Western Mining Corporation Ltd


Stream sediment sampling and assay, field follow-up, rock chip sampling

No areas of anomalous gold encountered, tenement relinquished

1983-1989 Canyon Resources (later Delta Gold NL)

EL 2112 100% within the current tenement

Geological reconnaissance, rock chip sampling, gridding, stream sediment and soil sampling, assay, petrography and percussion drilling (Table 4).

Krawaree (Figure 3) considered most prospective, large alteration zone encountered

1986-1988 Canyon Resources (later Delta Gold NL)

EL 2598 100% within the current tenement

Geological mapping and soil sampling

No extension of mineralisation from adjacent tenements, tenement relinquished

1991-1992 Delta Gold NL EL 3993 100% within the current tenement

Alteration mapping, rock chip sampling, stream sediment sampling at Krawaree, assay, orientation magnetic survey

Anomalous but sub-economic results obtained, tenement relinquished

1995-1997 Tasman Exploration Pty Ltd

EL 4825 Percentage overlap unknown

Literature research, no field work was carried out, license was acquired for exploration of alluvial gold

Relinquished due to a shift in exploration priorities elsewhere.

.

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Most of the exploration that has taken place within the tenement was in the form of mapping, geophysical and geochemical sampling. The only recorded drilling that took place within was by Canyon Resources (Delta Gold) between 1983 and 1989. Their target was for an open pittable gold and silver deposit associated with fault related alteration zones in the Long Flat Volcanics. Drilling was concentrated around the Krawaree prospect as shown in Figure 3. The best results of the sampling from the drilling are shown in Table 4.

Table 4 Majors South - Drilling Results of Delta Gold NL

Dri

ll h

ole

ID

Fro

m

(m)

To (

m)

Gra

de

(g

/t A

u)

KE1 61 62 0.53KE4 53 54 0.45

54 55 1.1155 56 0.356 57 0.5957 58 1

KE5 26 27 1.0229 30 0.8830 31 0.84

Canyon concluded that the alteration zone at the Krawaree prospect was prospective for an open pittable gold mine in terms of the depth of mineralisation (20-50m) but considered that given the economics and gold price at the time, an increase in grade of between 3g/t Au and 5g/tAu was required. They further concluded that at least 1,500m strike length of the alteration zone had not been tested by drilling and remained prospective. The location of the drill holes is shown in Figure 3.

4.4 Proposed exploration and conclusions

Waratah’s exploration focus will be centred on potential hard rock gold targets as opposed

to alluvial targets. Based on detailed geochemical surveys and percussion drilling, the Long Flat Volcanics are considered prospective for gold mineralisation, specifically structural unconformities within the volcanics as shown with grey hatches on Figure 2.

Ravensgate is of the opinion that the proposed expenditure on the Majors South project, as shown in Table 5 is warranted.

Table 5 Majors South - Proposed Exploration Expenditure

Item Year 1 (AU$)

Year 2 (AU$) Total

RC/diamond drilling - extensional exploration

70,000 150,000 220,000

Geophysical surveys and processing

40,000 5,000 45,000

Mapping 12,000 1,000 13,000

Soil geochemistry 8,000 - 8,000

Geological and field staff

30,000 35,000 65,000

Tenement administration and reporting

6,000 6,000 12,000

Total 166,000 197,000 363,000

Prospecting at Stuart Town

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6020000m

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EL 6793tenementoutline

Locality

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DrillholeLocalities

CAPTAINS FLAT RD

AR

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D

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TR

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MA�ORS SOUT�EL 6793

� � 250 000October2007

Figure 3 Majors South - Location of Historical Drill Holes

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2� Waratah Gold Limited: 2008 Prospectus

5 STUART TOWN

5.1 IntroductionThe Stuart Town project is comprised of one

granted exploration licence, EL 6575, which covers an area of approximately 260km2. The project is located in the central west of New South Wales, 65km north of Orange. The area is easily reached by road, and is serviced by the main western railway. There is a well maintained network of shire and farm roads throughout most of the project area.

The land has a maximum relief of approximately 270m and the physiography becomes progressively more rugged to the east of the project area. There is abundant rock outcropping in the project area.

5.2 Local Geology and MineralisationThe geology of the project area is one of

considerable lithological and structural complexity, but in broad terms is characterised by roughly north-south trending rocks. A large percentage of the rocks are tentatively correlated with the Cunningham Formation which is predominantly composed of thin bedded turbidites, slate, bedded

mudstone and minor thin feldspathic sandstone beds. Two units within the project area have been differentiated; a conglomerate member in the eastern and southern portions of the project area and an underlying volcanic arenite member comprising a sequence of interbedded volcanic arenites, slates, mudstones and greywackes.

The remainder of the Cunningham Formation in the area is a sequence of undifferentiated creamy brown to dark grey slates, phyllites, shales, calcareous and lithic greywackes and minor volcanic arenites.

The Nubrigyn Formation in the south-west corner of the project area comprises an undifferentiated sequence of interbedded limestone, limestone breccia, calcareous mudstones, shale and sandstone.

The central portion of the project area is dominated by a complex sequence of interbedded volcanic arenites, tuffs, greywackes, siltstones and slates defi ned as the Stuart Town Formation.

In the vicinity of the historical Quartz Hill mine there is an isolated occurrence (approximately 200m by 500m) of brecciated and altered intrusive rhyolite. This rhyolite will form the basis of Waratah’s exploration efforts. A conceptual mineralisation model has been compiled by Waratah Gold and is shown with the planned deep drilling traces in Figure 4.

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�

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6375000m6375000m6375000m6375000m6375000m6375000m6375000m6375000m6375000m

6370000m6370000m6370000m6370000m6370000m6370000m6370000m6370000m6370000m

6365000m6365000m6365000m6365000m6365000m6365000m6365000m6365000m6365000m

6360000m6360000m6360000m6360000m6360000m6360000m6360000m6360000m6360000m

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Alluvialworkings

Alluvialworkings

Alluvialworkings

stown_aeromag_01

AGD84:Zone51Str

uct

ura

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1700m

1200m

Coincident magnetic and gravity low

B

A

A B

SpecimenHill

++

++

++

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SpecimenHill(significant As-Ag anomalyAu rock chipsamplesup 120 g/tAu)

Adits

CountryrockGreywacke and Shale

Porphyry Intrusive

+ + +

+

+

+

+

+ +

+ +

Setting formajority ofhistorical,narrow,high-gradegoldmines,i.e. Kaiser Wilhelm(

production)Combined 170,000+ oz Au

ST_porph_0706_02

AlteredRhyoliteBreccia pipe

MineralisedBreccia

Mineralised Rhyolite

StuartTownExploration Model

Proposeddiamond drillhole

Dimension of coincident magnetic-gravityanomaly based on surveydata and

interpretation of KratosUranium andFreeportExploration JV.

Figure 4 Stuart Town - Conceptual Mineralisation Model of Quartz / Specimen Hill rhyolite

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There appears to have been one major generation of folding followed by broad, gentle east- west warping in the project area. Cleavage is uniform throughout the project area, striking roughly north-south and dipping steeply to the east.

There are two prominent shears towards the eastern and western boundaries of the project area. Several types of alteration are present in the project area; silicification, chloritisation and rock groundmass replacement by calcite.

There are over 80 lode gold deposits situated within the project area which include 43 historic mines and numerous alluvial gold workings. Approximately 170,000 oz of gold has historically been produced from this area. The focus of many exploration programs has been the Quartz Hill, Specimen Hill, and Kaiser Wilhelm mines.

With the exception of two mines, all others lie within the Stuart Town volcanoclastics. The gold occurs in quartz veins which range in thickness from 10cm to 1.2m, averaging 30-40cm thick. The thickness of the veins and the tenor of the gold has been seen to decrease with depth in most of the mines.

The emplacement of the gold-bearing quartz veins would appear to have been a late stage event following the major episode of folding in the project area. The veins are structurally controlled by faulting,

jointing, cleavage and bedding planes. Seventeen of the mines are spatially associated with the Western Shear and three of the mines are spatially associated with the Eastern Shear. Gold mineralisation occurs intermittently along approximately 6km of the Western Shear and along 2km of the Eastern Shear, in relatively narrow quartz veins.

The gold deposits around Stuart Town occur in quartz reefs, in deep leads beneath basalt flows, or as river bed alluvial deposits (close to quartz reefs).

The quartz reefs area hosted in interbedded slates and siltstones of the Cunningham Formation (Middle Devonian). These have been folded into northwest to north trending anticlines and synclines. In general, the reefs have a northwest to north strike, and dip steeply east or west.

The quartz reef gold occurs as fine to very coarse free gold, in association with pyrite, arsenopyrite, chalcopyrite and galena.

Deep leads consist of gold-bearing bodies of sand and quartz pebbles overlain by Tertiary basalt lavas.

5.3 Historical explorationHistorical exploration relevant to the Stuart

Town project is summarised in Table 6.

Table 6 Stuart Town - Relevant Historical Exploration

Period Company Tenement Proximity Work done Results and conclusions

1970-1974 AMAX Iron Ore Corporation


Stream sediment geochemistry, airborne magnetics, radiometrics and mapping

No significant porphyry copper mineralisation found

1980-1985 Kratos Uranium NL EL 1439 Overlies 50% of current tenement

Evaluation of historical mine sites, geological mapping, rock chip sampling, steam sediment sampling and assay, reconnaissance gravity survey, percussion drilling

Mineralisation at Quartz Hill area associated with rhyolite intrusion was uneconomical, and postulated deep intrusive at Stuart Town was insufficiently mineralised, however this assumption was not based upon any deep drilling results.

1987-1991 Cluff Oil (Australia) NL

EL 2890 Overlies 60% of the current tenement

Review of earlier dredging work (BHP), churn drilling, sampling and assay, seismic survey, digitizing, RC drilling and volume calculations

Primarily explored alluvial gold of the Macquarie River north of the current tenement area

1991-1995 CRA Exploration Pty Ltd


Stream sediment sampling, soil sampling, rock chip sampling, RC drilling, petrography

Anomalous gold at Princess Alex and Kaiser Wilhelm prospects

2001-2003 Kanimblan Mines Pty Ltd

EL 5877 Overlies <5% of current tenement

Reinterpretation of earlier geochemical and geophysical data, field inspection, ground magnetic traverse

Quartz vein, possible VMS and deep porphyry mineralisation present, but company was unable to secure JV partners

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Ravensgate is of the opinion that the Stuart Town project remains prospective for gold and worthy of further exploration. Previous explorers have focussed upon historical workings and the work undertaken by them has for the most part consisted of geochemical and rock chip sampling with some underground channel sampling. The most recent exploration (2001-2003) was discontinued due to the fact that that Kanimblan could not secure a JV partner. Limited drilling has taken place in the project area. The rhyolite intrusion remains untested by deep diamond drilling and Ravensgate is in agreement with Waratah’s exploration philosophy, which is primarily to test for a deep seated intrusive source for the historic Stuart Town goldfields. A summary of the proposed exploration budget is given in Table 7, and Ravensgate considers these amounts justifiable.

Table 7 Stuart Town - Proposed Exploration Expenditure

Item Year 1 (AU$)

Year 2 (AU$) Total

RC/diamond drilling -confirmation of previous drilling

120,000 120,000


110,000 80,000 190,000


35,000 - 35,000

Mapping 18,000 - 18,000

Soil geochemistry 3,000 - 3,000


55,000 55,000 110,000


6,000 6,000 12,000

Total 227,000 261,000 488,000

6 PAMBULA

6.1 IntroductionThe Pambula project is covered by exploration

license, EL 6506, which covers an area of approximately 25km2. The project is located in the far south east corner of New South Wales, 1km northwest of Eden. The project covers a large historic gold field yielding in excess of three tonnes of gold (100,000 oz Au) and an unrecorded amount of silver prior to 1916, from an area approximately 1.5km across.

Access to the project area is gained by the Princes Highway and numerous gravel roads and 4WD tracks.

6.2 Local geology and mineralisationPambula is located at the southern end of a

small intercontinental rift zone (Eden-Camerong- Yahwal). The rift forms a discontinuous graben 320km long and 520km wide, and lies entirely within a craternised block of Ordovician flysch sediments.

The southern portion of the graben is infilled by rocks of the Boyd Volcanic Complex. The complex is deformed by meridianally trending folds and faults. Fold links generally dip at less than 30°, while faulting generally occurs as sheer or breccia zones, and is usually sub-vertical.

Most faulting is related to block faulting within basement rocks during graben development, and is contemporaneous with the formation of the Boyd Volcanic Complex. Major faulting eased before the deposition of the unconformably overlying Merimbulah Group of Upper Devonian Age.

A sub-vertical aerial plane is developed sporadically in the fine clastic rocks. The felsic volcanic rocks host a number of fracture-controlled disseminated and vein gold deposits. The mineralisation is genetically related to extensive late stage low-temperature, low-pressure hydrothermal activity accompanying acid volcanism.

Silicification, seriticisation, chalcedonic veining, fine grained disseminated pyrite and pyrophyllite characterise the hypogene alteration systems. Several small commercial pyrophyllite deposits have many similarities to the gold deposits.

Later (1985) exploration was focused on two centres of hypogene alteration and associated gold mineralisation. These areas were designated Pambula and Draper’s mine.

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The Sugarloaf prospect adjacent to Pambula has features analogous to younger epithermal environments. The geological setting of Sugarloaf Mountain appears to have been a silicic volcanic environment in which mineralising solutions were structurally focused into a nearsurface environment and solution boiling, with attendant physiochemical changes, promoting mineral deposition.

Pambula Central encompasses most of the old gold workings in the vicinity of Pipeclay Creek, 5.5km south west of Pambula. The Pambula Central area is bisected by an easterly trending lineament, the Pipeclay Creek lineament, which trends 115° TN and is visible over approximately 15km from Landsat imagery. It is estimated to be between 200 and 300m wide, and extends from the coastline to the Faulkner gold workings. The lineament is probably related to cross-graben block faulting in basement rocks. With the exception of Sugarloaf Mountain gold mine (adjacent to the current tenement), all known gold and pyrophyllite deposits within the Pambula goldfield occur within 2km of the Pipeclay Creek lineament. The Sugarloaf Mountain mine occurs along another sub-parallel, easterly trending lineament.

Most of the old workings at Pambula Central are confined to a 1km section along the crest of the gently north plunging Bald Hills anticline. Coincidentally, the rich gold shoots occur in three parallel northerly trending fracture zones which area also parallel to the anticlinal axis. The fracture zones, namely the Pilot, Hidden Treasure and Diorite Fissures, are probably related to extensional structures associated with rifting, within the basement.

This structural direction is recognized in the field at Pambula Central and at the Whipstick mine as small-scale fracturing. Mapping has shown that the easterly striking fractures are generally confined to a zone approximately 250m wide, which is parallel to, and roughly symmetrical about Pipeclay Creek. An east-west fault which slightly displaces the Pilot Fissure in Black and Berry’s workings has been recorded in the literature. Most of the gold production from Pambula Central was yielded from the intersection of the northerly trending fissure zones and the easterly trending Pipeclay lineament. Structurally controlled northerly trending mineralisation was seen at all mines within the lineament corridor, with gold reportedly occurring in chalcedonic veins, ‘kaolinised’ clay filled joints, and the matrix of brecciated rhyolites.

The Pilot Fissure was an important conduit for hydrothermal fluids and played a major role in the localisation of the narrow high grade gold shoots mined in the old workings. Good evidence of hydrothermal activity along this fissure is provided by presence of a hydrothermal breccia outcrop.

The epithermal gold deposit at Pambula is located in the Late Devonian sub-aerial felsic volcanic rocks of the Eden-Comerong-Yalwal Rift on the far eastern edge of the Lachlan Fold Belt. In this rift, volcanics are intercalated with continental and marine strata and A-type granitoids are associated with the rifting.

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6.3 Historical ExplorationExploration from 1969 to early 1980’s is summarised briefly in Table 8. Subsequent exploration is dealt

with in more detail below.

Table 8 Pambula - Relevant Historical Exploration


1969-1970 Planet Gold EL 145 Entirely overlies current tenement

Rock chip and stream sediment geochemistry, auger and diamond drilling

Focused on alluvial gold and base metal prospects, but no exploration done in area of current tenement

1970-1971 Shastra Mines(Australia) Pty Ltd


Mapping, soil and stream sediment sampling, petrography and mineralogy

Exploration focused on copper

1980-1981 Pennzoil of Australia Limited

EL 1323 Entirely overlies current tenement

Soil and rock chip sampling, pan concentrate sampling, reconnaissance geology, rock chip sampling

Explored for mineralisation associated with hydrothermal alteration in silicic volcanic environments, no anomalous areas beyond the known field located, company unable to secure tenure over Pambula area

In 1984 Homestake Australia Pty Ltd explored the Pambula goldfield for high level epithermal and ‘hot spring’ related gold mineralisation. The company undertook three rotary percussion holes totalling 233m along Pipeclay Creek to test a zone of coincident geochemical anomalies, sulphidic silicification and structural intersections. The location of the drill holes is shown in Figure 5.

Hole P1 (Figure 5) was drilled vertically into a fissure (pilot) to test coincident Au-As rock chip geochemistry and sulphidic silicification. The hole intersected vertically silicified, pyritic and locally pyrophyllitised rhyolite. Two gold mineralised zones were intersected, as follows:

• 7.6 g/t Au over 5m between 20 and 25m


Homestake concluded that the gold mineralisation was confined to narrow (approximately 1m) structures.

Hole P2 (to 76m depth) was collared 90m east of P1 to test coincident Au-As rock chip geochemistry and sulphidic silicification in an area unaffected by significant gold bearing structures. Weakly silicified, pyritic rhyolite was intersected. The finely disseminated pyrite averaged between 1 and 4% of the rock with a slight increase in volume towards the bottom of the hole. One gold zone was intersected as follows:


No quartz and chalcedony veining, or pyrophyllite alteration was reported from the interval, although white quartz was intersected between 28m and 30 metres.

Hole P3 was collared 103m east of P2 to test coincident continuity of a fissure system (Hidden Treasure). White, drusy quartz was intersected between 35m and 38m, possibly representing a co-mineralised section of the Hidden Treasure fissure system. No significant gold mineralisation or trace element geochemistry was intersected in this hole.

Based on the drilling results, Homestake decided to continue reconnaissance investigations throughout the licence area in a bid to identify other centres of potentially favourable gold mineralisation.

The company continued a second phase of drilling in 1985 test the potential for disseminated and/or stockwork gold mineralisation and the repetition of blind high grade gold shoots within zones of suitable structural preparation below the boiling interface. A total of 380m of RC drilling was completed in three holes.

Hole P4 confirmed the Pilot Fissure system as a broad zone of suitable structural preparation with associated favourable hypogene alteration and epithermal mineralisation. The Pilot Fissure system is over 60m wide and appears to be sub-vertical or steeply east dipping. Intersection in this hole included:

• 2.2 g/t Au over 22m (at 1g/t cut-off gold) between 27m and 49m

• 0.85 g/t Au over 1m between 98m and 99m

• 0.85 g/t Au over 1m between 153m and 154m

• An interpreted cross-section of drill holes P1 to P4 is shown in Figure 6.

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Pambula_xsec_loc_01

Pambula Goldfield

N

Pilot Fissure

KillalooDiorite

Diorite Fissure

Rhyolite outcrop, commonly flow banded

Sulphidic chalcedonic silicification

Drill hole

B

B’

P2

P4 P2

P3

P1

Black & BerrysPambula Tunnel

Britisher

A’

A Hidden Treasure

PipeclayCreekLineament

Falkner

Hidden TreasureFissure

Bal

dH

ills

An

ticl

ine

Axi

s

Morning Star

MtGraham

PipeclayCreekLineament

0 100m 200m

Fissure Zone

MineShaft

Figure 5 Pambula - Homestake historic drilling and prospects

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Hole P5 was drilled 45m grid south of P4 and intersected intensely pyrophyllitised rhyolite in the uppermost 10 metres. There is a pyrite content of about 5 volume % over the last 3m, and elevated gold values are associated with >3 volume % pyrite. The highest gold values in P5 occur within the last 7.5m, which average 0.21 g/t Au.

Goldfields Exploration Pty Ltd aimed to test Homestake’s P6 at the Central Pambula workings in 1986. This diamond drill hole was sited 75m east of P4 and drilled at -65° towards 267° (magnetic) to test the down dip extension of the gold zone encountered in P4. The mineralised intersections at P6 are as follows:

• 23m zone grading 1.09 g/t Au from 64m to 87m, including 9m grading 1.77g/t between 66m and 75m

The company continued to test the mineralisation of the Pambula Central workings. Three diamond drill holes were drilled to test for Au mineralisation in the Pilot Fissure zone adjacent to earlier Homestake drilling. Hole DDH-P7 intersected zones of pyrite/sericite veining and alteration with the following results:

• 5m of 7.20 g/t Au (90m to 140m) and

• 5m at 0.605 g/t Au (250m to 253m)

DDH-P8 intersected anomalous gold mineralisation of 1.5 g/t Au over 1m from 96m to 97m, and Goldfields concluded that this corresponded with a zone of pyrite alteration from 96.7m to 96.8 metres. Goldfields suggested further work including a reappraisal of the diamond drilling and areomagnetic survey flown by previous explorers.

Between 1986 and 1987, Goldfields mapped the area and concluded that the mineralisation was confined to very thin, north-south fractures, spaced tens of metres apart and located enechelon within north-west trending shear zones.

The project was acquired in 1987 by Millaroo Mines NL (JV with Circular Quay Holdings). The companies completed a gradient array IP survey over the Pambula grid to test the IP response of the rock units containing gold mineralisation previously intersected in drill holes. A number of targets worthy of further investigation by means of drilling were delineated, and the exploration undertaken in 1988-1989 included a ground magnetic survey and stream sediment sampling. A second magnetic low near the junction of Pipeclay and Little Pipeclay Creeks was indicated, but the nearby stream sediment assay results were generally low. Millaroo concluded that the magnetic low should still be further drill tested.

Pambula_xsec_AA_01

A

Zone of Sulphidic Silicificationand Chalcedonic Stockwork Veining

AHD

0 100m 200m

Rhyolite

Rhyolite

West East

?? ?

++

+

+Less than2% pyrite

More than 2% pyrite

2% pyriteboundary

80m

60m

40m

20m

Sea Level 0

-20m

-40m

-60m

-80m

EOH 165.7m

EOH 76m

EOH 75m

P1 P4 P2 P3

Pilot Fissure

HiddenTreasureFissure

20m @ 0.5 g/tAu

Approximate positionof boiling interface

+

+ +

+

+

Drillhole trace20m @ 0.5 g/tAu Significant intercept

and gold grade

EOH 82m

22m @ 2.25 g/tAu

2m @ 3.1 g/tAu2m @ 22.9 g/tAu

1m @ 0.8 g/tAu

1m @0.8 g/tAu

Pambula Goldfield

Figure 6 Pambula - idealised cross-section of Homestake drillholes

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A detailed aeromagnetic survey and follow-up ground magnetics were performed in 1990, from which two magnetic anomalies were delineated. The first suggested a north-west trending feature and the second suggested a central magnetic high that could be interpreted as an intrusion, surrounded by a zone of lower magnetism, (possibly an alteration zone). The anomaly was considered especially prospective as it coincided with the north-westerly trending location of numerous pits within the area of lower magnetism and two significant shafts. Further work was recommended.

Drilling commenced in the 1990 -1991 period, with five RC drill holes. The following results were obtained:

• PRC31: The mineralised zone was intersected below 38m, and the ‘average’ gold grade was much lower than in the nearby drill holes

• PRC32: 31 g/t Au over 2m from 26m to 28m

• PCR33-35: All three holes intersected a fracture zone that trends north west. No significant gold was detected; the values were less than 0.05 g/t Au.

Although Millaroo regarded that there was potential for gold mineralisation from untested magnetic anomalies, the potential to find a major undiscovered deposit sufficient for an openpit mine operation was deemed minimal in their opinion. The company subsequently then decided to relinquish the tenements.


Waratah plan to complete two drilling campaigns. The first one will be aimed at

confirming previous drilling results through twin RC and diamond drilling and the second will consist of extensional exploration drilling. They anticipate using the results to possibly define a Mineral Resource for the Pambula project. Ravensgate is of the opinion that there is sufficient reason to justify further exploration and believes that the proposed exploration budget (Table 9) is warranted.

Table 9 Pambula - Proposed Exploration Expenditure

Item Year 1 (AU$)

Year 2 (AU$) Total

RC/diamond drilling -confirmation of previous drilling

15,000 - 15,000

RC/diamond drilling - extensional exploration, geophysical surveys

80,000 150,000 230,000

Mapping 2,000 - 2,000


35,000 - 35,000


6,000 2,000 8,000

Total 138,000 152,000 290,000

The remnants of historical mining at Pambula

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7 GULGONG

7.1 IntroductionThe Gulgong project comprises a single

exploration licence, EL 6944, covering an area of approximately 110km2. The project is located 230km north west of Sydney and the area is predominantly used for agriculture and pasture. Access is via sealed roads and farm tracks.

7.2 Local geology and mineralisationThe Gulgong district is located in the north

eastern margin of the Lachlan Fold Belt and lies within the Capertee structural zone (Schreiber’s classification, 1993), which includes the eastern margin of the fold belt. The recently re-classified Burranah Formation as Ordovician by Watkins (1996) places the formation as the northern most occurrence of the late Ordovician Sofala-Rockely Volcanic Belt. The Ordovician units are regarded by numerous authors as part of a single volcanic arc or series of arcs related to west dipping subduction (Watkins, 1996).

The western part of the tenure lies within the Hill End Structural Zone comprising outliers of Permian sediment from the Sydney Basin (Watkins, 1996). Carboniferous I-type granitoids have intruded the region within the Capertee structural zone in the north and east of the area.

Gold in the Gulgong region occurs in reefs and deep leads. The source of deep lead gold may have been the Carboniferous Gulgong Granite which partly underlies the field in an area where the granite contains a few minor gold-quartz reefs. The reefs occur on a broadly northnorthwest trending ridge which is composed of granite-intruded Burranah Formation sediments.

The deep leads system at Gulgong is extensive and dates to the middle Miocene. Typically, steep sided valleys have been incised within the sedimentary bedrock, and filled with sand, gravel and in places, by basaltic lava flows. The deep leads occur at or near surface in the immediate Gulgong area, but are located at depth (< 76m) with increasing distance from Gulgong. The gold bearing gravels are covered by Tertiary basalt.

The rich Gulgong gold field is associated with Ordovician age andesitic volcanics of shoshonitic composition (Burranah Formation) with an uplifted north-south trending Capertee High tectonic zone.

The Gulgong project area is dominated by northwest trending structures and strong north east structural zones. The late Ordovician Burranah Formation is a north-north-west trending unit comprising intermediate volcanoclastic, sediments and monzodiorite. The latter occurs mainly as

Historic map of Gulgong Gold Field

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6415000mN

750000 mE

6410000mN

740000 mE 745000 mE 750000 mE6420000

mN

740000 mE 745000 mE730000 mE

730000 mE 735000 mE

735000 mE

6415000mN

725000 mE

6420000mN

725000 mE

6410000mN

0 1

kilometres

2 Scale 1:100,000

GULGONG PROJECTPROSPECTS & DRILLING

OVER GEOLOGY

Silurian Volcanic Sediments

Diorite

Granite

Basalt

Silurian Rhyolite

Gabbro

Drill hole

Prospect

EL6944

Salvation

Perserverance

Caledonian Lead

Adams Lead

Gulgong_geo_pros_02

Figure 7 Gulgong - tenement overlain on geology, showing drill hole locations and prospects

dykes, and because its competency differs from the volcanoclastics, is host to hard rock gold mineralisation. The quartz reefs are thought to have resulted from the mineralising Gulgong granitoid emplacement event.

The Silurian Volcanics comprise felsic meta-sediments, which outcrop near the Gulgong Granite in the northern section, as well as rhyolite flows, acid volcanics and silicified shales. The two facies of Gulgong Granite are porphyritic megacrystic biotite granite and pegmatitic microgranite.

Variably magnetic tholeiitic basalt, which comes from the Liverpool Ranges to the north, overlies the Tertiary deep lead mineralisation. All lithologies are in turn partially overlain by Quaternary gravels, sand, clay and alluvium. The geology, drilling and prospects of the Gulgong project are shown in Figure 7.

7.3 Historical explorationRich alluvial gold leads were discovered in

1870, which led to an influx of prospectors to the region. The gold was found in old buried water course gravels up to 60m below surface. Some of the gold was also found in reefs, although the overall yield from reef gold was minor and most of the gold was sourced from alluvial material. Historic reports indicate that at least 300,000 ounces were produced from this field during the first 4 years exploitation.

A summary of historical exploration relevant to the Gulgong project is given in Table 10.

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Table 10 Gulgong - Relevant Historical Exploration


1969-1971 Eastmet Limited EL 172 Overlies 75% of current tenement

Literature research, ground magnetic survey and mapping

Seven anomalous areas were identified but the company was unable to secure JV partners to explore further

1970-1972 Glendale Explorations NL


Aerial photography, geophysical surveys, geochemical sampling, field follow-up of anomalous areas

Some base metal and alluvial gold areas targeted, but were deemed uneconomic to exploit

1973-1977 Esso Australia Ltd EL 578 Difficult to establish

Electromagnetic survey, geochemical and geophysical work, mapping, diamond drilling

Several copper-lead-zinc anomalous areas identified

1978-1979 Cheviot Mining EL 1105 Overlies 70% of the current tenement

Literature research No exploration was undertaken, tenement relinquished

1981-1982 Base Mines Limited


Mapping, geophysical and soil geochemical surveys, percussion and diamond drilling

Explored sulphide/gold mineralised prospects since earlier results and geological setting suggested potential for stratiform VMS mineralisation with precious metal credits. Diamond drilling of target hydrothermal type quartz reefs failed to intersect significant gold/silver, although intrusiveassociated mineralisation blind, massive hydrothermal deposit. Gold-bearing alluvium was not explored, further exploration was proposed.

1983-1985 Jason Mining Limited


Literature review, photogeological interpretation, geological reconnaissance, magnetometer surveys, geophysical testwork, percussion and cable tool drilling, pan concentrate sampling and assay, diamond drilling, tailings and rock chip sampling, volume calculations

Explored deep lead system, borehole/bulk sampling method deemed to be optimal, average weighted gold content calculated was 0.309 g/m3, the average wash thickness was 1.83m, covered by basalt and clay, average gold grades were generally below expectation and further cost calculations were deemed necessary to examine feasibility of deep lead mining

1983-1987 Garmark Pty Ltd EL 2175 Overlies <5% of the current tenement

Explored for magnetite anomalies with coincident gold/silver, but the assays were generally below detection

1984-1985 Triad Minerals EL 2226 Overlies 20% of the current tenement

Stream sediment sampling and laboratory studies

Explored for diamonds

1984-1987 Esvale Pty Ltd EL 2143 Overlies 25% of the current tenement

Mapping, stream sediment sampling, auger drilling, trenching, rock chip sampling

No anomalous gold values were encountered, tenement relinquished

1986-1989 Carrington Holdings Pty Limited


Ground magnetic survey, geochemical rock chip sampling and stream sediment sampling

Salvation Hill was deemed most prospective target, but gold/silver values were insufficient to warrant further work, tenement relinquished

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The project encompasses numerous historic gold workings associated with Ordovician age andesitic volcanics. The project area enjoys a similar geology to the gold-copper rich Cadia- Ridgeway area, located 125km to the south west.

The most systematic exploration to test the grade and location of the Gulgong deep leads has been carried out by Jason Mining and Lach Drummond Resources, though much of the area remains untested to date. Waratah plan to carry out initial geophysical testing to locate the leads which will be followed up with RC and diamond drilling. A summary of the exploration budget is provided in Table 11. Ravensgate considers this nominal expenditure amount to be warranted. Based on its study, Ravensgate is of the opinion that the hard rock source of the gold has not been effectively tested and the potential remains for the discovery of blind gold ore bodies through deep drilling as proposed by Waratah Gold Limited.

Table 11 Gulgong - Proposed Exploration Expenditure

Item Year 1 (AU$)

Year 2 (AU$) Total


120,000 150,000 270,000


45,000 4,000 49,000

Mapping 2,000 2,000

Soil geochemistry 15,000 15,000


25,000 20,000 45,000


6,000 2,000 8,000

Total 213,000 176,000 389,000

Table 10 Gulgong - Relevant Historical Exploration


1991-1992 Cluff Minerals (Australia) Pty Ltd

EL 3580 Overlies % of the current tenement

Literature research Tenement relinquished in view of declining gold price

1995-1996 International Mining Corporation


None Aimed to locate intrusive-associated gold deposits, no exploration undertaken, licence expired

1995-1997 Sedimentary Holdings Limited

EL 4884 Overlies % of the current tenement

Literature research, review of areomagnetic imagery

Explored for diamonds predominantly, but the area was considered prospective for gold, several target areas were suggested from literature review

1998-2000 Resolute Limited EL 5530 Overlies 60% of the current tenement

Aeromagnetic and radiometric survey, geological mapping, rock chip and soil sampling, assay

Explored for source of deep leads, 15.7 g/t Au and 5076 ppb Au were returned from rock chip sampling at two historical prospects, large unexplained magnetic features remain untested, and drilling was recommended.

2001- Lach Drummond Resources Ltd

JV

Herald Resources Ltd


Literature review, field reconnaissance, modelling on areomagnetic data of previous explorers, ground magnetometer survey, RC drilling

RC drilling (9 holes) were disappointing but the company considered that many targets were largely untested, emphasis on monzodiorite intrusive-related gold mineralisation

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8 BOOMERANG

8.1 IntroductionThe Boomerang project consists of a single

exploration licence, EL 6930, which covers an area of approximately 225km2. The tenement is located west of Bodalla and approximately 280km south south west of Sydney. Access is from Bodalla along well maintained country roads following the lower Tuross Valley.

8.2 Local geology and mineralisationA thick flyschoid (sandstone formation)

sequence underlies the Boomerang project area and forms a north-south trending syncline. The centre of the syncline is occupied by the Late Devonian Merimbulah Group, which is underlain by Late Ordovician undifferentiated flysch sediments, having a volcanic component. Within the Ordovician, there is much faulting, usually northeasterly and northwesterly trending, which has given rise to many of the ridges and gullies. Isoclinal folding has been observed in the Ordovician, and is often accompanied by quartz veining parallel to the axial plane. In many instances, the isoclinal folds are overprinted by open to tight, symmetrical to

asymmetrical folding having axial plane crenulation cleavage, associated with fault zones. The Devonian sequence commences with a continuous marker basal bed, and is generally steeply dipping and faulted. It is overlain by a sequence of rhyolite and vitric tuffs at Mt Comerang. The geology and drill hole locations pertaining to the Boomerang project are shown in Figure 8.

8.3 Historical ExplorationSmall gold and lode reef workings from the turn

of the century, and over fifty historical gold mines (mainly underground) occur in the area. Alluvial gold was worked along the Gulph Creek and Tuross River.

The exploration conducted by various companies over the tenement area is briefly summarised in Table 12.

Right: Old workings at Boomerang. Below: A geologist inspects the terrain.

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BRC01

BRC02

BRC03

BRC07

BRC08 BRC09

BRC06

BRC05

OldTramwayBRC04

5m @ 1.0 g/tAu

Costean 60NGold geochemical anomaly

(+0.1 g/tAu)

Drive Adit

78

Costean 30S

5m @ 1.28 g/tAu

5m @ 3.0 g/tAu

Shaft

AirShaft

North OpenPit

Abandoned Shaft(approximate position)

OrdovicianSchists

87

Zone of weak silicification andquartz vein stockworks

Costean 90S

Costean 150S

Dri

ve

85

Mafic Volcanic

0 50 m

755

180

mE

Little BelimblaCreek Mine

BOOMERANG PROJECT

Drill hole location& workings

EL6930

Mafic VolcanicOrdovician Sandstone

Devonian Sediments Ordovician Mudstone

5 997 700 mN

5 998 000 mN

Gold Prospect

DrillHole

0 5km

36 05’ S

36 10’ S

149

50’E

149

55’ E

Figure 8 Boomerang - Geology and Drill Hole Locations

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Table 12 Boomerang - Relevant Historical Exploration


1966-1967 Anaconda Australia Inc


Geological reconnaissance mapping, photo interpretation, geochemical sampling

Low grade mineralisation, little alteration noted, uneconomic to pursue

1974 Mining Houses of Australia


Reconnaissance survey Decided to concentrate efforts on Little Belimbla Creek mine area

1980-1981 Oakbridge Industries Pty Ltd

EL 1476 No overlap, lies adjacent to the east of current tenement

Reconnaissance soil sampling and assay, mapping of flood plain alluvium

No gold in samples, thick alluvium encountered, drilling recommended

1981-1982 Seltrust Pty Ltd EL 1720 Difficult to establish

Geological mapping, stream sediment sampling of Devonian volcanics

No alteration or mineralisation found

1981-1983 Australian Paper Manufacturers Ltd

EL 1718 Overlaps northernmost 20% of current tenement

Geological mapping, stream sediment sampling and assay, stream panned concentrates and assay, bulk (2kg) sampling, orientation survey

Nerrigundah goldfield under explored for low grade disseminated gold

1983-1984 CSR Pty Ltd EL 2140 Difficult to establish

Geochemical drainage survey, bulk (5kg) stream sediment sampling

No epithermal gold mineralisation found, tenement relinquished

1984-1986 Epoch Minerals Exploration NL

EL 2199 Difficult to establish

Magnetic and electromagnetic surveys, geochemical sampling, rock chip sampling, channel

Widespread low grade mineralisation encountered, Belimbla Creek prospect inadequately tested, further sampling of adits, costeaning and assay work recommended, costean sampling returned results from 0.13 g/t Au to 3.0 g/t Au, rock chip sampling returned values ranging from 0.19 to 8.1 g/t Au, lode material is confined to zones of silicification

1987-1988 Epoch/Millaroo Mines NL JV

PLA 130 then PL 1095

Lies entirely within current tenement

Geological mapping and sampling at the main workings, shallow RC drilling (9 holes for 462m) and assay

Apart from one intersection in BRC07 of 3.08 g/t Au between 22 and 30m, drilling results were <2.5 g/t Au. Research showed that free gold relates to quartz veining.

1985-1986 Lachlan Resources NL


Aerial photography interpretation, aeromagnetic survey, geological reconnaissance

Generally flat magnetic character, gold mineralisation limited and uneconomic, tenement relinquished

1986-1989 Deveson & Fenwick

PL 1048 Entirely within current tenement

Surveys, mapping, magnetometer surveys, soil sampling, rock chip sampling, assay, petrological studies, auger sampling, five costeans, RC drilling (1 hole for 30m)

Areas anomalous in gold were identified, RC drilling did not yield values over 0.32 g/t Au, best costean values included 6.93 g/t Au (costean 3), and 9.86 g/t Au (costean 1)

1986-1989 Talisman Mining & Exploration Pty


No reports available No reports available from Ltd tenement NSW DPI website NSW DPI website

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Table 12 Boomerang - Relevant Historical Exploration


1986-1991 Total Mining Australia

EL 274 2 Overlies 50% of current tenement

Field reconnaissance, panned sampling, photo interpretation, mapping, soil sampling (27 samples), rock chip sampling, stream sediment sampling trenching, alluvial test pits (22 pits) and assay

Explored for hard rock and alluvial gold, tenement unlikely to contain an orebody of economic size, tenement relinquished

1989-1990 Cogar, PE EL 2742 Overlies 50% of current tenement

Hard sampling of alluvials, and assay

Wide distribution of alluvial gold, most economic prospect at upper Gulph Creek area is limited, tenement relinquished

1991-1995 Davies, C EL 4028 Entirely within current tenement

Literature review, sampling at Little Belimbla Creek mine site

1991-1993 Boylan, C EL 4166 Entirely within current tenement

Trench sampling and assay Sampling results negative, project abandoned

1993-1995 Memfad Pty Ltd EL 4607 Overlies 30% of current tenement

No reports available from NSW DPI website


1997-1999 Risinger, J EL 5268 Overlies 90% of current tenement



8.4 Proposed Exploration and Conclusions

Ravensgate agrees that the proposed exploration program put forward by Waratah is warranted.

They propose to focus on specific areas of interest that have been identified by previous explorers or those that will be identified through proposed regional geochemical and stream sediment surveys. They have included the costs for percussion and diamond drilling of specific areas if so warranted. A summary of the proposed exploration budget is given in Table 13, and in Ravensgate’s opinion, this expenditure outline is justifiable.

Table 13 Boomerang - Proposed Exploration Expenditure

Item Year 1 (AU$)

Year 2 (AU$) Total


85,000 130,000 215,000

Mapping 2,000 - 2,000


25,000 20,000 45,000


6,000 2,000 8,000

Total 118,000 152,000 270,000

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alluvial sands, clays and silts deposited by water

anticline a ridge or fold of stratified rock in which the strata dip downwards from the crest

aplite light coloured, fine grained granitic rock composed of quartz and feldspars

arenite consolidated sand-textured sedimentary rock of any composition

arsenopyrite a mineral of iron, sulphur and arsenic commonly associated with metamorphism around igneous intrusions

biotite a widely distributed rock-forming black mineral of the mica group

breccia fragmented rock with angular components

calcareous containing calcium

calcite mineral composed of calcium carbonate

Cambrian earliest period of the Cainozoic era, about 543 million and 490 million years ago

Carboniferous period of the Palaeozoic era, about 354 million years and 298 million years ago

chalcedonic pertaining to fine grained silica rock often found as multicoloured stones

chalcopyrite the main copper ore, CuFeS2

chloritisation replacement by, introduction of, or conversion into chlorite

crenulation crinkled, having irregular wavy or serrated outline

dacitic a light gray volcanic rock containing a mixture of plagioclase and other crystalline minerals in glassy silica

Devonian period of the Palaeozoic era, about 410million years and 354 million years ago

drusy tiny quartz crystals growing on the surface of a gemstone

epithermal pertains to precious metal deposits formed at shallow depths from ascending hydrothermal solutions of low relative temperatures

feldspathic containing feldspar

flysch deposits of dark, fine-grained, thinly bedded sandstone shales and clay, thought to be deposited by turbidity currents

galena soft blue-grey mineral, lead sulphide, a principal ore of lead

graben a depression of the Earth’s crust which is bound on at least two sides by faults

granodiorite coarse grained igneous rock composed of quartz, feldspar and hornblende and/or biotite

greisen altered granitic rock composed largely of quartz and mica

greywackes various dark gray, coarse-grained sandstones that contain abundant feldspar and rock fragments and often have a clay-rich matrix

hornblende a green to black amphibolic mineral formed in the late stages of cooling in igneous rock

hydrothermal pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution

hypogene pertains to rocks formed or situated below the Earth’s surface

isoclinal pertains to tight folding where the limbs are parallel

lineament a topographic feature having distinctive shape or contour

lithic pertaining to stone

megacryst a large mineral crystal of metamorphic origin in a finer-grained matrix

microgranite granitic rock having 0..25-2.0mm grain size

Miocene geological time period between 26 million years ago and 5 million years ago

monzodiorite a coarse-grained igneous rock consisting of plagioclase feldspar, orthoclase feldspar, hornblende and biotite, with or without pyroxene

Ordovician period of the Palaeozoic era, about 490 million years and 434 million years ago

orogenic pertaining to a deformation and/or magmatic event in Earth’s crust, usually the result of collision between tectonic plates

pegmatite a very coarse grained intrusive felsic igneous rock commonly found in dykes

phyllites fine grained metamorphic rocks that have textures intermediate between shale and slate

pluton large body of intrusive igneous rock

pyrite common pale bronze iron sulphide mineral

pyrophyllite hydrous silicate of aluminium, usually whitish or greenish in colour, found in metamorphic rock

Quatenary geological time period between 1.8 million years ago and the present

rhyolite felsic volcanic rock composed of quartz, potassium feldspar and plagioclase feldspar, and rich in silica

seriticisation the introduction of or replacement by sericite, as a result of hydrothermal or metamorphic process

shoshonitic pertaining to basaltic rock composed of olivine and augite phenocrysts in a groundmass

silicification replacement by, or introduction of significant amounts of silica by hydrothermal alteration

Silurian period of the Palaeozoic era, about 434 million years and 410 million years ago

sphalerite zinc sulphide, the principal ore of zinc

stockwork a network of (usually) quartz veinlets produced during pervasive brittle fracture

syncline a downward-curving fold where the layers dip towards the centre of the structure

tellurides chemical compound of tellurium and another element, including gold and silver; found in mineral ores

Tertiary geological time period between 65 million years ago to 1.8 million years ago

tholeiitic pertaining to igneous rocks similar in composition to basalt, but richer in silica and iron and poorer in aluminium

tuffs rocks comprised of compacted volcanic fragments, generally smaller than 4mm in diameter

turbidites a sedimentary deposit formed by turbidity currents

volcanoclastic pertaining to clastic fragments originating from volcanic material

9 GLOSSARYF

or p

erso

nal u

se o

nly


Gemuts, I, 1967. Final Report Exploration Licence Nos 55 and 56, New South Wales, company report for Anaconda Australia Inc

Gibson, CR, 1974. Exploration Licence 690 Nerrigundah Preliminary Survey for Mining Houses of Australia Limited

Murdoch Geophysics (Australia), 1981. A Progress Report on Exploration Licence 1476 period October 1980-April 1981, company report for Oakbridge Industries Pty Ltd

Mc Innes, P, 1982. Six monthly Report EL 1720 Mt Comerang 23 September 1981-23 March 1982, company report for Seltrust Mining Corporation Pty Ltd

Croggon, RM, 1982. Exploration Licences 1716, 1717 and 1718 for the period 21 March 1982-21 September 1982, company report for Australian Paper Manufacturers Limited

Manthorpe, GP, 1984. First and final report EL 2140, Comerang Mountain, Bodalla, New South Wales, company report for CSR Limited

Henstridge, DA and Mc Connochie, DA, 1988. EL 2199 Ninth and final report ending September 30, 1988, company report for Millaroo Mines NL

Richardson, RL, 1986. Relinquishment report on EL 2461 (Nerrigundah) NSW, company report for Lachlan Resources NL

Fenwick, R and Deveson, B, 1988. PL 1048 Second Annual Report to Department of Mineral Resources, New South Wales

Cogar, PE, 1991. Final Report on EL 2742, Tuross River area, New South Wales for period ending December 1990

Harrop, DW, 1988. EL 2742 Tuross River Biannual Report to the Department of Mineral Resources for period 16 December 1987 to 15 June 1988

Davies, G, 1993. Report on Exploration Licence 4028 to the Department of Mineral Resources, New South Wales

Correspondence to NSW Department of Mining and Energy dated 21 and 22 December 1993, from RG Hollis concerning EL 4166

Form 3 Application for an Exploration Licence, NSW Department of Primary Industries dated 14 November 2007

Suppel, DW and Schreiber, E, 1990. Lachlan Fold Belt in New South Wales - regional geology and

mineral deposits, in Geology of the Mineral Deposits of Australia and Papua New Guinea (Ed. FE Hughes), pp. 1321-1327 (The Australasian Institute of Mining and Metallurgy: Melbourne)

http://www.dpi.nsw.gov.au/minerals/geological/overview/statewide

New South Wales Department of Primary Industries Primefact 562 Stuart Town gold, February 2007

New South Wales Department of Primary Industries Primefact 568 Gulgong gold deposits, February 2007

Kratos Exploration Pty Ltd, 1985. Exploration Licence No. 1439 Stuart Town NSW Final Report

Vahebzadeh, B & Boswell, M, 1988. Wellington Alluvials Data Package for Exploration Licences 2890, 2130 and 263, internal company report for Cluff Resources Pacific Ltd

Von Strokirch, T, 1996. Stuart Town Group, Annual Report (fifth) for Twelve Month Period Ending 20 November 1996, internal company report for CRA Exploration Pty Ltd

Price, CD & Rive, MJ, 1995. Stuart Town Group, Annual Report (fifth) for Twelve Month Period Ending 20 November 1995, internal company report for CRA Exploration Pty Ltd

Webster, S, 2003. Exploration Licence 5877 Stuart Town Final Report to 19th July 2003, internal company report for Kanimblan Mines Pty Ltd

10 REFERENCES

Gold mining near Stuart Town, about 1871

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1. IntroductionThis investigating accountants report has been

prepared at your request to report on certain historical and pro forma financial information in respect of Waratah Gold Limited (“the Company”). The report has been prepared for inclusion in a prospectus (“the Prospectus”) to be dated on or about 27 May 2008 relating to the proposed issue by the Company of 17,500,000 ordinary shares at 20 cents each to raise a total of $3,500,000.

2. Basis of PreparationThis investigating accountant’s report has been

prepared to provide investors with information on historical results and assets and liabilities of the Company. The historical and pro forma financial information is presented in an abbreviated form and does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001. The financial information has been prepared in accordance with the Australian Equivalents to International Financial Reporting Standards (AIFRS). This report does not address the rights attaching to the securities to be issued in accordance with the prospectus, nor the risks associated with investment. Mack & Co has not been requested to consider the prospectus for the Company, the securities on offer and related invoicing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has

not done so, nor purports to do so. Mack & Co accordingly takes no responsibility for these matters or for any matter or omission in the prospectus, other than responsibility for this report.

3. BackgroundWaratah Gold Limited was incorporated on 30

May 2007.

Since incorporation the only activities undertaken by the Company have been to negotiate to secure interests in a number of exploration tenements and to prepare for its proposed listing on the Australian Securities Exchange (ASX).

On and since incorporation and up to the date of this report the Company has issued the following shares:

• Issue of 100 ordinary fully paid shares on incorporation $ 100.00

• Issue of 5,000,000 ordinary fully paid shares on 04 April 2008 $ 100,000.00

4. ScopeWe have conducted an independent review of

the following:

4.1 The income statement of Waratah Gold Limited from 30 May 2007 to 31 January 2008.

4.2 The balance sheet of Waratah Gold Limited as at 31 January 2008.

investigating accountant’s report

�

22 May 2008

The DirectorsWaratah Gold LimitedLevel 1346-350 Hay StreetSUBIACO WA 6008

Dear Directors

Investigating Accountant’s Report on Historical and Pro Forma Financial Information

2nd Floor, 35 Havelock St WEST PERTH WA 6005

PO Box 609 WEST PERTH WA 6872

Tel: (08) 9322 2798 Fax: (08) 9481 2019

E-mail: [email protected] Web: www.mackco.com.au

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4.3 The statement of cash flows of Waratah Gold Limited from 30 May 2007 to 31 January 2008.

4.4 The statement of changes in equity of Waratah Gold Limited from 30 May 2007 to 31 January 2008.

4.5 The pro-forma income statement, balance sheet, statement of changes in equity and cash flow statement of Waratah Gold Limited at 31 January 2008 which adjusts these statements to include the financial effects of:

(a) the proposed issue pursuant to the prospectus of 17,500,000 fully paid ordinary shares to raise $3,500,000.

(b) the total estimated capital raising costs of the prospectus of $90,000.

(c) the issue on 4 April 2008 of 5,000,000 fully paid ordinary shares to Ironbark Gold Limited as consideration for the transfer of gold tenements and security deposits for $100,000.

(d) the proposed repayment of loan funds advanced to the Company and payments made on behalf of the company by Ironbark Gold Limited totalling $89,000 and a creditor of $1,347.

4.6 Applicable notes to the above statements.

All of the financial information referred to above has not been audited. The directors of Waratah Gold Limited are responsible for the

preparation and presentation of the historical and proforma financial information including the determination of the pro-forma transactions.

Our review has been conducted in accordance with Australian Auditing and Assurance Standard ASRE 2410 "Review of an Interim Financial Report Performed by the Independent Auditor of the Entity" and was limited to inquiries and discussions with the directors of Waratah Gold Limited, reading of directors minutes and relevant contracts, review of publicly available information and review of work papers, accounting records and other documents.

Our review also determined whether the pro-forma transactions formed a reasonable basis for the preparation of the pro-forma balance sheet.

These review procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit on the historical financial information and the pro-forma balance sheet and accordingly we do not express an audit opinion on the historical financial information and the pro-forma balance sheet set out in Appendix 1.

Investigating Accountant’s Report

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5. Review OpinionBased on the scope of our review, which is not

an audit, nothing has come to our attention that causes us to believe that the historical information, as set out in Appendix 1, does not present fairly, in accordance with the recognition and measurement requirements, but not all of the disclosure requirements of applicable accounting standards and other mandatory professional reporting requirements in Australia, the following:

(a) The balance sheet of Waratah Gold Limited at 31 January 2008 the statement of changes in equity, the income statement and the statement of cash flows from 30 May 2007 to 31 January 2008.

(b) The pro-forma balance sheet of Waratah Gold Limited at 31 January 2008 the Proforma statement of changes in equity, the pro-forma income statement and the Proforma statement of cash flows from 30 May 2007 to 31 January 2008 had the transactions as set out in section 4.5 of this report taken place as at 31 January 2008.

6. Subsequent EventsOn 5 February 2008, the Company received

an unsecured loan of $83,175 from Ironbark Gold Limited. This amount together with the balance of the loan account shown in the balance sheet at 31 January 2008 of $5,825, a total of $89,000 is to be repaid out of the proceeds of the proposed capital raising.

On 20 February 2008, the Company adopted an incentive option scheme which will be available to employees, directors and consultants of the company or an associated body corporate.

Under the terms of an Executive Employment Agreement, Mr Andrew Maurice will be granted 1,000,000 options in the Company on the date that the Company is reasonably satisfied that it has complied with the conditions imposed by the ASX for admission of the Company to the official list of the ASX and for quotation of the Company’s shares on the ASX. The options will expire five years from issue date and are exercisable at 30c each. Any unexercised options will lapse immediately if Mr Maurice ceases to be an employee of the Company by resignation within

two years from the issue date; or otherwise at the expiration of 10 days after Mr Maurice ceases to be an employee of the company by reason of death, resignation or dismissal for redundancy.

The options are not transferable unless to the executive or an associate as defined in S26AAB of the Income Tax Assessment Act (1936).

Apart from the above, to the best of our knowledge and based on the work we have performed as described in the scope section above there have been no material transactions or events subsequent to 31 January 2008 which would require comment on, or adjustment to the financial information set out in Appendix 1 or that would cause the information contained in Appendix 1 to be misleading.

7. DisclosureAt the date of this report Mack & Co does not

have any pecuniary interest in Waratah Gold Limited that would reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Mack & Co will provide audit services to Waratah Gold Limited and will receive a professional fee for the preparation of this report.

Mack & Co consents to the inclusion of this report (including Appendix 1) in the Prospectus in the form and context in which it is included. At the date of this report this consent has not been withdrawn.

Yours faithfully

N A CALDER Partner

MACK & CO

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��Investigating Accountant’s Report

Income Statementfor the Period 30 May 2007 to 31 January 2008

Actual Unaudited31 January

2008$

ProformaUnaudited31 January

2008 $

Income - -

Expenses - -

Profit/(Loss) from ordinary activities before income tax expense - -

Income tax expense relating to ordinary activities - -

Profit/(Loss) from ordinary activities after related income tax expense - -

To be read in conjunction with the notes to the unaudited financial statements

Balance Sheetas at 31 January 2008

Note


2008$


2008$

CURRENT ASSETS

Cash and cash equivalents 3 100 3,458,878

Receivables 4 122 122

TOTAL CURRENT ASSETS 222 3,459,000

NON CURRENT ASSETS

Exploration, evaluation and development costs - 50,000

Intangibles 5 1,100 1,100

TOTAL NON CURRENT ASSETS 1,100 51,100

TOTAL ASSETS 1,322 3,510,100

CURRENT LIABILITIES

Payables 6 7,172 -

TOTAL CURRENT LIABILITIES 7,172 -

NET ASSETS (5,850) 3,510,100

EQUITY

Issued capital 7 100 3,600,100

Capital raising costs 7 (5,950) (90,000)

Retained earnings - -

TOTAL EQUITY (5,850) 3,510,100


Investigating Accountant’s Report (Appendix 1)F

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Statement of Changes in Equityfor the Period 30 May 2007 to 31 January 2008

Issued Capital

$

Retained Earnings

$Total

$

ACTUAL

Opening balance 30 May 2007 - - -

Issue of fully paid ordinary shares 100 - 100

Capital raising costs (5,950) - (5,950)

Net profit / (Loss) - - -

Balance at 31 January 2008 (5,850) - (5,850)

PRO FORMA

Opening balance 30 May 2007 - - -

Issue of shares 3,600,100 - 3,600,100

Less capital raising costs (90,000) - (90,000)

Net profit / (Loss) - - -

Balance at 31 January 2008 3,510,100 - 3,510,100


Statement of Cashflowsfor the Period 30 May 2007 to 31 January 2008

Note


2008$


2008$

Cash flow from / (used in) operating activitiesPayments from customers - -

Payments to suppliers - (122)

Cash flow from / (used in) operating activities - (122)

Cash flow from / (used in) investing activitiesPayment of intangibles (1,100) (1,100)

Cash flow from / (used in) investing activities (1,100) (1,100)

Cash flow from / (used in) financing activitiesProceeds from share issue 100 3,550,100

Payments for share issue costs (4,725) (90,000)

Loan from related entity 5,825 89,000

Repayment of loan from related entity - (89,000)

Cash flow from / (used in) financing activities 1,200 3,460,100

Net increase in cash and cash equivalents 100 3,458,878

Cash and cash equivalents at start of period - -

Cash and cash equivalents at end of period 100 3,458,878


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1. Financial Reporting Framework

Basis of preparation of Proforma Financial Information

The Proforma Financial Information of Waratah Gold Limited has been prepared in accordance with the recognition and measurement, but not all of the disclosure requirements of applicable Accounting Standards and other authoritative pronouncements of the AASB.

Significant Accounting Policies

(a) Exploration, evaluation, development and restoration costs Exploration and evaluation expenditure

Exploration and evaluation expenditure is stated at cost and is accumulated in respect of each identifiable area of interest.

Such costs are only carried forward in respect of areas of interest for which the rights of tenure are current and where:

• such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

• activities in the area have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation, to the area are continuing.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where carried- forward expenditure does not satisfy the policy stated above it is written off to the income statement in the period in which it is incurred.

Accumulated costs in relation to an abandoned area are written off to the income statement in the period in which the decision to abandon the area is made.

Rehabilitation, restoration and environmental costs

Long-term environmental obligations are based on the company’s environmental management plans, in compliance with current environmental and regulatory requirements.

The costs include obligations relating to reclamation, waste site closure, plant closure and other costs associated with the restoration of the site.

Full provision is made based on the net present value of the estimated cost of restoring the environment disturbance that has been incurred as at the balance date. Increases due to additional environmental disturbance (to the extent that it relates to the development of an asset) are capitalised and amortised over the remaining lives of the mines.

Annual increases in provision relating to the change in the present value of the provision are accounted for in earnings.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean-up at closure.

(b) Income tax

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of the assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except where the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a

Notes to the Unaudited Financial Statements as at 31 January 2008

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transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates of (and tax laws) that have been enacted or substantially enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

(c) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and security deposits on tenements.

For the purposes of the cash flow statements, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(d) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

Receivables and payables are stated with the amount of GST included.

(e) Impairment

At each reporting date, the company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the company makes a formal estimate of the recoverable amount.

Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for each individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that

are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

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 assessment of the time value or money and the risks specific to the asset or group of assets being assessed.

(f) Payables

Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the company. Trade accounts are normally settled within 60 days.

Payables to related parties are initially recognised at fair value and subsequently measured at amortised cost.

(g) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and revenue can be reliably measured.

(h) Issued capital

Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the proceeds received.

2. Proforma Transactions Proforma Unaudited represents Actual Unaudited 31 January 2008 figures adjusted to reflect:-

(a) The effect of the proposed subscription issue of 17,500,000 fully paid ordinary shares at an issue price of 20 cents per share to raise $3,500,000.

(b) The total estimated capital raising costs of the prospectus of $90,000.

(c) The issue on 4 April 2008 of 5,000,000 fully paid ordinary shares to Ironbark Gold Limited as consideration for the transfer of gold tenements and security deposits of $100,000.

(d) The proposed repayment of loan funds advanced to the Company and payments made on behalf of the Company by Ironbark Gold Limited totalling $89,000.

(e) The proposed payment of a creditor of $1,347.

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2008


2008

3. Cash and Cash EquivalentsCash on hand 100 100

Security deposits - 50,000

Cash at bank - 3,408,778

100 3,458,878

4. ReceivablesGST recoverable 122 122

5. IntangiblesFormation costs 1,100 1,100

6. PayablesLoan from related party - unsecured 5,825 -

Trade creditors 1,347 -

7,172 -

7. Issued Capital Issue of 100 ordinary fully paid shares on incorporation 30 May 2007 100 100

Issue of 5,000,000 ordinary fully paid shares on 04 April 2008 as consideration for the acquisition of gold tenements and security deposits from Ironbark Gold Limited

- 100,000

Proposed issue of 17,500,000 ordinary fully paid shares for cash - 3,500,000

100 3,600,100

Less estimated costs of issue

Cash (5,950) (90,000)

Contributed equity (5,850) 3,510,100

The estimated costs of issue of $5,950 shown in actual unaudited 31 January 2008 relate to costs of the proposed issue already incurred by that date.

8. Commitments For Future ExpenditureThe company has commitments to expend $713,000 on its tenements over the next two years.

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Solicitor’s Report on Tenements

�

Level 4, Next Building 16 Miligan Street, Perth WA 6000

GPO Box 2799, Perth WA 6001

Telephone: +61 8 9321 4000 Facsimile: +61 8 9321 4333

Web: www.steinpag.com.au19 May 2008

The Board of Directors Waratah Gold Limited Level 1 350 Hay Street SUBIACO WA 6008 Dear Sirs

This report is prepared for incorporation by reference in a prospectus to be issued by Waratah Gold Limited (Company) on or about 27 May 2008 for the issue of 17,500,000 shares in the capital of the Company at an issue price of 20 cents per share to raise $3,500,000 (Prospectus).

1. AssetsAs at the date of this report, the Company, has entered into an agreement with Ironbark Gold Limited

(Vendor), pursuant to which the Vendor has agreed to sell and the Company has agreed to purchase interests in a number of granted mining tenements located in New South Wales. The mining tenements are collectively referred to in this report as the Tenements.

A schedule of the Tenements is attached to and forms part of this report (Schedule). Part I of the Schedule contains a list of the Tenements. Part II of the Schedule contains a summary of the material terms of the agreement relating to the Tenements. Part III of the Schedule contains a summary of the status of the native title claims existing over the Tenements.

2. SearchesFor the purposes of this report, we have conducted searches and made enquiries in respect of all of the

Tenements as follows:

(a) we have reviewed searches of the Tenements in the registers maintained by the New South Wales Department of Primary Industries (DPI). These searches were conducted on 15 February 2008 and updated prior to lodgement of the prospectus with ASIC;

(b) we have obtained a register of extracts from the Register of Native Title Claims maintained by the National Native Title Tribunal (NNTT) in respect of native title claims identified by the NTTT in searches of the Tenements. This material was obtained on 21 February 2008 and updated prior to lodgement of the prospectus with ASIC; and

(c) we have reviewed the material agreement relating to the Tenements (Agreement) and summarised the material terms (details of which are set out in Part II of the Schedule);

The Company’s rights in respect of the Tenements depends on the enforceability of the Agreement and the parties to the Agreement complying with and fulfilling the terms and conditions of such Agreement. We have advised the Company to lodge a caveat in respect of any Tenements where it is not recorded as the registered holder to protect its equitable interest in the Tenements.

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��Solicitor’s Report on Tenements

On the basis of the searches conducted and our review of the Agreement, subject to the enforceability of such Agreement, we consider that this report (and the Schedule) provides an accurate statement as to the status of the Tenements as at the date the relevant searches were obtained.

3. OpinionAs a result of our searches and enquiries, but subject to the assumptions and qualifications set out

below, we are of the view that, as at the date of the relevant searches:

(a) the details of the Tenements included in this report are accurate as to the status of the Tenements and the Company’s interest in the Tenements;

(b) where title to a Tenement has not been granted or an application for extension of a term of a Tenement is pending, that fact is disclosed in the Schedule;

(c) all expenditure requirements under the relevant mining legislation have been met or exemptions obtained, unless otherwise noted in the Schedule; and

(d) the valid grant of any of the current applications for Tenements which may affect native title will require compliance with the applicable processes of the Native Title Act 1993 as amended by the Native Title Amendment Act 1998 (Cth) (which are together referred to as the NTA).

4. TenementsThe Tenements comprise exploration licences granted under the Mining Act 1992 (NSW) (NSW Mining Act).

(a) Exploration Licence

The Tenements are granted exploration licenses, and are in respect of Group 1 minerals, which are metallic minerals such as gold, silver, tin and copper.

An exploration licence issued under the NSW Mining Act gives the holder exclusive rights to explore for the minerals specified in the area covered by the licence. An exploration licence takes effect on the date on which it is granted and ceases to have effect at the expiration of such period (not exceeding 5 years) as the relevant Minister may determine.

It is necessary to enter into an access agreement with all landholders prior to carrying out exploration (section 140). All landholders are entitled to compensation for all compensable loss caused by exploration (section 263) and mining (section 265). In the event that no agreement can be reached with the landholders, the matter can be referred to arbitration, and if not resolved there, the Mining Warden for determination.

Exploration licences are renewed under the provisions of the NSW Mining Act. If a holder intends to carry out further exploration within an exploration licence after the expiry date, the holder must apply for a renewal of the licence. Applications for renewal must be made no earlier than two months and no later than one month before the expiry date (section 113). If a valid application for renewal is not dealt with before the expiry date, the licence remains in force until the application is dealt with (section 117).

An exploration licence may not be renewed for more than half the area of the licence at the time of lodgement of the renewal application (section 114(6)), unless special circumstances are applicable. On renewal, exploration licences can be any shape but cannot comprise more than 5 individual areas.

An exploration licence may be renewed for a maximum term of five years and may be renewed for further periods not exceeding five years on any one occasion.

(b) Generally Applicable Conditions

Mining tenements are granted subject to various conditions prescribed by the NSW Mining Act including compliance with minimum expenditure and reporting requirements.

The Tenements are also subject to statutory requirements of certain other Acts including Aboriginal heritage legislation, environmental protection legislation and rights in water legislation. These standard conditions are not detailed in the notes to the Schedule.

(c) Specific Conditions

Specific conditions applicable to the Tenements are detailed in the notes to Part I of the Schedule.

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5. Aboriginal Heritage

5.1 General

There may be areas or objects of Aboriginal heritage located on the Tenements.

We have not undertaken searches to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Tenements as there is no obligation under the relevant legislation to register sites or objects. Further, the exact location of Aboriginal sites can not be ascertained from these searches.

The Company must ensure that it is in compliance with the Commonwealth and New South Wales legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, the Company would need to conduct heritage surveys to determine if any Aboriginal areas or objects exist within the area of the Tenements. Any interference with these sites must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

5.2 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

5.3 New South Wales Legislation

The National Parks and Wildlife Act 1974 (NSW) (NPWA) is aimed at the preservation and protection of any Aboriginal places and objects that may be located on the Tenements.

Under the NPWA, the Minister administering the NPWA may declare a place to be protected where that place is deemed to have special significance to Aboriginal culture.

It is an offence to destroy, deface, damage or desecrate, or cause or permit the destruction, defacement, damage or desecration of, an Aboriginal object or Aboriginal place without a heritage impact permit issued by the Director-General of the Department of Environmental and Conservation pursuant to section 90 of the NPWA. There is a defence to this offence where a party acts with due diligence and reasonable precaution.

6. Native Title - Legislation

6.1 General

On 3 June 1992, the High Court of Australia held in Mabo v. Queensland (no.2) (1992) 175 CLR 1 (Mabo #2) that the common law of Australia recognises a form of native title which reflects the entitlements of Aboriginal people to their traditional lands in accordance with their traditional laws and customs. In order to succeed in a native title claim the persons making such claim must show that they enjoy certain customary rights and privileges in respect of a particular area of land and that by these rights and privileges they have a connection with that land.

In Mabo #2, the High Court held that native title could be extinguished through loss of traditional connection with the land or by legislative or executive actions which are inconsistent with the continued right to enjoy native title. In particular, native title may be extinguished by the State:

(a) granting a title or interest in land, such as a freehold or leasehold title; or

(b) appropriating or reserving and using land for a public purpose such as public works,

which is inconsistent with the continued right to enjoy native title in respect of the same land. Extinguishment may be whole or partial depending upon the nature of the State’s action. The principles concerning extinguishment have been developed in subsequent High Court and Federal Court decisions.

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The grant of a mining tenement only partially extinguishes native title rights and interests. Under Section 44H of the NTA and at common law, the rights held under mining tenements will prevail over any inconsistent native title rights. In the case of exploration licences, recent court decisions have held that there is considerable scope for the co-existence of native title rights and the exploration licensee’s rights.

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Cth). This Act enabled a State Parliament to validate any mining tenements granted prior to its commencement which might otherwise have been invalid. The Native Title Act 1993 was extensively amended by the Native Title Amendment Act 1998 (Cth).

6.2 New South Wales

The New South Wales Parliament has adopted the Native Title (New South Wales) Act 1994 (NSW) which adopts the NTA.

Under the NTA, native title is extinguished by grants of private freehold title and exclusive possession tenures such as freehold leases. Validly granted mining tenements that are to be granted solely over such tenures are not subject to native title considerations.

Tenures which may co-exist with native title are generally non-exclusive leases such as pastoral leases, pastoral development holdings, some special leases and term leases for grazing pastoral purposes, occupation licences, permits to occupy, road licences and some others.

We have not researched the underlying land tenure in respect of the Tenements in order to determine the extent of extinguishment for the purposes of this report.

7. Native Title – ClaimsPersons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The Court will then refer the application to the Native Title Registrar for the registration test.

If the Native Title Registrar is satisfied that the lodged claim meets the registration requirements set out in the NTA (Registration Test), it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (Register). Claimants of registered claims are afforded certain procedural rights under the NTA including the “right to negotiate”.

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test. If a claim fails to meet the Registration Test, this only means that the native title claimants do not have access to the future act procedures under the NTA. It does not mean that the claim has been dismissed or discontinued. An unregistered claim must still be heard and determined by the Federal Court.

One of the Tenements, EL6793, relates to land which is currently the subject of one unregistered native title claim. This claim is identified in Part III of the Schedule. The fact that a claim has been lodged does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that no native title exists over that area.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that the existing claim may be successful, or the possibility of any further native title claims being made in the future.

In any event, the existence of native title is not the main issue for the Company as the purchaser of the Tenements. The main issue is the existence of a registered native title claim. That effectively requires the Company to observe the provisions of the NTA in proceeding with its applications for Tenements. The reason for this is that an act which affects native title rights such as the grant of a mining tenement may be invalid unless there has been compliance with the provisions of the NTA. Until the native title claim has been determined by the Federal Court the existence of native title will be uncertain. Prudence dictates that native title should be assumed to exist over all claimed land other than freehold, “exclusive possession” leasehold or vested reserve until the claim has been determined.

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8. Native Title – Validity of Titles

8.1 Tenements granted since 23 December 1996

The following Tenements have been granted since 23 December 1996:

Holder Tenements

Ironbark Gold Limited EL6506, EL6575, EL6793, EL6930, EL6944

Mining tenements granted since 23 December 1996 may be invalid if they were granted over land other than freehold, “exclusive possession” leasehold or vested reserve and the applicable processes prescribed by the NTA were not complied with.

In summary, on the basis that the procedural requirements of the NTA were complied with prior to their grant, each of those Tenements is valid so far as native title is concerned.

9. QualificationsWhile the status of the Tenements is dealt with in the Schedule, we point out, by way of summary,

that:

(a) we have assumed the accuracy and completeness of all tenement searches and other information or responses which were obtained from the relevant department or authority. We cannot comment on any obligations of the Company that may arise from agreements that are not registered as a dealing, encumbrance or otherwise noted on the searches of the Tenements;

(b) with respect to the Tenements, we have assumed the accuracy and completeness of the information which we have received from the various departments;

(c) the holding of the Tenements is subject to compliance with the terms and conditions and the provisions of the applicable state mining legislation;

(d) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

(e) with respect to any application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;

(f) where compliance with the requirements necessary to maintain a Tenement in good standing is not disclosed on the face of the searches referred to in this report, we express no opinion on such compliance;

(g) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;

(h) where Ministerial consent to any agreement or dealing referred to in Part II of the Schedule is being or will be sought, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we have no reason to believe that any application for consent will be refused; and

(i) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus.F

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Part 1TENEMENT SCHEDULE

Ten

emen

t

Ho

lder

/ A

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lican

t

Sh

ares

Hel

d

Gra

nt

Dat

e

Exp

iry

Dat

e

Are

a S

ize

An

nu

al R

ent

(Nex

t R

enta

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r)

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imu

m A

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ual

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En

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s/D

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Titl

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s

EL6506Ironbark

Gold Limited

100% owned 27/01/2006 26/01/2010 9

Units Nil $24,500 -

AAll except

4, 7, 9 & 31

-

EL6575Ironbark

Gold Limited

100% owned 20/06/2006 19/06/2008* 90

Units Nil $65,000 -

AAll except

4, 7, 9 & 31

-

EL6793Ironbark

Gold Limited

100% owned 29/05/2007 29/05/2009 264

Units Nil $152,000 -A

All except 31

NC05/2, Ngarigu Dialect

Boundary Application

(unregistered)

EL6930Ironbark

Gold Limited

100% owned 31/10/2007 31/10/2009 82

Units Nil $20,000 -

AAll except

4, 7, 9 & 30

-

EL6944Ironbark

Gold Limited

100% owned 15/11/2007 15/11/2009 39

Units Nil $39,500 -

AAll except

4, 7, 9 & 30

-

* The company has submitted an application for renewal in accordance with the NSW Mining Act. The directors are not aware of any reason why the application for EL6575 will not be approved.

Key to Tenement ScheduleEL = Exploration Licence

All native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims. Please refer to Part III of this Report for the status of the Native Title Claims.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

References to letters in the “Notes” column refers to the agreements summarised in Part II of the Schedule. References to numbers in the “Notes” column refers to the notes following this table.

10. ConsentThis report is given solely for the benefi t of the Company and the directors of the Company in connection

with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or fi led with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

Yours faithfully

STEINEPREIS PAGANIN

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Notes: Exploration Licence Conditions 2004Definitions

1. Categories of Prospecting Operations Three categories of prospecting operations are defined under this licence, as follows:

Category 1: Reconnaissance and low intensity activities, including:

(a) geological mapping;

(b) airborne surveys;

(c) sampling and coring using hand held equipment;

(d) geophysical surveys and downhole logging, but not seismic surveys;

(e) shallow reconnaissance drilling involving no more than minimal site preparation;

(f) minor clearing or cutting of native vegetation;

(g) minor excavations excluding costeaning or bulk sampling; and

(h) vehicle access that does not require construction of new tracks.

Category 2: Operations which have potential for moderate disturbance to the land surface, native vegetation or other environmental value, including:

(a) operations under Category 1 (c) to (h) within or adjacent to Sensitive Areas*;

(b) operations under Category 1 (c) to (h) of a concentrated or cumulative nature;

(c) seismic surveys;

(d) excavating or bulk sampling not exceeding 60 cubic metres;

(e) non-intensive drilling involving no more than moderate site preparation, excluding drilling holes exceeding 400 millimetre diameter;

(f) camp construction; and

(g) access tracks, drill pads or line clearing involving no more than moderate native vegetation disturbance.

Category 3: Operations which have potential to cause significant environmental impact involving, for example, considerable land surface disturbance or native vegetation clearing, including:

(a) operations under category 2 (c) to (g) within or adjacent to Sensitive Areas*;

(b) operations under category 2 (c) to (g) of a concentrated or cumulative nature;

(c) excavations or bulk sampling in excess of 60 cubic metres;

(d) shaft sinking or tunnelling;

(e) drilling holes in excess of 400mm diameter;

(f) intensive drilling, such as for resource definition purposes; and

(g) access tracks involving formed construction.

* see definition 2 for Sensitive Areas

2. Sensitive Areas For the purposes of the licence, Sensitive Areas include the following:

(a) land reserved as a State Conservation Area under the National Parks and Wildlife Act 1974;

(b) land declared as an Aboriginal place under the National Parks and Wildlife Act 1974;

(c) land identified as wilderness under the Wilderness Act 1987;

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(d) land subject to a ‘conservation agreement’ under the National Parks and Wildlife Act 1974;

(e) land acquired by the Minister for the Environment under Part 11 of the National Parks and Wildlife Act 1974;

(f) land proposed to be reserved as a national park or nature reserve under the National Parks and Wildlife Act 1974;

(g) land within State forests mapped as Forestry Management Zone 1, 2 or 3;

(h) wetlands mapped under SEPP 14 - Coastal Wetlands;

(i) wetlands listed under the Ramsar Wetlands Convention;

(j) lands mapped under SEPP 26 - Littoral Rainforests;

(k) areas listed on the Register of National Estate;

(l) areas listed under the Heritage Act 1977 for which a plan of management has been prepared;

(m) land declared as critical habitat under the Threatened Species Conservation Act 1995;

(n) land within a restricted area prescribed under the Crown Lands Act 1989 for the preservation of flora, fauna, geological formations or other environmental protection purpose; and

(o) any other land identified as Sensitive Land by the Department.

It should be noted that some of these areas are also “exempted areas” under the Act.

3. Other Definitions “Act” means the Mining Act 1992 (NSW).

“Department” means the Department of Primary Industries.

“Minister” means the Minister administering the Mining Act 1992 (NSW).

“Wetlands” means wetlands mapped as such under State Environmental Planning Policy No 14 - Coastal Wetlands.

SECTION A: Approval of Prospecting Operations

1. Prospecting Operations Permitted under the Licence The prospecting operations listed in Category 1 may be conducted on the licence area provided that:

(a) the operations do not cause more than minimal impact on the environment, taking into account the sensitivity of the local environment to disturbance;

(b) the operations do not cause harm to any threatened species, population or ecological community, or their habitats, including critical habitat;

(c) the operations do not cause damage to Aboriginal objects or Aboriginal places;

(d) the operations do not cause damage to the values and features listed in section 238 of the Act;

(e) the requirements of section 30 of the Act are met, if relevant; and

(f) the requirements of all State conservation, threatened species, environmental protection, heritage and related legislation are met.

2. Prospecting Operations Requiring Further Approval All prospecting operations not covered by Condition 1 require additional approval. Such operations comprise:

(a) prospecting operations listed in Category 1 where the provisos listed under Condition 1 cannot be satisfied;

(b) prospecting operations listed in Category 2 or 3; and

(c) surface disturbing prospecting operations not listed in Categories 1, 2 or 3.

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All such prospecting operations require prior notification on a Surface Disturbance Notice form to the Department.

Approval by the Department requires assessment and determination under Part 5 of the Environmental Planning and Assessment Act 1979 (EP&A Act).

In the case of prospecting operations listed in Category 3, a review of environmental factors (REF) must be prepared, and must accompany the Surface Disturbance Notice. In respect of prospecting operations not listed under Category 3, the Department, after consideration of the completed Surface Disturbance Notice form, will determine whether a REF must be prepared and notify the licence holder in writing. Any REF must be prepared in accordance with Departmental guidelines. If the impact of prospecting operations on the environment is determined as likely to be significant in terms of Part 5 of the EP&A Act, then the Department will require the licence holder to submit an Environmental Impact Statement (EIS).

The licence holder must not commence the operations without prior written approval from the Department.

SECTION B: Special Area Conditions

3. Exempted Areas The licence holder must not commence prospecting operations in an exempted area under the Act without obtaining prior written consent from the Minister.

“Exempted areas” under the Act are lands set aside for public purposes. They include travelling stock reserves, road reserves, water supply reserves, State forests, and public reserves and permanent commons. Under Section 30 of the Act the “exercise of rights” under an exploration licence is subject to the consent of the Minister. The “exercise of rights” includes the right to conduct prospecting operations. The Minister’s consent requires assessment and determination under Part 5 of the EP&A Act.

Applications for the Minister’s consent to exercise rights under the licence may address Category 1 prospecting operations only, or may also address prospecting operations requiring further approval under Condition 2. If an application for the Minister’s consent is submitted in terms of Category 1 prospecting operations only, then if granted it will contain a condition requiring approval of further prospecting operations under Condition 2. If the application also addresses prospecting operations requiring further approval under Condition 2, then it will satisfy the requirements of Condition 2 for prior notification to and approval by the Department of those operations. The Minister’s consent may be granted subject to conditions.

Applications for the Minister’s consent to exercise rights under the licence are to be submitted to the Titles Program, accompanied by any necessary Surface Disturbance Notice form, REF or EIS (see condition 2). Inclusion of the views and requirements of the agency or council controlling the exempted area will speed up the consent process.

4. State Conservation Areas (SCAs) The licence holder must not commence prospecting operations in a State Conservation Area without obtaining prior written consent from the Minister and subject to any conditions that may be stipulated.

State Conservation Areas are exempted areas under the Act and, pursuant to the requirements of section 30 of the Act and section 47J(7) of the National Parks and Wildlife Act 1974, the licence holder may not exercise rights under the licence except with the consent of the Minister given with the approval of the Minister for the Environment.

A Review of Environmental Factors (REF) must be prepared and submitted according to Department guidelines at least 6 weeks prior to planned commencement of any prospecting operations.

The REF must be prepared in accordance with the Department’s guidelines for completing a review of environmental factors covering exploration in state conservation areas.

7. Sydney Catchment Authority Areas(a) At least 28 days prior to commencing any prospecting operations which will involve disturbance to

the surface of any area under the control of the Sydney Catchment Authority, the licence holder must notify the Authority’s General Manager, Catchment Operations & Major Projects (GM COMPs) of the intention so to do and must supply any information required by the Authority to determine the precise location of the proposed operations.

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(b) If the licence holder proposes to alter any operations notified to the Authority pursuant to paragraph (a) of this condition, the licence holder shall give the Authority’s General Manager, Catchment Operations & Major Projects (GM COMPs) at least 28 days notice of the proposal and must supply information required by the Authority to determine the precise location of the proposed operations.

(c) The licence holder must carry out all operations in a manner that conforms with all provisions of the Sydney Water Catchment Management Act 1998 and the Regulations thereunder applying to the prevention of pollution of the Catchment Area for the preservation of the purity of the water supply provided thereby or derived therefrom or for the protection of the property of he Sydney Catchment Authority on the Catchment Area and also to all requirements of the Authority under that Act or Regulations thereunder.

(d) The licence holder must, upon service of a written notice by the Authority’s General Manager, Catchment Operations & Major Projects (GM COMPs) immediately discontinue the use of any process that the Authority believes is likely to pollute the Catchment Area or the water supply or to endanger any property of the Authority on the Catchment Area.

(e) The licence holder must make such provisions for sanitation as may be directed by the Authority’s General Manager, Catchment Operations & Major Projects (GM COMPs) and must at all times observe and perform any requirements of the Authority’s General Manager, Catchment Operations & Major Projects (GM COMPs), respecting sanitation.

(f) The licence holder must not establish any camps or habitations within any area under the control of the Sydney Catchment Authority without the prior written approval by the Authority’s General Manager, Catchment Operations & Major Projects (GM COMPs), and subject to any conditions that may be stipulated.

(g) The licence holder hereby covenants with the Department, and as a separate covenant with the Sydney Catchment Authority, that the licence holder shall at all times hereafter save harmless and keep the Department and the Authority indemnified from payment of compensation and from and against all actions, proceedings, claims and demands in respect of any injury, loss, or damage arising out of, or in any way connected with, any interference with, or deprivation or loss of access to the land which may occur by reason of any works or operations undertaken or carried out by the Authority.

8. Native Title Areas The licence holder must not prospect on any land or waters on which native title exists without the prior written consent of the Minister.

9. Wetland AreasThe licence holder must not clear, drain, fill or construct a levee on a wetland without written approval of the Department. Approval may be granted subject to conditions and is subject to the concurrence of the Director-General, Department of Planning.

SECTION C: Environmental Management of Prospecting Operations

10. Environmental Management Conditions(a) Conditions attached to any consent or approval given pursuant to the Act or this licence are taken to

be conditions of this licence and are enforceable under the Act as such.

(b) Without limiting the generality of paragraph (a) conditions attached to the following approvals and consents are taken to be conditions of this licence and are enforceable as such:

(i) approvals under conditions 2, 6, 9, 16(a), 17, 20(b) and 21(a); and

(ii) consents under conditions 3 and 4.

(c) For the purposes of Sections 125(3) and 374A(1) of the Act, Conditions 1 to 6 and 9 to 32 (if included in the licence) are identified as being related to environmental management.

(d) For the purposes of Division 3 of Part 11 of the Act, Conditions 1 to 6 and 9 to 28 (if included in the licence) are identified as being imposed under Division 2 of Part 11 of the Act, as well as being imposed under Section 26(1), 114(4) or 121(3) of the Act as the case may be.

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11. Environmental Management - General(a) Environmental management of operations must be carried out according to current best

environmental practice* or, alternately, it must conform to a specific Environmental Management Plan prepared by the licence holder which is acceptable to the Department.

* As a guide see ”Onshore Mineral and Petroleum Exploration”, 1996 Commonwealth Department of the Environment and Heritage or “Guidelines for Environmentally Responsible Mineral Exploration in NSW” 1998 NSW Minerals Council.

(b) Approval of Category 3 prospecting operations may be subject to a requirement to prepare an Environmental Management Plan (EMP). When directed in writing by the Department, the licence holder must prepare an EMP for the operations or for a specific aspect of the operations. The EMP must be prepared in a format and with content as specified and to a timetable specified by the Department.

12. Aboriginal Cultural Heritage(a) Prior to carrying out any prospecting operations the licence holder must consider potential impacts

on Aboriginal Heritage according to Guidelines for Aboriginal Heritage Impact Assessment in the Exploration and Mining Industries (NPWS, October 1997).

(b) Aboriginal Cultural Heritage issues must be satisfactorily addressed in any notification under Condition 2 of this licence.

(c) The licence holder must not knowingly destroy, deface or damage any Aboriginal object or Aboriginal place within the area except in accordance with a consent issued under the National Parks and Wildlife Act 1974. The licence holder must take all necessary precautions in drilling, excavating or disturbing the land against any such destruction, defacement or damage.

13. Threatened Species, Populations, Ecological Communities and their Habitats, and Critical Habitat

(a) Prior to carrying out any prospecting operations the licence holder must consider potential impacts on threatened species (of plants, animals and fish), populations and ecological communities and their habitats, and critical habitat, and plan the activities to minimise any such impacts.

(b) Threatened species populations and ecological communities and their habitats, and critical habitat, must be satisfactorily addressed in any notification under Condition 2 of this licence.

(c) The licence holder must comply with legislation relating to threatened species, populations, ecological communities and their habitat, and critical habitat. Should prospecting operations require a licence under the National Parks and Wildlife Act 1974 or the Threatened Species Conservation Act 1995 then the licence holder must obtain such a licence.

14. Heritage Items(a) Prior to carrying out any prospecting operations the licence holder must consider potential impacts on

items of heritage significance including old mine relics and workings. The licence holder must take all necessary precautions in drilling, excavating or disturbing the land against causing any damage to or destruction of items of heritage significance.

(b) Heritage items must be satisfactorily addressed in any notification under Condition 2 of this licence.

(c) The licence holder must not disturb any item of heritage significance within the area except in accordance with an approval issued under the Heritage Act 1977.

15. Trees and Vegetation(a) The licence holder must not fell trees, strip bark or cut timber on any land subject of this licence

without the consent of the landholder who is entitled to the use of the timber, or if such a landholder refuses consent or attaches unreasonable conditions to the consent, without the approval of the Mining Warden.

(b) The licence holder must no cut, destroy, ringbark or remove any timber or other vegetative cover on any land the subject of this licence other than in accordance with the conditions of this licence and any approval granted thereunder. Any clearing not authorised under the Act must comply with the provisions of the Native Vegetation Conservation Act 1997.

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(c) The licence holder must have any necessary licence from the Department’s State Forests Division before using timber from any Crown land within the licence area.

16. Roads and Tracks(a) Operations must not affect the public’s normal use of any road or track unless with the prior written

approval of the Department.

(b) Operations must not affect the availability of existing roads on any land for use for fire fighting.

(c) The licence holder must pay to the designated authority in control of the road or track (generally the local council or the Roads and Traffic Authority) the reasonable costs incurred by the designated authority in fixing any damage to roads caused by operations carried out under the licence.

(d) During wet weather the use of any road or track must be restricted so as to prevent damage to the road or track.

(e) Existing access tracks should be used for all operations where possible. New access tracks must be kept to a minimum and be positioned so that they do not cause any unnecessary damage to the land, watercourses or vegetation.

(f) The design, construction, repair and rehabilitation of constructed access tracks must be in accordance with specifications given in any Review of Environmental Factors required (Condition 2) or an Environmental Management Plan (Condition 11) which has been accepted by the Department.

(g) As soon as possible after they are no longer required for prospecting operations temporary access tracks must be rehabilitated and revegetated to the satisfaction of the Department.

(h) Rehabilitation activities undertaken in regard to this Condition must be included in reports prepared in accordance with Condition 28 (a).

17. Streams and Watercourses The licence holder must not interfere with the flow of water in any stream or watercourse without the prior written approval of the Department, and subject to any conditions that may be stipulated.

18. Erosion and Sediment Controls(a) All operations must be planned and carried out in a manner that minimises erosion controls and

sediment movement. The licence holder must observe and perform any instructions given by the Department in this regard.

(b) For operations requiring approval under Condition 2 the licence holder must document in any Review of Environmental Factors required a plan setting out the proposed methods for minimising erosion and controlling sediment movement.

(c) The procedures undertaken to minimise erosion and control of sediment movement must be included in reports prepared in accordance with Condition 28 (a).

19. Prevention and Monitoring of Pollution(a) Operations must be planned and carried out in a manner that does not cause or aggravate air

pollution, water pollution (including sedimentation) or soil contamination. For the purpose of this condition, water shall be taken to include any watercourse, waterbody or groundwaters. The licence holder must observe and perform any instructions given by the Department in this regard.

(b) For operations requiring approval under Condition 2 the licence holder must document in any Review of Environmental Factors required the proposed methods for minimising air pollution, water pollution and soil contamination.

(c) The licence holder must carry out environmental monitoring as directed by the Department to assess environmental performance in relation to prevention of pollution and rehabilitation of affected areas.

(d) The procedures and results of monitoring of the activities undertaken to minimise air pollution, water pollution and soil contamination must be included in reports prepared in accordance with Condition 28 (a).

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20. Refuse, Chemicals, Fuels and Waste Materials(a) The licence holder must maintain operations areas in a clean and tidy condition at all times.

(b) All refuse and waste materials must be collected, segregated and deposited in properly constructed containers and removed to an approved landfill or buried in an approved manner at an approved location.

(c) Sanitation collection should be in accordance with the requirements of the local authority, or the licence holder must make such provisions for sanitation as may be directed by the Department.

(d) Precautions must be taken to prevent spills and soil contamination. All chemicals, fuels and oils must be stored in sound containers and kept spill trays or in a bunded area. A supply of appropriate spill and dust prevention and oil absorbent materials must be maintained at drill sites.

(e) All drill cuttings and fluids must be contained in above-ground tanks or in-ground sumps. To prevent contamination of the groundwater or soils in-ground sumps must be plastic lined whenever toxic or non-biodegradable drilling fluids are used or when drilling into rock potentially containing high concentrations of toxic metals or metalloids.

(f) Any soil contaminated by chemicals, oils and fuels, or drilling mud or drill core containing toxic metals must be collected and remediated or disposed of in an approved manner, and the site rehabilitated with clean soil.

(g) Activities undertaken in regard to this Condition must be included in reports prepared in accordance with Condition 28 (a).

21. Transmission Lines, Communication Lines, Pipelines and other Public Utilities(a) Operations must not interfere with or impair the stability or efficiency of any transmission line,

communication line, pipeline or any other public utility without the prior written approval of the Department and subject to any conditions that may be stipulated.

(b) If the operation in any way impacts on the utility the licence holder must inform the authority in control of the utility and provide sufficient information for the authority to asses the proposal or its impacts. The licence holder must pay costs for remediation or repair of damage to utilities caused by prospecting operations and associated activities.

22. Public and Private Property The licence holder must observe any instructions given by the Department in connection with minimising or preventing public inconvenience or damage to public or private property.

23. Drilling(a) At least 28 days prior to commencement of drilling operations other than Category 1 drilling the

licence holder must notify the relevant Department of Infrastructure Planning and Natural Resources Regional Hydrologist of the intention to drill exploratory drill holes together with information on the nature and location of the proposed holes.

(b) If the licence holder drills exploratory drill holes he must satisfy the Department that during and after the activity:

(i) all holes cored or otherwise are constructed and/or sealed to prevent the collapse of the surrounding surface;

(ii) if any drill hole meets natural or noxious gases it is plugged or sealed to prevent their escape;

(iii) if any drill hole meets an artesian or sub-artesian flow it is effectively sealed to prevent contamination or cross-contamination of aquifers, and is permanently sealed with cement plugs to prevent surface discharge of groundwater;

(iv) potentially hazardous tools or logging equipment dropped in holes and unable to be recovered must be reported to the Regional Inspector of Mines and if directed to do so the licence holder must recover the equipment;

(v) waters flowing from any drill holes must be managed and contained. Disposal of any such waters must be in accordance with the ANZECC/ARMCANZ 2000 Water Quality Guidelines so as to meet the environmental values of the receiving watercourse or stock dam or must be disposed of in accordance with a licence issued by the Department of Environment and Conservation;

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(vi) once any drill hole ceases to be used the land and its immediate vicinity is to be rehabilitated to its former condition; and

(vii) activities undertaken in regard to this Condition must be included in reports prepared in accordance with Condition 28 (a).

26. Maintenance of Open DrillholesWhere the licence holder wishes to temporarily maintain a drill hole in an open condition for monitoring purposes, or where a landholder requests that a drillhole be left open for water supply purposes, the licence holder shall inform the Department and provide reasons for leaving the hole open. If leaving the drillhole open at the request of a landholder, the licence holder must produce a signed copy of a document transferring the responsibility of that drillhole and its licencing requirements to the landholder. All drillholes which are maintained in an open condition must be cased to prevent collapse and fitted with a removable cap to ensure the safety of persons and stock.

27. Rehabilitation of Land(a) Land disturbed must be rehabilitated to a stable and permanent form suitable for a subsequent land

use acceptable to the Department so that:

(i) there is no adverse environmental effect outside the disturbed area and the land is properly drained and protected from soil erosion;

(ii) the state of the land is compatible with the surrounding land and land use requirements;

(iii) the landforms, soils, hydrology and flora require no greater maintenance than that in or on the surrounding land;

(iv) in cases where native vegetation has been removed or damaged, and where vegetation is required, species endemic to the area must be re-established vegetation must be appropriate to the area or to the satisfaction of the landholder. Any re-established vegetation must be at an acceptable density and diversity; and

(v) the land does not pose a threat to public safety.

(b) Any topsoil that is temporarily removed from an area of prospecting operations must be stored, maintained and returned as soon as possible in a manner acceptable to the Department.

(c) Any shafts, drill holes and excavations, that remain abandoned from previous mining or exploration, which are opened up or used by the licence holder must be filed in or otherwise rehabilitated to a standard acceptable to the Department.

(d) All rehabilitation of disturbed areas should be completed before the expiry of the licence or immediately following termination of the licence.

(e) Activities undertake in regard to this Condition must be included in reports prepared in accordance with Condition 28 (a).

28. Environmental Reporting(a) An Environmental and Rehabilitation Report must be submitted to the Department as follows:

(i) the reports must be prepared according to Departmental Guidelines for environmental and rehabilitation reporting on exploration licences;

(ii) the reports must be lodged within one month of expiry or earlier termination of the licence or whenever part of the licence ceases to have effect; and

(iii) the reports must be prepared to the satisfaction of the Department and include information on all surface disturbing prospecting operations and rehabilitation carried out in the licence area or in the part of the licence that has ceased to have effect. They should include sufficient information to demonstrate that the requirements of Conditions 1 to 6 and 9 to 27 or those of them included in the licence have been satisfied.

(b) An Incident and Complaints Report must be submitted to the Department as follows:

(i) the report is to be submitted within 24 hours of confirmation of any serious environmental incident, breach of Conditions 1 to 27 or those of them included in the licence or breach of other environmental regulations, or a serious complaint from landholders or the public;

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(ii) the report must include the details of the exploration licence, contact details for the exploration manager, complainant and landholder, a map showing the area of concern, the nature of the incident or complaint, likely causes and consequences, and a timetable showing actions taken or planned to fix the problem; and

(iii) details of all incidents or complaints occurring whilst the licence is in force must be included in reports prepared in accordance with Condition 28 (a).

(c) Additional environmental reports may be required on specific surface disturbing operations or environmental incidents from time to time as directed in writing by the Department and must be lodged as instructed.

30. Single Security(a) A single security in the sum of $100,000 must be given and maintained with the Minister by the

licence holder for the purpose of ensuring the fulfilment by the licence holder of obligations under each and every exploration licence as described in the attached Schedule. If the licence holder fails to fulfil any one or more of such obligations under one or more of the Exploration Licences so described, then a sum of $20,000 may be applied at the discretion of the Minister towards the cost of fulfilling such obligations under each such licence where the failure has occurred.

(b) The licence holder must provide the security required by paragraph (a) in one of the following forms:

(i) cash; or

(ii) a security certificate in a form approved by the Minister and issued by an authorised deposit-taking institution.

(c) The Minister may at any time or times hereafter vary the amount that may be applied by him towards the cost of fulfilling obligations provided for in paragraph (a). Where he has so varied that sum, he shall serve on the licence holder a notice in writing to this effect.

(d) For the purposes of this condition, a person is deemed to be the holder of an exploration licence until such time as all obligations under that licence have been met.

31. Single Security (extended)(a) The single security given and maintained by the Minister by the licence holder for the purpose of

ensuring the fulfilment by the licence holder of obligations under the Exploration Licences described in the attached Schedule is extended to apply to this licence.

(b) The Minister may at any time or times hereafter, vary the amount that may be applied by him towards the cost of fulfilling obligations provided for in paragraph (a). Where he has so varied that sum, he shall serve on the licence holder a notice in writing to this effect.

32. Failure to Fulfil Obligations For the purposes of Condition 30 (or 31 as the case may be), the licence holder shall be deemed to have failed to fulfil the obligations of this licence if the licence holder fails to comply with:

(a) any condition or provision of the licence;

(b) any condition of a consent of approval given pursuant to the Act or the licence;

(c) any provision of the Act or regulations made thereunder; or

(d) any direction or other instruction given by the Department pursuant to paragraphs (a) – (c) above.

SECTION D: GENERAL Conditions

33. Control of Operations(a) If the Department believes that the licence holder is not complying with any provision of the Act

or Regulations, or any condition or provision of this licence, the Department may direct the licence holder to:

(i) cease all prospecting operations and other activities authorised by the licence; or

(ii) cease those prospecting operations and other activities not complying;

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until in the opinion of the Department the situation has been corrected.

(b) The licence holder must comply with any direction given under this Condition.

36. Safety of Operations(a) The licence holder must give notification to the Department at the Department’s nearest regional

office at least 7 days before commencement of any field exploration activity involving drilling, blasting or other potentially hazardous operation.

(b) Operations must be carried out in a manner that ensures the safety of landholders and members of the public, stock and wildlife in the vicinity of the operations.

(c) The measures put in place to control hazards must comply with the Mines Inspection Act 1901 and the Mines Inspection Act 1901 General Rule 2000. These measures include, but are not limited to, the development of a Safety Management Plan prepared according to Departmental guidelines.

(d) Operations must be carried out and supervised in a manner that ensures the safety of all employees and contractors.

37. Core Samples (For Groups 1 to 7 and Group 10 Minerals)(a) The licence holder must supply notifications and particulars and preserve any cores and samples as

required by Section 42B of the Mines Inspection Act, 1901.

(b) The holder must not dispose of any core obtained during the course of drilling in the licence area without first offering it to the Department for archival storage. On termination of the licence the licence holder must advise the Department of plans regarding the continued storage or disposal of core. If so directed, the licence holder must lodge selected core with the Department’s Core Library at Londonderry.

(c) Selected core must be lodged with the Department in standard modular metal core boxes, the size specifications of which are obtainable from the Core Library.

SECTION E: Exploration Performance and Reporting Conditions

40. ExpenditureThe licence holder must effectively prospect the licence area and, unless approved by the Department, must expend on operations no less than (the amount specified in the “minimum annual expenditure” column of the Tenement Schedule for the appropriate tenement) whilst the licence is in force.

41. Completion of Exploration Program The licence holder must satisfactorily complete the work program nominated in the application for this licence or for renewal of this licence. Any change to the proposed program must be approved by the Department.

42. Technical Management of Exploration Prospecting operations are to be conducted, or directly supervised, by the Technical Manager nominated in the application for this licence. The nominated technical manager must prepare or supervise and approve all exploration reports. Any change to the Technical Manager must be approved by the Department.

43. Exploration Reports (For Groups 1 to 7 and Group 10 Minerals) The licence holder must lodge reports to the satisfaction of the Department detailing the operations conducted. The reports must comply with Departmental guidelines for preparation of geological reports and be lodged, as specified in this condition, and include all maps, plans and data necessary to satisfactorily interpret and evaluate the reports. Approval by the Department is required if the holder wishes to lodge reports at times other than those specified.


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(a) Annual Reports must be lodged within one calendar month after the expiry of each 12 months of the term of the licence and must contain full particulars of:

(i) all surveys and other operations, including expenditure thereon, carried out by or on behalf of the licence holder during the 12 month period;

(ii) the results and conclusions of such surveys and other operations; and

(iii) the proposed exploration to be conducted during the following 12 month period.

(b) Interim Reports must be lodged within one calendar month after the expiry of the first six months of each annual period. They must therefore be lodged after the first six months, and thereafter at 12 monthly intervals. Each report must contain a brief summary of exploration completed in the six months and the proposed exploration to be conducted in the following six months. The reports should be completed on the “Interim Report on Mineral Exploration” form;

(c) Airborne Geophysical Survey Results must be lodged within 6 calendar months of the completion of any airborne geophysical survey. The results must be in digital form and comply with Departmental Guidelines for the Submission of Digital Exploration Data;

(d) A Final Report must be lodged on the expiry or earlier termination of the licence and must contain:

(i) a summary of all surveys and other operations carried out by or on behalf of the licence holder during the full term of the licence from grant to termination;

(ii) detailed data of all surveys and other operations if these have not been provided in previous Annual Reports; and

(iii) the main results and conclusions of each phase of operations.

(e) Additional Reports on surveys and other operations may be required from time to time and must be lodged as instructed.

45. Confidentiality of Reports(a) All exploration reports lodged in accordance with the conditions of this licence will be kept

confidential while the licence is in force, except in cases where:

(i) the licence holder has agreed that specified reports may be made non-confidential; or

(ii) reports deal with exploration conducted exclusively on areas that have ceased to be part of the licence.

(b) Confidentiality will be continued beyond the termination of a licence where an application for a flow-on title was lodged during the currency of the licence. The confidentiality will last until that flow-on title or any subsequent flow-on title, has terminated.

(c) Continued confidentiality is subject to the licence holder lodging a report that covers all exploration conducted on the areas not covered by the flow-on title. This report will be made public.

(d) The Department may extend the period of confidentiality.

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46. Licence to Use Reports(a) The licence holder grants to the Minister, by way of a non-exclusive licence, the right in copyright to

publish, print, adapt and reproduce all exploration reports lodged in any form and for the full duration of copyright; and

(b) The non-exclusive licence will operate as consent for the purposes of section 365 of the Act.

47. Terms of the Non-Exclusive Licence The terms of the non-exclusive copyright licence granted under Condition 46 (a) are:

(a) the Minister may sub-license others to publish, print, adapt and reproduce but not on-licence reports;

(b) the Minister and any sub-licensee will acknowledge the licence holder’s and any identifiable consultant’s ownership of copyright in any reproduction of the reports, including storage of reports onto an electronic database;

(c) the licence holder does not warrant ownership of all copyright works in any report and, the licence holder will use best endeavours to identify those parts of the report for which the licence holder owns the copyright;

(d) there is no royalty payable by the Minister for the licence; and

(e) if the licence holder has reasonable grounds to believe that the Minister has exercised his rights under the non-exclusive copyright licence in a manner which adversely affects the operations of the licence holder, that licence is revocable on the giving of a period of not less than three months notice.

Part 2

A. Material Contract Summary - Agreement for Sale of Mining Tenements

On 04 April 2008, the Company entered into a Sale of Mining Tenements agreement with Ironbark Gold Limited (IGL) (Sale Agreement) pursuant to which IGL agreed to sell to the Company EL6506, EL6575, EL6793, EL6930 and EL6944 (Tenements) on the following material terms and conditions:

(a) (Condition Precedent): the transfer of the Tenements is conditional upon:

(i) the Company successfully raising up to $3,500,000 and receiving conditional approval from ASX to list on the official list of ASX;

(ii) as at completion, the Tenements being in good standing, full force and effect and free of encumbrances;

(iii) the parties complying with the Corporations Act 2001 (Cth) and the listing rules of ASX; and

(iv) the minister responsible for administering the Mining Act 1992 (NSW), if required, consenting to the transfer of the Tenements;

(b) (Sale and Purchase of Tenements): IGL shall transfer and the Company shall accept the transfer of IGL’s right, title and interest in the Tenements, free from all encumbrances registered on the Tenements;

(c) (Consideration): in consideration for the acquisition of the Tenements the Company will issue 5,000,000 Shares to IGL at a deemed issue price of $0.02 per Share;

(d) (Settlement): settlement of the sale of the Tenements shall take place 2 business days after the date the last of the conditions precedent set out paragraph (a) above is satisfied or waived by the parties;

(e) (Warranties): each party has provided warranties to the other party which are standard in agreements of this nature. IGL has provided further warranties to the Company regarding the Tenements, including that the Tenements are in good standing and that all conditions and obligations in respect of the Tenements have been complied with by IGL;

(f) (Indemnities): each party has indemnified the other party against any loss or claim suffered by the other party in respect of any breach of a warranty given by the indemnifying party, or incurred by the other party as a direct result of the indemnifying party’s possession, occupation or use of the Tenements;


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(g) (Termination): either party may immediately terminate or seek specific performance of the Sale Agreement if the other party breaches any term of the Sale Agreement, and that breach is not remedied within 14 days of receipt of a written notice from the non-breaching party requiring the breaching party to remedy the breach;

(h) (Caveat): either party may lodge a caveat to protect their interest in the Tenements pursuant to the Sale Agreement;

(i) (Assignment): IGL covenants that it will not encumber, assign, charge or otherwise dispose of the Tenement or any of IGL’s rights in respect of the Tenements, except to the Company; and

(j) (Governing Law): the Sale Agreement is governed by the laws of New South Wales.

Part 3STATUS OF NATIVE TITLE CLAIMS

Tribunal Number

Federal Court Number

Application Name Status Rntc Status In Mediation

NC05/2 NSD2620 /05

Ngarigu Dialect Boundary Application Active Not Registered No

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10.1 IntroductionAn investment in the Company is not risk free

and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

10.2 Economic RisksGeneral economic conditions, movements in

interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;

(b) interest rates and inflation rates;

(c) currency fluctuations;

(d) changes in investor sentiment toward particular market sectors;

(e) the demand for, and supply of, capital; and

(f) terrorism or other hostilities.

10.3 Market ConditionsThe market price of the Shares can fall as

well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

10.4 Exploration SuccessThe mineral tenements of the Company as

described in this Prospectus are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The exploration costs of the Company described in the Independent Geologist’s Report are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

10.5 Operating RisksThe operations of the Company may be

affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes, and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Having been incorporated on 30 May 2007, the Company does not have any operating history, although it should be noted that the Company’s directors have between them significant operational experience. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

10.6 Resource EstimatesResource 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.

risk factors�0

Risk Factors

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10.7 Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive

through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

10.8 Environmental RisksThe operations and proposed activities of the

Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

In this regard, the Department of Primary Industries – Mineral Resources in New South Wales from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

10.9 Insurance RisksThe Company intends to insure its operations

in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. 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.

Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

10.10 Competition RiskThe industry in which the Company will be

involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

10.11 Title Risks and Native TitleInterests in tenements in Australia are

governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

If a Tenement is not granted or renewed for any reason, the Company may suffer damage through the loss of the opportunity to develop and discover any resources on that Tenement. However, the Directors are not aware of any reason why the grant of or renewal of any Tenement will not be given.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

10.12 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

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10.13 Reliance on Key ManagementThe responsibility of overseeing the day-to-

day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

10.14 Investment SpeculativeThe above list of risk factors ought not to be

taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

Risk Factors

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11.1 Rights Attaching to Shares The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(i) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(ii) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and

(iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of

persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e) Transfer of Shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

(f) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound

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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.

11.2 Employee Share Option Plan Introduction

The purpose of the Company’s Employee Share Option Plan (Plan) is to encourage participation in the Company by employees of the Company through Share ownership, and to attract, motivate and retain high quality employees.

All full time and part time employees of the Company and its associated bodies corporate are eligible to participate in the Plan (Eligible Participants).

Offer of OptionsThe Directors, at their discretion, may determine a number of options to be offered to an Eligible Participant under the Plan (Plan Options). In determining the number of Plan Options to be offered to Eligible Participants, the Directors will take into account the skills, experience, length of service with the Company and remuneration level of the Eligible Participant. The Directors may also impose conditions which must be satisfied by the Eligible Participant before the Plan Options may be exercised (Exercise Conditions).

An Eligible Employee may nominate an associate to accept the offer of Plan Options.

Plan Options will be issued for no consideration.

Limit on OffersThe Company must not make an offer of Plan Options if the number of Shares to be issued under the Plan upon the exercise of those Plan Options, together with the Shares which have been or may be issued upon the exercise of all Plan Options issued in the preceding 5 years, would exceed 5% of the Company’s total number of Shares then on issue.

Exercise PriceThe Directors may determine the exercise price of the Plan Options in respect of any proposed offer (Exercise Price). However, the Exercise Price in respect of an offer must not be less than any minimum exercise price specified in the ASX Listing Rules.

Exercise of OptionsA participant will be entitled to exercise the Plan Options when all of the Exercise Conditions have been satisfied, at any time up until two years after the date on which the Plan Options were granted (Lapsing Date).

Lapse of OptionsA participant’s Plan Options will lapse immediately if:

(a) the relevant Eligible Participant ceases to be an employee of the Company or an associated body corporate and the Exercise Conditions have not been met;

(b) the Exercise Conditions are unable to be met;

(c) the Lapsing Date has passed; or

(d) the relevant Eligible Participant ceases to be an employee of the Company or an associated body corporate, the Exercise Conditions have been met and the participant does not exercise the Plan Options within 60 days after the Eligible Participant ceased employment.

Issue of SharesWithin 10 business days of the participant delivering to the Company a notice of exercise of the Plan Options together with payment of the Exercise Price, the Company will issue to the participant the number of Shares in respect of which the Plan Options are exercised.

The Shares issued upon the exercise of the Plan Options will be fully paid shares in the capital of the Company and will rank equally with the Shares already on issue at the date of exercise of the Plan Options. The Company will apply to ASX to have the Shares quoted on ASX in accordance with the ASX Listing Rules.

New Issues of SharesHolders of Plan Options will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Plan Option holders the opportunity to exercise their Options prior to the date for determining entitlements.

If the Company makes a pro rata issue of securities to Shareholders, the Exercise Price will be adjusted in accordance with the Listing Rules.

If the Company makes a bonus issue of Shares to Shareholders, the number of Shares issued upon the exercise of each Plan Option will include the number of bonus Shares that would have been issued if the Plan Option had been exercised prior to the record date for the bonus issue.

Additional Information

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Powers of the Board of DirectorsThe Plan is administered by the Directors of the Company, who have the power to:

(a) determine procedures for the administration of the Plan;

(b) amend or waive the terms and conditions of the Plan; and

(c) suspend or terminate the Plan,

provided that the rights or entitlements in respect of any Plan Option granted before the date of any amendment shall not be adversely affected without the prior written consent of the affected Plan Option holders.

11.3 Disclosure of InterestsDirectors are not required under the Company’s

Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in securities as set out in the table below:

Director Shares Options

Andrew Maurice1 0 1,000,000Peter Bennetto2 0 0Jonathan Downes3 0 0David Round4 0 0Ian Bruce 0 0

Note 1: Andrew Maurice will be granted 1,000,000 Options upon the Company being granted conditional approval to be admitted to the Official List. The Options will be exercisable at 30 cents and expire 5 years from the issue date. He also has a relevant interest in 12,500 Ironbark shares.

Note 2: Peter Bennetto is the Chairman of Ironbark Gold Ltd. Together with his associates he has a relevant interest in 2,300,000 Ironbark Shares.

Note 3: Jonathan Downes is the managing director of Ironbark Gold Ltd. Together with his associates he has a relevant interest in 10,700,000 Ironbark Shares and 5,000,000 Ironbark options exercisable at 30 cents (expiring 10/8/2011).

Note 4: David Round is the company secretary of Ironbark Gold Ltd. He holds 2,500,000 options in Ironbark exercisable at 85 cents (expiring 9/6/2012).

The Directors note that each of them intends to subscribe for Shares under the Offer.

11.4 Loan AgreementOn 5 February 2008, the Company entered

into a loan agreement with Ironbark Gold Limited, pursuant to which Ironbark agreed to loan the Company, on an unsecured basis, $89,000. This amount is to be repaid out of the proceeds of the Offer.

Please refer to the notes to Section 11.3 which detail the interests any of the Directors have in Ironbark.

11.5 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 $200,000 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.

11.6 Executive Services AgreementThe Company has entered into an executive

service agreement with Mr Andrew Maurice. Under the terms of this agreement, Mr Maurice will receive a total employment package of $150,000 per annum (plus superannuation) for fulfilling his assigned roles.

In addition to the salary, the Company has agreed to allot and issue 1,000,000 Options to Mr Maurice upon successful completion of the capital raising.

The agreement may be terminated by either party upon 3 months written notice, unless the executive commits an act of serious misconduct in which case the Company may terminate the agreement without notice.

11.7 Deeds of Indemnity, Insurance and Access

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company agrees to indemnify each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting in the capacity as a director of the Company. The Company is also required to maintain insurance policies for the benefit of the Director and must also allow the Directors to inspect Company documents in certain circumstances.

11.8 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 2 years before lodgement of this Prospectus with the ASIC, any interest in:

(i) the formation or promotion of the Company;

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(ii) 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

(iii) the offer of Shares under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

Mack & Co. has acted as auditor and Investigating Accountant and has prepared an Investigating Accountant’s Report which has been included in Section 8 of this Prospectus. The Company estimates it will pay Mack & Co. a total of $8,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mack & Co. has not received any other fees from the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer, has prepared a Solicitor’s Report on Tenements which has been included in Section 9 of this Prospectus and has been involved in due diligence enquiries on legal matters. The Company estimates it will pay Steinepreis Paganin $19,700 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received any other fees for legal services.

Ravensgate has acted as the Independent Geologist and has prepared an Independent Geologist’s Report which has been included in Section 7 of this Prospectus. The Company estimates that it will pay Ravensgate a total of $18,300 for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Ravensgate has not received any other fees from the Company.

11.9 ConsentsEach of the parties referred to in this section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and

(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Mack & Co. has given their written consent to being named as auditor and Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 8 in the form and context in which the report is included. Mack & Co. has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitor to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 9 in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Ravensgate has given its written consent to being 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 in which the report is included. Ravensgate has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Security Transfer Registrars Pty Ltd has given its written consent to being named the Company’s Share Registry in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

11.10 Restricted securitiesASX has indicated that certain existing security

holders may be required to enter into agreements which restrict dealings in securities held by them. These agreements will be entered into in accordance with the Listing Rules.

11.11 Expenses of the OfferThe total expenses of the Offer are estimated to

be approximately $90,000 and are expected to be applied towards the items set out in the table below:

Item of Expenditure Amount ($)

ASIC fees $2,010

ASX fees $21,000

Advisers’ fees $46,000

Printing $15,000

Miscellaneous $5,990

TOTAL $90,000

Additional Information

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11.12 LitigationAs at the date of this Prospectus, the Company

is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

11.13 Electronic ProspectusPursuant to Class Order 00/044, the ASIC has

exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant application forms.

If you have not, please email the Company at [email protected] and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company’s website at www.waratahgold.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 or replacement prospectus or any of those documents were incomplete or altered.

11.14 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.

11.15 ForecastsThe Company is an exploration company with

the intention to become a gold producer in the medium term. Given the speculative nature of exploration, mineral development and production, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts can not be prepared and accordingly have not included forecasts in this Prospectus.

A group of Gulgong miners at their shaft in the 1870s.

www.gulgong.net

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��Director’s Authorisation

glossaryWhere 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 Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors as constituted from time to time.

Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia.

Company or Waratah means Waratah Gold Limited (ABN 47 125 688 940).

Closing Date means the closing date of the Offer as set out in Section 3.3.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Listing Rules means the official listing rules of ASX.

Offer means the offer of Shares pursuant to this Prospectus as outlined in Section 4.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Prospectus means this prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Security Transfers Registrars.

Shareholder means a holder of Shares.

Tenements means tenements set out in Part I of the Solicitor’s Report on Tenements in Section 9 of this Prospectus.

WST means Western Standard Time, Perth, Western Australia.

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Andrew Maurice For and on behalf of Waratah Gold Limited

�2 directors’ authorisation

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+ APPLICATION FORM +Broker Stamp/Advisor Code

WARATAH GOLD LIMITED ABN 47 125 688 940

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.

Share Registry Use Only

Before Completing this Application Form, you should read the Prospectus dated 27 May 2008 and the instructions overleaf. No Shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM.

I/We apply for:

Shares at $0.20 per Share = AUD$

in WARATAH GOLD LIMITED or such lesser number of Shares which may be allocated to me/us by the Directors.

I/We lodge full application of monies of:

AUD $ For the above Shares.

Full Name (please print using BLOCK LETTERS)

B L O C K L E T T E R S

Joint Applicant #2 or <designated account>

Joint Applicant #3 or <designated account>

Postal Address (please print using BLOCK LETTERS)

Suburb/Town/City State Postcode

Contact Name Contact Number – Business Hours

CHESS HIN (where applicable) Tax File Number, ABN or Exemption

TFN of Applicant #2 TFN of Applicant #3

Cheque DetailsDrawer Cheque Number BSB Amount

AUD$

AUD$

Declaration and Statements:By lodging this Application Form:I/We declare that all details and statements made by me/us are complete and accurate;I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company;I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus;I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Shares to me/us; andI/We have received personally a copy of the Prospectus accompanied by or attached to this Application Form or a copy of the Application Form or a direct derivative of the Application Form before applying for Shares.

I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in WARATAH GOLD LIMITED and that no notice of acceptance of the application will be provided.

IPO: 400

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To meet the requirements of the Corporations Act, this form must not be handed to any person unless it is attached to or accompanied by the Prospectus dated 27 May 2008 and any relevant supplementary prospectus.

(See application instructions) This Application Form relates to the Offer of Ordinary Shares in WARATAH GOLD LIMITED pursuant to the Prospectus dated 27 May 2008.

Application FormsPlease complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable

name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company’s decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.

PaymentApplications for Shares must be accompanied by the application money of $0.20 per Share (in Australian

currency). Cheques should be made payable to WARATAH GOLD LIMITED – SHARE OFFER ACCOUNT and crossed “Not Negotiable”.

Do not forward cash as receipts will not be issued.

Lodging of ApplicationsCompleted Application Forms and cheques must be:

Posted to: OR Delivered to: WARATAH GOLD LIMITED WARATAH GOLD LIMITED C/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153Applications must be received by no later than 5pm (WST) on the Closing Date, 22 July 2008.

Broker Sponsored ApplicantsThe Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables

a holder to receive a statement of holding rather than a certificate. If you are already a Broker Sponsored participant in this system, you may complete this section or forward a signed Application Form to your sponsoring broker for completion prior to lodgement. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.F

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Tax File NumbersThe collection of tax file number (“TFN”) information is authorised and the tax laws and the Privacy Act

strictly regulate its use and disclosure. Please note that it is not against the law not to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfranked dividend distribution at the maximum tax rate.

If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from the Australian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contact your taxation adviser or any Taxation Office.

Correct Form of Registrable TitleNote that only legal entities are allowed to hold securities. Applications must be in the name(s) of a

natural person(s), companies or other legal entities acceptable to Waratah Gold Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTOR CORRECT FORM OF REGISTRATION

INCORRECT FORM OF REGISTRATION

Individual Use given names in full, not initials Mr John Alfred Smith J A Smith

Company Use the company’s full title, not abbreviations ABC Pty Ltd ABC P/L or ABC Co

Joint holdings Use full and complete names

Mr Peter Robert Williams &

Ms Louise Susan Williams

Peter Robert &

Louise S Williams

Trusts Use trustee(s) personal name(s), Do not use the name of the trust

Mrs Susan Jane Smith

<Sue Smith Family A/C>Sue Smith Family Trust

Deceased Estates Use the executor(s) personal name(s)

Ms Jane Mary Smith & Mr Frank William Smith <Estate

John Smith A/C>

Estate of Late John Smith, or

John Smith Deceased

Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation

Mr John Alfred Smith

<Peter Smith A/C>Master Peter Smith

Partnerships Use the partners’ personal names. Do not use the name of the partnership

Mr John Robert Smith & Mr Michael John Smith <John

Smith and Son A/C>John Smith and Son

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Waratah Gold Limited

Level 1, 350 Hay Street, Subiaco, Perth, W.A. 6008

PO Box 935 West Perth W.A. 6872

Tel: +61 8 6365 4532 Fax: +61 8 6210 1872

Email: [email protected]

www.waratahgold.com.au

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prospectus · 2008-06-05 · prospectus was lodged with the asic (expiry date). no securities may...

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