ACROW LIMITED — Capital/Financing Update 2008

May 20, 2008

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prospeCtus

A prospectus for the issue of 10,000,000 fully paid ordinary Noble shares at an issue price of 20 cents each to raise $2,000,000.

Oversubscriptions of up to a further 5,000,000 fully paid ordinary Noble shares at an issue price of 20 cents each to raise up to a further $1,000,000 may be accepted.

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ACN 124 893 465

Important notIce

Applicants should read the entire Prospectus for the purposes of making an informed assessment of the assets and liabilities, financial position and prospects of the Company and the rights and liabilities attaching to the Shares offered pursuant to this Prospectus. If you do not understand this Prospectus you should consult your accountant, stockbroker or other financial advisor about its contents. The Shares offered under this Prospectus should be considered speculative and be read in conjunction with the risk factors outlined in Section 9.0 of this Prospectus.

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A AFriCA
AustrAliA
B
A
GhAnA
Prestea Gold Mine Tarkwa Wester n AustrAliA
tumentu
Cape Coast
Sekondi
CApe three points
Moo ra Bindi Bindi
New Norcia
Calingiri
Perth B
GhAnAiAn projeCts
Ashanti Gold Belt
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• ~~+ The Cape Three Points concession covers an area of 79~~ km[2] and includes ~~fve main project areas.~~

• ~~+ The Satin Mine Project in the Cape Three Points co~~ ncession encompasses an area of historic underground gold production and offers the opportunity to define additional high-grade gold mineralisation relating to the downplunge extension to these zones.

• • The Morrison Project, also located within the Cape Three Points concession, represents an area of known mineralisation where recent three dimensional geological modelling of drilling by previous explorers has clearly defined two trends. The drilling to date has not effectively tested the strike continuity of either the northern or southern mineralised zones and there remains significant potential to increase the strike, width and down-dip continuity.
• • The Tumentu concession covering approximately 8.7km[2] is located along strike between the Prestea gold mine and the Salman-Anwia gold resource currently being explored by Adamus Resources.

Extracts from SRK Independent Technical Assessment Report – Section 5 of the Prospectus

InvesTmenT hIghlIghTs

noble

• is a gold exploration company;

• is managed by a board with a blend of technical and corporate experience and a highly experienced team, including Mr Wayne Norris, Mr Alan Taylor and Mr Amit Eliyahu; and

• has exploration drilling contracts in place to commence immediate exploration over its extensive ground position in Ghana.

noble’s ghanaIan projecTs

• are located in one of the major gold producing regions in the world: the Ashanti Gold Belt;

• include an area of historic underground gold production and hold the potential to define additional high-grade gold mineralisation;

• have undergone initial diamond drill testing which indicates the potential for high gold grades; and

• cover large exploration ground with neighbouring successful mining operations in Ghana.

noble’s aIm and sTraTegy Is To

• explore and develop new mineral deposits to significantly enhance the value of its current projects;

• conduct immediate exploration and evaluation work in a cost effective manner; and

• consolidate its concession and tenement holdings in the project areas it operates in.

The Team Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Principal Geologist

Mr Wayne Norris Dr Heino Hofferberth Mr Giap Ch’ng Ooi Mr Alan Taylor Mr Amit Eliyahu

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InvesTmenT rIsks

Prospective investors in the Company should be aware that subscribing for Shares involves a number of risks. A significant risk as an exploration company is that there can be no assurance that the Company’s exploration activities will result in the discovery of mineral resources and if a resource is identified, there is no guarantee that it will be economically viable.

The key industry-related and specific risk factors of which investors should be aware are listed below and all key risks factors are described more fully in Section 9 of this Prospectus. Investors are urged to consider these risks carefully and, if appropriate, consult their advisors before deciding whether to invest in the Company.

The key industry-related areas of risk include:

• exploration and development;

• operations;

• title;

• commodity price volatility;

• indigenous title and access;

• environment;

• resource estimates; and

• uninsured loss and liability.

The key specific areas of risk include:

• the Company’s limited history;

• key personnel; and

• regulatory requirements.

These “Investment Highlights” and “Investment Risks” are not intended to provide full information for investors looking to apply for Shares offered by this Prospectus. This Prospectus should be read and considered in its entirety.

corporaTe dIrecTory

Table of conTenTs

PAGE

DIRECTORS & SECRETARY

Managing Director Mr Wayne David Norris

Non-Executive Director Dr Heino Hofferberth

Non-Executive Director Mr Giap Ch’ng Ooi

Non-Executive Director Mr Alan Peter Taylor

Company Secretary Mr Anthony Ho

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Suite 5, 100 Mill Point Road SOUTH PERTH WA 6151

Telephone: (61 8) 9474 6771 Facsimile: (61 8) 6389 3666 Email: info@nobleminres.com.au

03 CORPORATE DIRECTORY 03 TABLE OF CONTENTS 04 IMPORTANT INFORMATION

05 MANAGING DIRECTOR’S LETTER

06 1. INVESTMENT SUMMARY

08 2. DETAILS OF THE OFFER

11 3. COMPANY AND PROJECT OVERVIEW

13 4. DIRECTORS AND COMPANY SECRETARY

14 5. INDEPENDENT TECHNICAL ASSESSMENT REPORT

56 6. INVESTIGATING ACCOUNTANT’S REPORT

66 7. TENEMENT SUMMARY

• 72 8. CORPORATE GOVERNANCE

73 9. RISK FACTORS

76 10. ADDITIONAL INFORMATION

INvESTIGATING ACCOUNTANT

Stantons International Securities Pty Ltd Level 1, 1 Havelock Street WEST PERTH WA 6005

86 11. DIRECTORS’ STATEMENT

87 12. GLOSSARY

89 13. APPLICATION FORMS

AUDITOR

Stantons International Level 1, 1 Havelock Street WEST PERTH WA 6005

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000 Telephone: (61 8) 9323 2000 Facsimile: (61 8) 9323 2033

INDEPENDENT TECHNICAL EXPERT

SRK Consulting Level 28, 303 Collins Street MELBOURNE VIC 3000

SOLICITORS

Steinepreis Paganin Level 4, 16 Milligan Street PERTH WA 6000

WEBSITE

www.nobleminres.com.au

PROPOSED ASX CODE: NMG

noble mIneral resources lImITed PROSPECTUS

ImporTanT InformaTIon

This Prospectus is dated 16 May 2008. A copy of this Prospectus was lodged with the ASIC on 16 May 2008. Neither the ASIC and its officers nor the ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be issued on the basis of this Prospectus later than 5:00pm on that date which is 13 months after the date of this Prospectus. Application will be made within 7 days after the date of this Prospectus for Official Quotation of the Shares offered by 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 law. 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. 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.

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 an offer.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for Shares. There are risks associated with an investment in Noble and the Shares offered under this Prospectus must be regarded as a speculative investment. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or future value.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 12 of this Prospectus.

This Prospectus will be issued as an Electronic Prospectus and may be accessed on the internet at www.nobleminres. com.au . The Offer pursuant to an Electronic Prospectus is only available to Australian residents receiving an electronic version of this Prospectus within Australia. The Corporations Act prohibits any person from passing the Application Form to another person unless it is attached to or accompanies the complete and unaltered version of this Prospectus.

During the Offer period, any person may obtain a hard copy of this Prospectus by contacting the Company by email: info@nobleminres.com.au or telephone: [61 8] 9474 6771 and Noble will provide free, either a hard copy or a further electronic copy of this Prospectus or both.

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of 7 days from the date of lodgement with the ASIC. This period may be extended by the ASIC for a further period of up to 7 days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, Applications received during the Exposure Period will be dealt with in accordance with Section 724 of the Corporations Act. Applications received prior to the expiry of the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on Applications received during the Exposure Period and all Applications received during the Exposure Period will be treated as if they were simultaneously received on the Opening Date.

Unless otherwise stated, items shown in this Prospectus are assets of Noble.

PROSPECTUS noble mIneral resources lImITed

managIng dIrecTor’s leTTer

16 May 2008

Dear Investor

Noble Mineral Resources Limited (“Noble”) has assembled a portfolio of exploration projects focussing on gold producing regions of Ghana, West Africa and Western Australia. Noble’s primary gold concessions are located in one of the world’s richest gold belts, the Ashanti Gold Belt in Ghana. Ghana is the second largest gold producer in the African continent and is the tenth largest gold producing nation in the world.

Noble’s Ghanaian assets cover almost 88km[2] . The Company intends to apply the latest conceptual geological models and exploration strategies and methods to this relatively under explored, highly gold prospective region. Noble also has interests in Western Australian tenement applications covering 381km[2] within the Jimperding Igneous Complex in the South West Mineral Field. These areas have the potential for Ni-Cu-PGE mineralisation.

Comprehensive technical information on the Company’s projects together with details on Noble’s proposed exploration programme, is set out in the Independent Technical Assessment Report in Section 5 of this Prospectus.

The Board and management bring a blend of technical and commercial expertise to Noble, with specific substantial experience in gold exploration and mine development in both Australia and Africa.

The Company is very pleased to have secured a cornerstone investor and financier in Global Gold Holdings (ASX Code: GGH), a company listed on ASX with a gold trading business. Global Gold Holdings has invested $1.5 million in seed capital in Noble and will subscribe for a further $1.0 million under the Offer. Global Gold Holdings will also provide a $2.0 million secured loan to Noble to add to the funding of Noble’s exploration programme. Further information on Global Gold Holdings’ share subscription and loan agreements with the Company is set out in Section 10.1 of this Prospectus. We record our sincere appreciation to Global Gold Holdings for its support, which has been a key factor in the development of the Company’s plans and activities.

The Company is focussed on achieving success from its current tenement portfolio. However, it will also actively seek out new opportunities for growth by acquisition or joint venture of other projects should opportunities arise. Further details on the Offer and Noble’s projects and plans, as well as the risks of investing in the Company, are set out in this Prospectus. I encourage you to consider this Prospectus thoroughly and in its entirety.

The Directors believe that the quality of the exploration projects assembled by Noble and the Company’s focussed exploration programme have the potential to generate significant value to investors. My fellow Directors therefore join me in inviting you to consider this investment opportunity and look forward to welcoming you as a Shareholder.

Yours faithfully

Wayne Norris Managing Director

noble mIneral resources lImITed PROSPECTUS

INVESTMENT SUMMARY

1. InvesTmenT summary

This Section is not intended to provide full information for 1.5 uTIlIsaTIon of funds investors considering an investment in the Company. This Prospectus should be read and considered in its entirety.

The purpose of the Offer is to raise funds to finance the planned exploration activities on the Company’s projects and to meet the costs associated with the Offer and provide working capital. The funds raised under the Offer will be applied as follows:

1.1 InTroducTIon

Noble was incorporated on 13 April 2007.

The Company plans to conduct major exploration programmes for gold over its extensive ground position in Ghana and over its Western Australian project in the Bindi Bindi region. Comprehensive technical information on the Company’s projects and the proposed exploration programmes are set out in the Independent Technical Assessment Report in Section 5 of this Prospectus.

• to explore and evaluate the Company’s projects in accordance with the work programmes as detailed in the Independent Technical Assessment Report in Section 5 of this Prospectus;

• to meet the costs of the Offer and general operating and administrative costs;

• to identify and evaluate new mineral resource projects; and

An investment in Shares the subject of this Prospectus is speculative as the Company’s business is in mineral exploration.

• to provide working capital.

Details of the breakdown of the proposed use of funds are as follows:

1.2 The offer

	Minimum subscription $	Maximum subscription $
Funds raised pursuant to this Prospectus Seed capital raised from Global Gold Holdings prior to date of this Prospectus (refer Sections 2.4 & 10.1) Additional seed capital raised prior to date of this Prospectus Funding from Global Gold Holdings’ secured loan (refer Section 2.4 & 10.1) Total funds available: Proposed expenditure: Project expenditure Expenses of the Offer Total proposed expenditure Amount available as working capital	2,000,0001 1,500,000	3,000,0002 1,500,000
	300,000 2,000,000	300,000 2,000,000
	5,800,000	6,800,000
	3,553,000 370,000	3,553,000 370,000
	3,923,000	3,923,000
	1,877,000	2,877,000

The Offer comprises 10,000,000 Shares at an issue price of 20 cents per Share to raise $2,000,000. Oversubscriptions of up to a further 5,000,000 Shares at an issue price of 20 cents per Share to raise up to a further $1,000,000 may be accepted.

1.3 cornersTone InvesTor

Global Gold Holdings has agreed to become a cornerstone investor in the Company. Further details of Global Gold Holdings’ investment are provided in Sections 2.4 and 10.1 of this Prospectus.

1.4 IndIcaTIve TImeTable

Date of Prospectus:	16 May 2008
Opening Date:	26 May 2008
Closing Date:	16 June 2008
Dispatch of Holding Statements:	20 June 2008
Quotation of Shares on ASX expected:	23 June 2008

The above dates are indicative only and may change without notice (for example, if the Exposure Period is extended). The Company reserves the right to extend the Closing Date or close the Offer early without notice, subject to the requirements of the Corporations Act. The above are anticipated dates only. The date the Shares are expected to be issued and/or commence trading on the Official List may vary with any change to the Closing Date. Applicants are encouraged to apply as soon as possible after the Opening Date.

Notes:

• 1 Assumes the Offer is fully subscribed.

• 2 Assumes the Offer is fully oversubscribed.

PROSPECTUS noble mIneral resources lImITed

INVESTMENT SUMMARY

Any Oversubscriptions accepted (refer Section 2.2 of this Prospectus) will be applied towards funding of investments in new opportunities for growth by acquisition or joint venture of other projects and additional unallocated working capital.

The above table is a statement of current intentions as at the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

The project expenditure will be allocated to the projects as follows:

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Project Expenditure Year 1 $ Year 2 $ Total $
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Cape Three Points (Ghana)	1,050,000	1,280,000	2, 330,000
Tumentu (Ghana)	390,000	585,000	975,000
Bindi Bindi (Western Australia)	23,000	225,000	248,000
TOTAL	1,463,000	2,090,000	3,553,000

• The exploration budgets have been proposed on the basis that all concessions and tenements have been or will be granted and are lawfully accessible for exploration within the two-year exploration programme.

1.6 WorkIng capITal adequacy

The Directors are of the opinion that on completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives.

1.8 capITal sTrucTure

The Company’s pro-forma capital structure on completion of the Offer is set out below:

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SHARES Number %
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Shares currently
on issue1	125,250,000	90.6%
Vendor Shares to
be issued:2	3,000,000	2.2%
Shares now offered
for subscription3	10,000,000	7.2%
TOTAL SHARES ON
ISSUE AT COMPLETION
OF THE OFFER	138,250,000	100.0%
Shares offered for
oversubscriptions	5,000,000	-
TOTAL SHARES ON
ISSUE INCLUDING
OvERSUBSCRIPTIONS4	143,250,000	-

Notes:

• 1 Certain of the Shares currently on issue may be subject to ASX escrow provisions restricting their transferability as set out in Section 2.9 of this Prospectus.

• ² 3,000,000 Shares are to be granted pursuant to the Cape Three Points Heads of Agreement (refer Section 10.1 of this Prospectus).

• ³ The rights attaching to the Shares are summarised in Section 10.7 of this Prospectus.

• 4 Assumes that the Offer is fully subscribed and that all Oversubscriptions are received. Further details of the Company’s capital structure are set out in the Investigating Accountant’s Report in Section 6 of this Prospectus.

1.7 effecT of The offer

The principal effect of the Offer will be to:

• (a) increase net working capital by approximately $1,630,000 (minimum subscription) or $2,630,000 (with Oversubscriptions) after deducting the expenses of the Offer; and

• (b) increase the number of Shares on issue from 125,250,000 Shares as at the date of this Prospectus to 138,250,000 Shares (minimum subscription) and to 143,250,000 Shares (if the full amount of Oversubscriptions is accepted), including Vendor Shares.

noble mIneral resources lImITed PROSPECTUS

DETAILS OF THE OFFER

2. deTaIls of The offer

2.1 shares offered for subscrIpTIon

This Prospectus invites investors to apply for a total of 10,000,000 Shares at an issue price of 20 cents per Share to raise $2,000,000.

The Offer is open to all public investors. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. All Shares issued pursuant to this Prospectus will be issued as fully paid and will rank equally in all respects with the Shares already on issue.

2.2 oversubscrIpTIons

Oversubscriptions of up to 5,000,000 Shares at an issue price of 20 cents per Share to raise up to a further $1,000,000 may be accepted at the Company’s discretion. The maximum amount that may be raised under this Prospectus is therefore $3,000,000.

It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

Pending issue of the Shares or return of the Application monies, the Application monies will be held in trust for the Applicants. The Company will retain any interest earned on the Application monies, irrespective of whether the allotment of Shares takes place.

The Company has the right to allocate Shares under the Offer. The Company may reject any Application or allocate fewer Shares than applied for under the Offer.

If an Application is not accepted, or is accepted in part only, the relevant part of the Application monies will be refunded within seven (7) days of the allotment date.

No brokerage or commission is payable by Applicants in respect of Shares issued pursuant to this Prospectus.

2.3 mInImum subscrIpTIon

2.6 no underWrITIng

The minimum subscription for the Offer is 10,000,000 Shares at an issue price of 20 cents per Share to raise $2,000,000 before the expenses of the Offer. No Shares will be issued pursuant to this Prospectus until the minimum subscription is reached. Should the minimum subscription not be reached within four (4) months after the date of this Prospectus, all Applications will be dealt with in accordance with the Corporations Act.

2.4 cornersTone InvesTor

Global Gold Holdings has agreed to become a cornerstone investor in the Company. Global Gold Holdings has invested $1,500,000 in seed capital in the Company pursuant to a Share subscription agreement and will subscribe for a further 5,000,000 Shares under the Offer to invest an additional $1,000,000 in Noble. Upon completion of the Offer, Global Gold Holdings will hold 25.3% (without Oversubscriptions) or 24.4% (with Oversubscriptions) of the Company’s Share capital.

In addition, Global Gold Holdings has agreed to advance $2,000,000 as a secured loan to Noble to provide working capital.

The terms and conditions of the Share subscription and loan agreements noted above are summarised in Section 10.1 of this Prospectus.

2.5 alloTmenT and allocaTIon of shares

Subject to ASX granting conditional approval for the Company to be admitted to the Official List, the allotment of Shares to Applicants will occur as soon as possible after the Closing Date, following which statements of shareholdings will be dispatched.

The Offer is not underwritten.

2.7 non-resIdenT InvesTors

This Prospectus does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue this Prospectus or make the Offer. Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an Application to take up Shares on the basis of this Prospectus. It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application.

No action has been taken to register or qualify the Shares or the Offer or otherwise to permit an offering of the Shares in any jurisdiction outside Australia. 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.

The Offer pursuant to an Electronic Prospectus is only available to Australian residents receiving an electronic version of this Prospectus within Australia.

2.8 asX lIsTIng

Within 7 days from the date of this Prospectus, application will be made for the Company to be admitted to the Official List and for Official Quotation of the Shares offered by this Prospectus.

If approval for quotation is not granted within 3 months after the date of this Prospectus, or such longer period

PROSPECTUS noble mIneral resources lImITed

DETAILS OF THE OFFER

permitted by the Corporations Act, the Company will not allot or issue any Shares, and will repay all Application monies without interest and within the time prescribed by the Corporations Act.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant quotation of the Shares is not to be taken in any way as an indication of the merits of the Company or the Offer.

2.9 escroW provIsIons

Subject to the Company being admitted to the Official List, Securities issued to promoters, vendors, seed capital investors and others prior to the Offer are likely to be subject to the restricted securities provisions of the Listing Rules. Accordingly, a proportion of such Securities, to be determined by ASX, are likely to be required to be held in escrow for a period of time, as determined by ASX.

2.10 chess

Noble proposes to participate in CHESS. CHESS is operated by ASTC a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules. On admission to CHESS, the Company will operate an electronic issuer-sponsored sub register and an electronic sub register. The two sub registers together will make up the Company’s principal register of Securities.

Under this system, the Company will not issue certificates to investors. Instead, Shareholders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send them a CHESS statement.

The CHESS statement will set out the number of Shares allotted to each holder under this Prospectus and give details of their Holder Identification Number, in the case of a holding on the CHESS sub-register.

In the case of an Issuer Sponsored Sub-register, the statement will contain the number of Shares allotted under this Prospectus and the Shareholder’s Security Holder Reference Number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to holders at the end of any calendar month during which the balance of their holding changes. A holder may request a statement at any other time; however a charge may be incurred for additional statements.

2.11 openIng and closIng daTes

The Offer will open on 26 May 2008, or such later date as may be prescribed by ASIC, and will remain open until 5.00pm WST on 16 June 2008 subject to the right of Noble to either close the Offer at an earlier time and date or to extend the Closing Date without prior notice.

Applicants are encouraged to submit their Applications as early as possible.

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

2.12 non-renounceable enTITlemenTs Issue of opTIons To shareholders

All Shareholders registered on the date approximately 3 months after the Shares commence trading on ASX (the final date to be confirmed by announcement to ASX) will be entitled to participate in a non-renounceable entitlement issue of Options on the basis of 1 Option for every four (4) Shares held. The Options will be issued at a price of ½ cent per Option with an exercise price of 20 cents per Option and an expiry date of 31 October 2012. The terms and conditions of the Options are summarised in Section 10.8 of this Prospectus.

Relevant documents and notices for the non-renounceable entitlements issue of Options will be issued when the Options are offered. Anyone who wishes to acquire the Options will need to complete the application form that will be in or will accompany those documents and notices.

2.13 hoW To apply

Applications for Shares under the Offer can only be made on the Application Form issued with and attached to this Prospectus in Section 13.

The Application Form must be completed in accordance with the instructions set out on the back of the Application Form.

The completed Application Form and accompanying cheque(s) should be posted or delivered at any time after the issue of this Prospectus, to:

Noble Mineral Resources Limited

c/- Computershare Investor Services Pty Limited GPO Box D182, PERTH WA 6840

OR

Noble Mineral Resources Limited

c/- Computershare Investor Services Pty Limited

Level 2, Reserve Bank Building 45 St Georges Terrace, PERTH WA 6000

Cheques must be made payable to “Noble Mineral Resources IPO Account” and crossed “Not Negotiable”. No brokerage or stamp duty is payable by Applicants. 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.

Applications must be for a minimum of 10,000 Shares at 20 cents per Share. Applications for more than 10,000 Shares must be in multiples of 1,000.

noble mIneral resources lImITed PROSPECTUS

DETAILS OF THE OFFER

2. deTaIls of The offer (cont)

2.14 commIssIons on applIcaTIon forms

The Company reserves the right to pay a commission of 5% (inclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid Applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

2.15 enquIrIes In relaTIon To The offer

This Prospectus provides information for potential investors in Noble, and should be read in its entirety. If after reading this Prospectus, you have any questions about any aspect of an investment in Noble, please contact your stockbroker, accountant or independent financial adviser.

2.16 prIvacy dIsclosure sTaTemenT

The Company collects information about Applicants from the Application Forms for the purposes of processing the Application and, if the Applications are successful, to administer the Applicants’ Security holding in the Company. 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.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party service providers (including mailing houses), the ASX, ASIC and other regulatory authorities.

If an Applicant becomes a Security holder, the Corporations Act requires the Company to include information about the Security holder (name, address and details of the Securities held) in its public register. This information must remain in the register even if that person ceases to be a Security holder. Information contained in the Company’s registers is also used to facilitate distribution payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its Security holders) and compliance by the Company with legal and regulatory requirements.

Applicants can access, correct and update the personal information that the Company holds about them. If an Applicant wishes to do so, it may contact the Share Registry at the relevant contact number set out in the corporate directory in this Prospectus.

If Applicants do not provide the information required on the Application Form, the Company may not be able to accept or process the Application.

PROSPECTUS noble mIneral resources lImITed

COMPANY AND PROJECT OVERVIEW

3. company and projecT overvIeW

3.1 background

The Company was incorporated on 13 April 2007 for the purpose of securing gold exploration projects in Ghana and Australia believed to have the potential to host economic mineralisation.

Noble has brought together an experienced management team having the technical expertise capable of identifying and developing mineral prospects.

The Board’s primary objective is the advancement of Shareholders’ interests and asset values through a well defined exploration programme in areas that can be readily assessed for their mineral potential.

The Board aims to achieve these goals through:

• implementation of active and systematic exploration of its existing projects and tenement applications as and when they are granted;

• consolidation of its current concession and tenement holdings in the various project areas; and

• recognition and acquisition of additional projects at the most favourable entry cost.

3.2 projecTs summary

Noble’s projects are located in the Republic of Ghana, Africa and in Western Australia. The assets in Ghana cover almost 88km[2] of highly gold prospective terrane where Noble intends to apply the latest conceptual geological models and exploration strategies to areas previously under-explored. In Western Australia, Noble’s tenement applications extend over 381km[2] of the Jimperding Igneous Complex with potential for nickel-copper-platinum group elements (Ni-CuPGE) mineralisation.

The technical details of Noble’s projects are described in the Independent Technical Assessment Report in Section 5 of this Prospectus.

Concession/ Licence Name	Concession/ Licence Reference	Area (km2)
Cape Three Points	PL 2/33	79.0
Tumentu	PL 2/316	8.7
Bindi Bindi East	E70/3295	194.7
Bindi Bindi West	E70/3278	186.3
TOTAL		468.7

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ghana
Wassa
Cape Coast
Sekondi
Cape Three Points
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Cape Three Points Concession (Ghana)

Noble’s immediate focus will be to evaluate the Cape Three Points concession within the southern extension of the Ashanti Gold Belt. The Satin Mine Project within this concession includes an area of historic underground gold production and holds the potential for Noble to define additional high-grade gold mineralisation relating to the down-plunge extension to these zones. Noble’s initial diamond drill testing indicates the potential for high gold grades and improved structural understanding of the controls on the mineralised zones will assist in future drill targeting.

The Morrison Project, also located within the Cape Three Points concession, represents an area of known mineralisation where recent three dimensional geological modelling of drilling by previous explorers has clearly defined two trends. The drilling to date has not effectively tested the strike continuity of either the northern or southern mineralised zones and there remains significant potential to increase the strike, width and down-dip continuity.

As well as these more advanced exploration opportunities, the Cape Three Points concession hosts three other project areas for immediate follow-up and five lower-priority prospect areas that Noble has earmarked for ongoing exploration. Concurrent lease-wide studies will place areas of known mineralisation in a more regional context, utilising high-resolution geophysical data and combined geological / structural investigations.

noble mIneral resources lImITed PROSPECTUS

COMPANY AND PROJECT OVERVIEW

3. company and projecT overvIeW (cont)

3.2 projecTs summary (cont)

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ghana
Prestea Gold Mine
Tarkwa
Wassa
Tumentu
Sekondi
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Tumentu Concession (Ghana)

The Tumentu concession is located along strike between the Prestea gold mine and the Salman-Anwia gold resource currently being explored by Adamus Resources Limited. Artisanal mining, soil sampling, mapping and trench sampling, geological mapping and magnetic surveys have been undertaken and indicate anomalous gold levels within the concession but to date no drilling has been completed. Noble plans a programme of drilling and trenching to evaluate the potential for gold mineralisation in the concession.

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WesTern ausTralIa
Moora
Bindi Bindi
New Norcia
Calingiri
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3.3 proposed budgeT summary

The Company proposes to adopt the following budget in relation to its planned exploration programmes. The proposed expenditure will be refined to suit the results of the programmes as they proceed. Given the inherent uncertainties associated with exploration, programmes and budgets are subject to change and are dependent on the results of exploration activities.

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Project Areas Year 1 $ Year 2 $ Total $
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Cape Three Points (Ghana)	1,050,000	1,280,000	2, 330,000
Tumentu (Ghana)	390,000	585,000	975,000
Bindi Bindi (Western Australia)	23,000	225,000	248,000
TOTAL	1,463,000	2,090,000	3,553,000

Further details of the proposed exploration programme in respect of each of these projects are set out in the Independent Technical Assessment Report contained in Section 5 of this Prospectus.

Bindi Bindi Licence Applications (Western Australia)

Noble’s Western Australian assets comprise the Bindi Bindi exploration licence applications. Historic exploration in the Bindi Bindi region dates to the 1960s and identified primary concentrations of Ni-Cu sulphide mineralisation and PGEs within the Jimperding Igneous Complex. These tenements are at an early stage of exploration and regional data compilation is continuing with the aim of identifying exploration targets for investigation once the licences are granted.

PROSPECTUS noble mIneral resources lImITed

DIRECTORS AND COMPANY SECRETARY

4. dIrecTors and company secreTary

4.1 dIrecTors

Mr Wayne David Norris Managing Director

Mr Norris has over 25 years’ experience in the field of metallurgical processing and commissioning. His career spans from process operating to senior management of the successful Sally Malay 750,000 TPA nickel sulphide recovery plant. More recently, Mr Norris was a member of the senior management team of the OM (Manganese) Limited Bootu Creek manganese project in the Northern Territory.

Mr Norris has been involved at senior management levels in the commissioning of five processing facilities in Australia, being the Haveluck Gold Mine in Meekatharra WA, the Ranger Uranium Mines project at Jabiru in the Northern Territory, the Mt Todd Gold Mines Stage 1 and 2 in the Northern Territory, the Sally Malay project for Kimberley Nickel Mines in Western Australia and the OMH OM (Manganese) Limited Manganese project in the Northern Territory. His extensive metallurgical knowledge has included the training of nationals in Ghana at the Damang mine site for two years for Goldfields Ghana Ltd.

Dr Heino Hofferberth

Non-Executive Director

Dr Hofferberth has been involved in banking and treasury activities for almost 30 years, both in Australia and overseas. He has extensive experience in precious metals dealings, risk management and treasury operations in senior positions with mining companies and banks during the past 25 years.

In 1983 Dr Hofferberth joined a major investment and resource group in Perth to help establish its gold and currency marketing and hedging programme. From 1987, he became Chief Dealer, Bullion, with Gold Corporation, the parent company of the Perth Mint, involving the establishment of a treasury dealing room to support the introduction of the Australian Gold Nugget programme.

Through the acquisition of Gold Corporation’s banking/ trading business by the R&I Bank, he held the position of Senior Manager, Bullion, and by 1989 he had been appointed to the position of Assistant General Manager, Bullion, of R&I Gold Bank. In 1990, R&I Gold Bank merged its operations with the relevant departments of the R&I Bank, later BankWest Limited, where he was Senior Manager Bullion, Financial Markets, until 1997. Since then, Dr Hofferberth has held the position of General Manager, Gold Trading Activities, with a private mining company in Perth that formerly held gold mining interests in Africa. Dr Hofferberth has a Ph.D. in economics from the University of Innsbruck, Austria. Dr Hofferberth is a non-executive director of Global Gold Holdings.

Mr Giap Ch’ng Ooi Non-Executive Director

Mr Ooi is currently a partner in the firm of Messrs Abdullah, Ooi & Chan; a law firm in Kuala Lumpur founded by him in 1988. He has significant experience in the legal field, having

worked for over 20 years as a solicitor mainly in the area of commercial and company litigation, property conveyance, banking and corporate services for financial institutions and listed companies.

Mr Ooi is currently a non-executive director of Meda Inc Berhad, CME Group Berhad and Infortech Alliance Berhad; companies which are listed on Bursa Malaysia. Mr Ooi is an executive director of Global Gold Holdings.

Mr Ooi graduated from the Australian National University with a Bachelor of Economics in 1983 and Bachelor of Laws in 1985. He was admitted to the Roll of Barristers and Solicitors of the Supreme Court of the Australian Capital Territory in 1985 and called to the High Court of Malaya as an advocate and solicitor in 1987.

Mr Alan Peter Taylor

Non-Executive Director

Mr Taylor completed a Bachelor of Business from Curtin University in 1984 and is a Chartered Accountant with over 22 years’ experience in providing taxation and accounting advice to the corporate and business sector. He worked for the Australian Taxation Office for eight years. Mr Taylor holds a Graduate Diploma in Finance and Investment from the Securities Institute of Australia. He is currently the principal of a public practice specialising in tax and corporate services. Prior to commencing public practice, Mr Taylor was a senior manager with KPMG and the taxation principal of a West Perth accounting practice.

4.2 company secreTary

Mr Anthony Ho

Mr Ho graduated in 1980 with a Bachelor of Commerce from the University of Western Australia. He qualified as a Chartered Accountant in 1983 with Deloittes. Mr Ho is presently the principal of a public practice, specialising in providing corporate and financial services to ASX-listed companies. Prior to establishing his practice in 1991, he spent 7 years in a senior corporate role with a major investment and resource group in Western Australia.

4.3 prIncIpal geologIsT

Mr Amit Eliyahu

Mr Eliyahu is a geologist with significant experience in exploration and mining, most recently as a consultant senior exploration geologist with OM Holdings Exploration Group in Perth. He has worked as a consultant exploration geologist throughout Western Australia and Northern Territory and on major projects in Madagascar and Turkey and has expertise in all stages of mineral exploration, from grass roots through to ore resource estimation. Mr Eliyahu was directly involved in the discoveries of new deposits and the definition through to ore resource estimate of the Bootu Creek manganese deposits in the Northern Territory. He graduated from the University of Western Australia with a Graduate Diploma in Ore Geology and Evaluation and a Masters degree in Economic Geology.

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

5. IndependenT TechnIcal assessmenT reporT

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SRK Consulting

10 Richardson Street West Perth WA 6005, Australia PO Box 943, West Perth WA 6872, Australia Email: perth@srk.com.au www.srk.com.au Tel: 61 8 9288 2000 | Fax: 61 8 9288 2001

The Directors Noble Mineral Resources Limited Suite 5, 100 Mill Point Road, South Perth WA 6151

Dear Directors

SRK Consulting (“SRK”) has been commissioned by Noble Mineral Resources Limited (“Noble”) to provide an Independent Technical Assessment Report (“Report”) on the mineral exploration tenements located in the Republic of Ghana, Africa and Western Australia. SRK understands that this Report is to be included as part of a prospectus to be issued in support of a listing on the Australian Securities Exchange (“ASX”).This prospectus will offer 10,000,000 shares at an issue price of $0.20 per share, to raise a total of $2,000,000 before the costs of the issue (“Prospectus”). Oversubscriptions to bring the total amount raised to $3.0 million will be accepted. Noble proposes to lodge the Prospectus with the Australian Securities and Investments Commission (“ASIC”) on or about 16 May 2008. SRK has been advised that pursuant to share subscription and loan agreements entered into between Noble and Global Gold Holdings Limited (“Global”) prior to the lodgement of the Prospectus, Global has agreed to invest $1,000,000 as seed capital in Noble and provide a secured loan of $2,000,000 as funding towards Noble’s exploration program. Under the share subscription agreement, Global has also undertaken to subscribe for a further $1,000,000 of equity in Noble under the Prospectus offer.

Standard of the Report

This Report has been prepared to the standard of, and is considered by SRK to be, a Competent Person’s Report under the guidelines of the JORC and VALMIN Codes. The VALMIN Code is the code adopted by the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), and the standard is binding upon all AusIMM and AIG members. The VALMIN code incorporates the JORC Code for the Reporting of Mineral Resources and Ore Reserves.

This Report is not a valuation report and does not express an opinion as to the value of mineral assets or tenements involved, nor to the ‘fairness and reasonableness’ of any transactions between Noble and any other parties.

SRK is responsible for this Report as part of the Prospectus document, and declares that it has taken all reasonable care to ensure that the information contained in this Report is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its impact.

SRK Independence

Neither SRK nor any of the authors of this Report have any material present or contingent interest in the outcome of this Report, nor do they have any pecuniary or other interest that could be reasonably regarded as being capable of affecting their independence or that of SRK. SRK reviewed on site the gold (Au) assets of Noble at Satin, Morrison, Nkoroba, Sefwi and Bartie in late 2007. Additional review of updated data relating to these assets, and those in Western Australia, was completed in April 2008. SRK’s fee for completing this Report is based on its normal professional daily rates plus reimbursement of incidental expenses. The payment of that professional fee is not contingent upon the outcome of the Report.

Information basis of this Report

SRK has derived the technical information which forms the basis of its Report on information provided by the Directors of Noble. SRK has supplemented this information where necessary with information from its own extensive regional geological database. However, where discrepancies arise and no alternative comments are provided, data and interpretations provided by Noble prevail in this Report. The past exploration history for these tenements has been derived from previous explorers reports, as provided by Noble, and government records of exploration activities within the Project areas. SRK has not conducted its own independent searches.

The principal sources of information are included in a bibliography at the end of the Report. The Report has been prepared to include information available up to the date of this Report. Noble has stated that all information provided by it may be presented in the Report and that none of the information is regarded as confidential.

SRK and Authors

The SRK Group comprises 500 staff, offering expertise in a wide range of resource engineering disciplines. The SRK Group’s independence is ensured by the fact that it holds no equity in any project. This permits the SRK Group to provide its clients with conflict-free and objective recommendations on crucial judgment issues. The SRK Group has a demonstrated track record in undertaking independent assessments of resources and reserves, project evaluations and audits, Competent

PROSPECTUS noble mIneral resources lImITed

INDEPENDENT TECHNICAL ASSESSMENT REPORT

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SRK Consulting

10 Richardson Street West Perth WA 6005, Australia PO Box 943, West Perth WA 6872, Australia Email: perth@srk.com.au www.srk.com.au Tel: 61 8 9288 2000 | Fax: 61 8 9288 2001

Persons Reports (“CPRs”), independent audits and independent feasibility evaluations to bankable standards on behalf of exploration and mining companies and financial institutions worldwide.

This Report was prepared by a team of consultants sourced from the SRK Group offices in Melbourne and Perth (Australia). These consultants are specialists in the fields of exploration geology and Mineral Resource and Reserve estimation and classification.

Dr Louis Bucci (PhD, BAppSc (Hons), MAIG, MSEG) – Principal Consultant

Dr Bucci is an economic geologist with over 10 years international commercial and academic work experience, with an emphasis on investigating mineralised hydrothermal systems. He has worked on gold, base metals, nickel, platinum group minerals, iron ore and tin-tungsten systems, across deposit models ranging from structurally-controlled / orogenic Au, to porphyry & intrusion-related Cu-Au, to base metal systems (volcanogenic massive sulphide, and skarn / manto). Dr Bucci is a member of the Australian Institute of Geoscientists, and has extensive experience in the provision of Independent Technical Assessments (ITA) and CPRs for Initial Public Offerings (“IPO”) and other documents on the ASX, Hong Kong Stock Exchange (HKSE), Toronto Stock Exchange (TSX), and London Stock Exchange’s Alternative Investment Market (AIM).

Dr Bucci conducted the field-based assessment of Noble’s assets in October 2007, and was the primary author for this Report.

Dr Kate Bassano (PhD, BSc (Hons), MAIG) – Consultant

Dr Bassano has over five years of experience in mineral exploration geology and geochemistry; with exposure to numerous deposit styles (including iron oxide Cu-Au, volcanogenic massive sulphide and banded iron-hosted iron ores). Her expertise lies in ore deposit geochemistry and geochronology, which was the focus of her PhD research.

Dr Bassano completed data review for this Report.

Ms Deborah Lord (BSc, MAIG, MSEG) – Principal Consultant

Ms Lord has over 17 years of experience in the mineral exploration industry and has consulted with SRK for more than a decade based in Australia and South America. Her expertise is in the development of concepts of risk and value in mineral exploration and the application of these principles in due diligence, independent technical reporting for the ASX and project valuations. Ms Lord was a contributing author and completed the peer review for this Report.

Warranties

Noble has warranted in writing that all material information in its possession has been made available and that, to the best of its knowledge and understanding, such information is complete, accurate and true.

Indemnities

As recommended by the VALMIN Code, Noble has provided SRK with an indemnity under which SRK is to be compensated for any liability and/or any additional work or expenditure resulting from any additional work required:

• which results from SRK's reliance on information provided by Noble or to Noble not providing material information, or;

• which relates to any consequential extension workload through queries, questions or public hearings arising from this Report.

Consents

SRK consents to this Report being included, in full, in the Noble’s Prospectus to be dated on or about 16 May 2008, in the form and context in which the Report is provided, and not for any other purpose and has not withdrawn that consent prior to lodgement of the Prospectus with ASIC.

SRK provides this consent on the basis that the technical assessments expressed in the Summary and in the individual sections of this Report are considered with, and not independently of, the information set out in the complete Report.

Yours faithfully

SRK Consulting

Ms Deborah Lord BSc (Hons), MAIG, MGSA, MSEG Principal Consultant (Geology) Perth, May 14[th] 2008

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

1 summary

Noble Mineral Resources Limited (“Noble”) has assembled a portfolio of mineral exploration tenements located in the Republic of Ghana, Africa and in Western Australia. The assets in Ghana cover almost 88km2 of highly gold prospective terrane where Noble intends to apply the latest conceptual geological models and exploration strategies to areas previously under-explored. In Western Australia, Noble’s tenement applications extend over 381km2 of the Jimperding Igneous Complex with potential for nickelcopper-platinum group elements (Ni-Cu-PGE) mineralisation.

The focus for Noble will relate to evaluation of the Cape Three Points Concession Area, within the southern extension of the Ashanti Gold Belt. The Satin Mine Project in the northwest of this Concession encompasses an area of historic underground gold production and offers the opportunity to define additional high-grade gold mineralisation relating to the down-plunge extension to these zones. Noble’s initial diamond drill testing indicates the potential for high gold grades and improved structural understanding of the controls on the mineralised zones will assist in future drill targeting.

The Morrison Project, also located within the Cape Three Points Concession, represents an area of known mineralisation where recent three dimensional geological modelling of drilling by previous explorers has clearly defined two trends. The drilling to date has not effectively tested the strike continuity of either the northern or southern mineralised zones and there remains significant potential to increase the strike, width and down-dip continuity.

As well as these more advanced exploration opportunities, the Cape Three Points Concession hosts three other Project areas for immediate follow-up and five lower-priority Prospect areas that Noble has highlighted for ongoing

exploration. These areas are all located outside the Forrest Reserve which is currently excluded from exploration activities. Concurrent lease-wide studies will place areas of known mineralisation in a more regional context, utilising high-resolution geophysical data and combined geological / structural investigations.

The Tumentu Concession is a comparatively small lease area, covering approximately 8.7km2, but is located along strike between the Prestea gold mine and the Salman-Anwia gold resource currently being explored by Adamus Resources. Artisanal mining, soil sampling, mapping and trench sampling, geological mapping and magnetic surveys have been undertaken and indicate anomalous gold levels within the Concession but to date no drilling has been completed. Noble plans a program of drilling and trenching to evaluate the potential for gold mineralisation in the Concession.

The Western Australian assets of Noble comprise the Bindi Bindi Licence applications. Historic exploration in the region dates to the 1960s and identified primary concentrations of Ni-Cu sulphide mineralisation and PGEs within the Jimperding Igneous Complex. These tenements are at an early stage of exploration and regional data compilation is continuing with the aim of identifying exploration targets for investigation once the leases are granted.

The mineral tenements secured by and held in joint venture by Noble are considered to be “exploration projects” which are inherently speculative in nature. Nevertheless, Noble has and will acquire the mineral tenements on the basis of sound geological concepts and technical merit. Each is considered to be prospective to varying degrees for gold and Ni-Cu-PGE mineralisation respectively with several drill-ready targets. SRK consider that further exploration is justified at the budgetary levels proposed by Noble. Further, it is SRK’s opinion that the business objectives of Noble are closely aligned to the work program outlined by the Company in the exploration budget.

PROSPECTUS noble mIneral resources lImITed

INDEPENDENT TECHNICAL ASSESSMENT REPORT

2 projecT revIeW

2.1 LiCEnCE STaTUS and PERmiTS

Noble has secured two (2) Licences in the Republic of Ghana, and has an Exploration Licence Application and an option over an Exploration Licence Application, in Western

Australia (Table 1, Figure 1). SRK has reviewed

the Licences from a technical perspective only. SRK has not undertaken any legal due diligence to confirm whether or not any statutory obligations and consents are in force and current.

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Figure 1: Location of Noble Licences

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Table 1: Summary terms and conditions for the Noble Licences

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Licence Name Licence Number Owner Date Granted Renewal Date Licence Fees Area (km2)
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Cape Three Points	PL 2/33	Consmin/Axmin	May 1986	Dec 2010	$15,000	79.0
Tumentu	PL 2/316	Obotan / Noble	July 1999	Oct 2008	$15,000	8.7
Bindi Bindi East	E70/3295	Application	Pending	Pending	$7,500	194.7
Bindi Bindi West	E70/3278	Application (and option)	Pending	Pending	$7,500	186.3
TOTAL						468.7

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

2.2 REgiOnaL gEOLOgy Of ThE REPUbLiC Of ghana

The gold producing regions of Ghana are located on the southeast edge of the West African Craton, which covers 4,500,000 km[2] of the African continent, and comprises two large Precambrian shields: the Reguibat Shield in Mauritania and the Man Shield from Ghana to Senegal (Figure 2). The shields are separated by several successions of sedimentary rocks, of ages ranging from Mesoproterozoic (1600Ma to 1000Ma) to Devonian (418Ma to 362Ma), and are bounded by Neoproterozoic (1000Ma to 542Ma) fold belts to the east and west. The Man Shield, which forms the southern third of the craton, is divided into an Archean domain to the west and a Paleoproterozoic (2500Ma to 1600Ma) Eburnean domain to the east.

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Figure 2: Main geological units of the West African Craton

The Eburnean orogeny is a major Paleoproterozoic juvenile crust-forming event that occurred between 2250 and 2100 Ma. During this time, Birimian volcanic and sedimentary rocks, belt-type and basin-type granitoids and the Tarkwaian Group formed.

The geology of Ghana is subdivided into two main regions, the 1,400,000 km[2] Man Shield made up of Paleoproterozoic rocks, which forms the southern section of the West African Craton (Figure 2), and the Paleozoic-age Voltaian basin. The gold-bearing Proterozoic rock units of Ghana are the Birimian Supergroup and the Tarkwaian Group, which crop out in the north, west and southern parts of Ghana. In terms of mineral deposits, the Birimian rocks are the most important in Ghana, hosting the largest gold deposits. The Tarkwaian System, however, also hosts significant deposits in goldbearing quartz-pebble conglomerates. The largest examples of both deposit styles are located in the Ashanti Belt, making it the richest gold province in West Africa (Figure 3).

Noble’s concessions comprise Birimian Supergroup meta-volcanic and meta-sedimentary rocks. A schematic stratigraphic column of the rocks located in southwest Ghana is presented in Figure 4. Precise geochronology on rocks in Ghana in recent years allowed a better model of evolution to be developed. Birimian volcanic rocks are the oldest unit and were formed from the same melt as belttype granitoids. Birimian and Tarkwaian sedimentation closely followed volcanism until the intrusion of basintype granitoids (peak metamorphism) marked the end of the Eburnean orogeny. Compression during the orogeny developed strongly tectonised margins on the edges of volcano-sedimentary belts. Peak metamorphic conditions were about 500-650 ºC and 4.5-6 kbar in the southern Ashanti Belt and southern Kibi-Winneba Belt and were reached between ca 2110 and 2090 Ma. Geologically, the major epigenetic gold event can be placed late in the Eburnean orogeny dated at ca 2063 Ma.

The linear volcanic belts separated by sedimentary basins and granitoid intrusions in different terranes that are exposed in the Man Shield, are very similar to Archean greenstone belts. Mineralisation styles in the Man Shield are also more similar to Archean-type deposits than to those in many other Proterozoic provinces. Archean lode-gold deposits in Ghana as in Australia are dominated by vein, shear and fault-hosted types, and by structurally-controlled replacement deposits adjacent to faults and fold hinges (Groves et al., 1989). Most of these styles occur in greenschist-facies greenstone belts, with a small proportion in amphibolite- and granulite-grade rocks. Noble brings the latest conceptual geological models and exploration strategies and methods, implemented to date in Australia, to relatively under explored highly prospective regions of Ghana.

PROSPECTUS noble mIneral resources lImITed INDEPENDENT TECHNICAL ASSESSMENT REPORT

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Area of Figure 9
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Figure 3: Geological map of southwest Ghana showing the location of Noble’s Cape Three Points and Tumentu Concessions within the Ashanti Belt and other major gold deposits of orogenic and paleoplacer origin The inset refers to the area shown in Figure 5.

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

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Figure 4: Schematic stratigraphic column of rock units in Ghana and their relationships

PROSPECTUS noble mIneral resources lImITed

INDEPENDENT TECHNICAL ASSESSMENT REPORT

2.3 gEOLOgiCaL SETTing and mOdELS fOR gOLd minERaLiSaTiOn in ghana

It is generally accepted that there are three main styles of gold mineralisation developed in Ghana (Pigois, 2003). These are:

• Hematite- and magnetite-bearing paleoplacer gold deposits (e.g. Tarkwa, Teberebie, Iduapriem and Abosso; see Milési et al., 1992) hosted exclusively by quartzpebble conglomerates of the Banket Series (Tarkwaian Group). The gold is detrital in origin and is interpreted as being derived from erosion of older hydrothermal-related mineralisation.

• Structurally-controlled epigenetic lode-gold or orogenicgold deposits (e.g. Ashanti, Prestea, Bogosu, Damang and Konongo (Milési et al., 1992). Epigenetic deposits, interpreted to have formed during the waning phases of orogenesis at ca 2063 Ma, are hosted primarily in Birimian rocks, but also in granitoids and Tarkwaian sedimentary rocks, are generally located along major structures at the margins of volcano-sedimentary belts where competency contrasts are exploited. Mineralisation most likely occurred in the Pressure-Temperature (PT) range of 2 to 5 kbar and 300-450°C, which are postpeak metamorphic conditions. Deposits are of numerous styles, including quartz veins hosted within frequently carbonaceous phyllite and greywacke sedimentary rocks, or andesitic volcanic rocks associated with major shear structures and subsidiary oblique faults.

• Orogenic gold mineralisation associated with sheeted vein swarms and stockwork zones within basin-type and belt-type granitoids. Examples include the Subika deposit at Ahafo and the Ayanfuri deposit near Obuasi (Milési et al., 1992).

At least two gold mineralisation events are interpreted for southwestern Ghana during the Eburnean orogeny (Milési et al., 1992). First, a pre-Tarkwaian event gave rise to the source lodes for the world-class Tarkwaian paleoplacers, followed by a younger event, late in the main compressional phase of the orogeny. This second event produced the world-class to giant, mainly Birimian Supergroup-hosted,

orogenic gold deposits that make this region one of the premier gold provinces in the world. This younger event also involved formation of the Damang gold deposit in rocks of the Tarkwaian System, which is recognised as a modified paleoplacer (Pigois, 2003).

The Ashanti Belt is the type area for these styles of gold mineralisation, with paleoplacer deposits developed on the southeastern edge of the belt, and epigenetic deposits along the western faulted margin of the belt (Milési et al., 1989). The strong structural control and association to volcano-sedimentary belts of the orogenic deposits afford comparisons of the Ashanti Belt to greenstone belts in Australia and Canada.

Noble’s Projects, and prospects / mineral occurrences located in adjacent areas, display structural features typical of gold mineralisation of an orogenic affinity. As such, the Company has adopted an aggressive exploration strategy which is primarily based on established genetic models for orogenic gold systems. Genetic models for such systems suggest that they are associated with regionally metamorphosed terranes of all ages (Archean to Present), with ores formed during compressional to transpressional deformation processes in accretionary and collisional orogens (Groves et al., 1998). Subduction-related thermal events initiate and drive long distance hydrothermal fluid migration, with the resulting gold-bearing quartz veins being emplaced from 15-20 km to the near surface environment. Pervasive wall-rock alteration and mineralisation often accompanies gold-bearing veins.

There is strong structural control of mineralisation at a variety of scales for these deposits. They are generally sited in second or third order structures, most commonly near large-scale structures. Although the controlling structures are commonly ductile to brittle in nature, they are highly variable in type. Extreme pressure fluctuations leading to cyclic fault-valve behaviour result in flat-lying extensional veins and mutually cross-cutting steep fault veins that characterize many deposits (e.g. en-echelon gold bearing quartz veins Damang; Pigois, 2003).

It is within the context of the genetic model presented above, that Noble is targeting exploration works within its current concession holding in Africa.

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

3 cape Three poInTs concessIon

The Cape Three Points Concession (SDI 422/86 AC 4589-87) is located in the Western Region of Ghana, within the southern extension of the Ashanti Gold Belt (Figure 5). The concession covers a total area of 79.04 km2 of prospective ground for structurally-controlled / orogenic lode gold type mineralisation, within the structurally complex Birimian metavolcanics and metasediments. At least twenty (20) historic gold workings and prospects are recorded by previous workers, in addition to ten historic gold working prospects located within the Cape Three Points Forrest Reserve. The Forrest Reserve is currently excluded from exploration within this concession, and is shown in Figure 5.

On completion of a successful IPO, and satisfaction of the terms of an option agreement, Noble will hold AXMIN Limited’s (“Axmin”) existing rights over the joint venture agreement between Axmin and Consolidated Minerals Limited (Ghana) (“Consolidated”), and will earn a 55% interest in the Cape Three Points Concession. Noble will have the right to earn the additional 10% interest by expenditure of a further US$1,000,000 and/or an 80% interest by producing a Bankable Feasibility Study on any prospect within the Concession. Consolidated will retain a 10% interest up to a decision to mine which at that time will be negotiated within the parameters of the joint venture agreement. The Republic of Ghana retains a maximum of 10% interest in the Project from this time.

The initial focus of exploration by Noble will be on five (5) main Project areas, as defined by previous exploration.

Satin Mine Project

This project is located within the northwest portion of the Cape Three Points Concession (Figure 5), south of the main east-west tar road between Elubo and Agona Junction, and near the village of Adiawso. The Project encompasses the old Satin shaft and underground workings, proximal to the main road, as well as the area extending southwards for approximately 1.5km. Access to the project is by a dirt track that follows the contours of the NNE-SSW trending range of hills to the south.

Morrison Project

The Morrison project is located within the northeast portion of the Cape Three Points Concession, immediately south of the main east-west tar road between Elubo and Agona Junction (Figure 5). Access to the project area is via a farm track that diverges from the main tar road to the eastsoutheast, 2km east of the Adiawso village. Access to the southern portion of the project is along a widened village track that crosses the hill and runs south to join the back road to Agona township.

Sefwi Project

Located within the southern portion of the Cape Three Points Concession, Sefwi occurs against the southwest boundary of the Cape Three Points Forest Reserve, approximately 3.5km northeast of Atinkyin (Figure 5). Access to the Project area is via the all-weather secondary road that extends from the main Axim-Agona tar road, south to Princess Town. At the village of Asuboi, approximately 6km from Princess Town, a rubber plantation road heading east gives direct access to the Project Area. Foot paths lead from the area to the fishing villages of Aketechi and Cape Three Points.

Nkoroba Project

Nkoroba is located on the southwest portion of the Cape Three Points Concession, to the east of the villages of Asuboe and Nkwantanang (Figure 5). Both villages are situated on the all-weather gravel road that runs from the main Axim-Agona tar road, just west of Edwumako, southwards to Princess Town. Access to the southern part of the project is via a rubber plantation dirt road that turns east just before the village of Asuboe, and crosses the laterite plateau to the southern boundary of Cape Three Points Forest Reserve. Access to the main zone of historic underground workings, and the northern region of the project, is via footpaths leading eastwards from the various villages, as well as north from the rubber plantation road. The workings are located on a range of NE-SW trending hills to the east of the Cape Three Points Forest Reserve.

Bartie Project

The old workings of the Bartie Corporation lie some 650m-800m northwest of Akwida ferry, and 1km north of the village of Katakor. Hornblende-plagioclase porphyry intrudes the greenstone within the area, and the property was worked by a European Group between 1900 and 1904. Prior to 1900, over 1500 native pits were reported to have been dug in the area (Lunn 1933). A 10m shaft sunk in 1900 cut a 0.8m reef of “rich-ore” with pyrite, chlorite and “free gold”. Drifting and shaft sinking totalled 113m in 1901, and grades of up to 7oz Au/ton (230g/t Au) are reported (Griffis et al., 1995), but have not be verified by SRK.

Soil anomalies as defined by Mutual, with a maximum grade of 8.20ppm Au, and an average grade of 390ppb Au (Griffis, 1994) were followed up by three trenches. However, the source of the gold could not be determined.

In addition to the five main project areas for initial work, Noble has also defined lower priority target areas, as based on work by previous explorers. Reports and data detailing

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the historic exploration, such as drilling and sampling results, were not available to SRK at the time of writing. As such, the following summary presents the currently available data reviewed by SRK for these Prospects, which will not be further discussed in this Report. The Prospects are presented here briefly, in order to demonstrate the spatial distribution of anomalism and mineralisation recorded for the district.

Mbapehia Prospect

Located approximately 500-1000m ENE of Adiawso on the Yeresuro River, north of the Axim tar road, the Mbapehia Prospect area appears to be located along the same structure as the Satin Mine Project. There are four prospects located in the immediate area, of which the Mbapehia is the most developed with an adit (open) and a winze that leads to a level that has been stoped. Three grab samples, collected by Mutual Resources Ltd in 1995 from a 1m wide quartz reef exposed in the back of the stope, averaged 17.46 g/t Au (Griffis et al., 1995).

Ainabak Prospect

The Ainabak Prospect contains workings located approximately 1.5km east from the Ghana coast line, and about 1.4km southeast of Aketechi (Figure 5). Quartz outcrops are present on a hill at ~60m above sea level, and a 20m deep shaft was sunk on a 3.5m wide quartz vein at this location. A tunnel was also driven 80m into the hill to intersect the shaft. Reported historic production from the shaft and tunnel between 1904 and 1909 totalled 100 tons of mineralisation grading at 1.3oz Au/ton, including 91 tonnes at 44g/t Au (Williams, 1984).

Plantation North Prospect

Located north of the Axim tar road within Ghana Rubber Estates Limited (GREL) plantation (Figure 5), the Plantation North Prospect has been developed with two adits at different levels, accessing the same quartz vein. A sample of the quartz vein collected by Anmercosa Exploration (Ghana) Limited (“Anmercosa”) at the entrance to the adit returned results of 1.96 ppm Au (King, 2000). The area was reviewed by Anmercosa in 1999, where 42 inclined (-45o) and shallow (26m) Reverse Circulation (RC) drill holes totalling 1292m were drilled. Five (5) drill holes intersected values greater than 1 g/t Au, between 2m and 46m depth (King, 2000). However, no follow up work was completed, in order to understand the geological setting of the mineralisation. SRK has not had access to the drilling data in order to evaluate this work.

Beokrom Prospect

This area, located between the Cape Three Points Forest Reserve and the eastern boundary of the Cape Three Points Concession (Figure 5) was investigated by Anmercosa in 1999. Regional and detailed soil sampling over the area revealed three Au anomalies of which two were tested by 64 inclined (-45o) shallow (26m) RC drill boreholes (Schmidt and Selfe, 2000). SRK has not reviewed this data. The third anomaly, located close to the northeast corner of the Cape Three Points Forest Reserve remains untested with drilling.

Nkwatanang Prospect

This Prospect area was discovered in 1986, and is located approximately 2.75km southeastSE of the Nkwantanang village (Figure 5). A caved in shaft is present at the prospect. A 3m thick quartz vein, striking northeast - southwest was reported from the site, and quartz collected from the dump assayed 3.37 g/t Au, and from the sides of the shaft, assayed 0.16-1.10g/t Au (King, 2000).

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Figure 5: Location of the Cape Three Points Concession and contained Project and Prospect areas

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3.1 gEOLOgy and minERaLiSaTiOn STyLES

3.1.1 Satin Mine Project area

Outcrop within the Project area is limited to creeks and road cuttings, with the best exposures of the host rock lithology restricted to the historic open pit and RC drill samples (Figure 6). The area is overlain by an oxide horizon of red/ brown to yellow/brown soils that extend some 17-26 m below surface. However, to the south of the Satin Shaft, the zone of oxidation is considerably thicker and extends to a depth of at least 53m (King, 2002a). The geology of the Satin Project, as determined mainly from RC drilling, and is characterised by andesitic rocks and successions of metasediments of the Birimian Supergroup. Alteration and gold anomalism is concentrated primarily within the andesitic rocks, and is associated with zones of silicification and quartz vein development (King, 2002a). Fine-grained euhedral magnetite, together with finely disseminated pyrite, is commonly associated with the siliceous andesite, and occurs for up to 20m into the hanging wall away from the mineralized zone (King, 2002c). On approach to the ore zone the amount of magnetite increases substantially for about 5m in the hanging wall, before sharply being replaced by highly disseminated pyrite. It is generally within this zone of intense pyritisation that gold mineralisation is present.

The currently defined Satin mineralised zone strikes broadly NNW-SSE and dips steeply to the east. The geometry of the mineralised zone is tabular, and has been RC drill tested for 100m along strike, with an average width of 2-3m (King, 2002c). Based on current drilling, mineralisation is interpreted to plunge approximately 45[o] to the NNW and has not been closed down plunge. Review of host rock fabrics exposed in the walls of the historic open pit indicate at least two, strongly developed, cross-cutting, pervasive shear fabrics within the hangingwall and footwall positions to mineralisation. Resolution of the relative timing and evolution of these fabrics, relative to the mineralised zone, has not been determined by Noble or previous workers.

3.1.2 Morrison Project area

The regional geology of the northeast portion of the Cape Three Points Concession is dominated by a succession of andesite/microdiorite and metasedimentary units (Schmidt and Selfe, 2000). At the Morrison Project area, outcrop is limited, with the best exposure of the local geology restricted to drill samples and adit mapping. Axmin has reported that the immediate Morrison Prospect is underlain by a structurally complex succession of highly sheared andesite, diorite and moderately deformed quartz porphyry diorite (King, 2005a; Figure 14). Shear zones intersected in drilling, and mapped in adits, are generally associated with silicification, quartz veining, and abundant pyrite. Significant

magnetite alteration is also present throughout most drill holes from below the oxide zone. However, magnetite alteration decreases with the presence of increased pyrite, and is commonly absent within the shear zones (King, 2005a). This is substantiated by results from diamond drilling in the area (see Figure 13C).

3.1.3 Sefwi Project area

Mapping of the Sefwi Prospect indicates that the area is underlain largely by andesite, and possibly granite belonging to the Dixcove Granite complex, which occurs as float on the western part of the area (King, 2002b). There is minimal outcrop in the area, with best exposures restricted to river banks and limited mapping in historic adits. A prominent laterite cap, in places up to 20 m thick, has formed over an extensive plateau in the area, and also masks the underlying geology. Where mappable, a regional foliation has been observed trending 040[o] and dipping 74[o] towards the southwest within the andesitic rocks. Adit exposures indicate that this fabric has been cross cut by two prominent fracture trends striking ESE, dipping 80[o] towards the SSW, and striking north-south, dipping ~40-75[o] to the southwest, respectively (King, 2002a). It is interpreted that shearing has taken place along the ESE fracture trend, and has resulted in localised folding of the regional foliation, with accompanying development of thin parallel quartz veins and stringers along the shear planes. A low angle ferrugunised shear plane, post dating the fracture patterns, is also mappable in the backs of the adit (King, 2002a). Trenching and drilling has further exposed sulphide alteration within discrete narrow zones of silicified andesite and quartz veins, which strike approximately northeast-southwest, and parallel the regional foliation of the host rock succession (King, 2002b).

3.1.4 Nkoroba Project area

The area in the southern part of the Licence is underlain by a succession of ultramafic rocks, including pyroxenites, dunites, gabbros and andesites. This succession follows a NNE to northeast curvilinear trend from the village of Aketchi through the southern part of the Cape Three Points Forest Reserve. West of the Sefwi Prospect, a band of intensely magnetised gabbro, having a surface width of some 300m, occurs adjacent to the andesite.

Outcrop in the immediate Nkoroba Project area is limited, as the southern part of the Project area is overlain by a major ferruginous lateritic plateau that extends to the coastline. To the north, the area comprises of undulating hills bisected by northwest flowing tributaries of the Bedzi river. Mapping of float material indicates that the main rock types are gabbro, in places magnetic, and andesite (King, 2007). Further to the east and proximal to the Cape Three Points Forest Reserve, talc-altered serpentinite has been reported (King, 2007).

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Figure 6: General geology of the Cape Three Points Licence area

A. Geological interpretation of the Cape Three Points Licence produced by by the Mineral Commission and Griffis Consulting & Exploration Services (Ghana) Ltd and Watson Geophysics Ltd. B. Low resolution (400m line spacing) airborne magnetic data.

3.2 PREviOUS WORk

Anmercosa, in joint venture (JV) with Consolidated, undertook a regional soil sampling program across a substantial part of the concession, and several follow-up RC drilling campaigns were completed. Anmercosa relinquished the licence in 2000. Axmin entered into a JV with the licence holders Consolidated in July 2001. Axmin has earned a 55% interest in the licence by having spent US$500,000 since entering into the JV agreement. Axmin completed a number of geological reports detailing the results of exploration completed between 2001 and 2007. Information from these reports constitutes the majority of data that has been reviewed in the preparation of this Report.

3.2.1 Satin Mine Project

The Satin Mine area was first worked by local miners, and a large open cut and numerous pits were excavated (Figure 7). In 1937, the Anglo-Egyptian company started the development of underground workings, and in 1937 the property was bought by Adiawso Mining Company, who continued underground development. Historic underground development involved a three-compartment shaft sunk to 56m depth, with levels were developed within a gold mineralised zone at 24m (adit level), 40m and 55m. A winze was then sunk from the adit level to the 55m level and a drift cut developed at 34m. Underground workings totalled 488m (Figure 8). Historic records describing the ore zone indicate that it is characterised primarily by a quartz reef which follows a significant shear structure in mafic volcanics.

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This structure is interpreted to pinch and swell both along strike (north-south) and vertically down dip, indicating that the mineralised zone is complex in terms of its geometry and structural controls.

On the basis of the documented underground workings, a regional soil geochemistry program was undertaken on 300m spaced lines at a sample spacing of 50m by Anmercosa. The results indicate a narrow, north-south to NNE-SSW trending soil anomaly extending for some 2,000m south from the Satin Shaft. This anomaly broadly coincides with a prominent structural feature interpreted by the underlying aeromagnetic signature across the concession (Figure 9).

Following the soil sampling program, and in light of the underground workings, a total of 48 RC drill holes for 3,400 m were drilled by Axmin, concentrating mainly on the zone immediately below the old open cut and underground workings. Holes were drilled to a total vertical depth of 130m from surface. The drilling traced the anomalous zone south of the Satin workings for a distance of 1200m.

The northern most drill holes defined a mineralised zone approximately 100m long along strike, and from 2-3m wide. This zone was defined between lines containing drill hole CS016 to the north, and drill hole CS021 to the south (Figure 10). An apparent NNW plunge to mineralisation is apparent, and suggests a further structural control to the distribution of gold, within the overall shear structure. Gold anomalous intersections from this drilling are presented in Table 2.

Drill holes south of CS016 were drilled further west of the northern lines, and only intercepted anomalous gold grades from drill hole CS048 to CS046, at shallower depths to those which define the northern mineralised zone (Figure 10). As such, and given the strike orientation defined by the northern mineralised zone, it is interpreted that the southern drilling has not tested similar structural positions to that of the northern mineralised zone, indicating potential for a southern mineralised zone at depth and to the east of the current southern drilling.

Table 2: Significant gold intercepts at drilling within the northern mineralised zone and southern drilling at Satin

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Axmin Drilling
Hole From (m) To (m) Interval (m) Au (g/t) Comments
68 69 1 98.82 VG in pan
CS001 69 70 1 12.86 VG in pan
70 71 1 0.56 -
73 74 1 12.83 -
74 75 1 71.00 Qtz vein and high VG content
CS002
75 76 1 0.2 VG in pan
77 78 1 1.10 -
94 95 1 3.97 Qtz vein and high VG content
95 96 1 4.23 Qtz vein and high VG content
CS004
96 97 1 3.62 Siliceous andesite with pyrite
113 115 2 3.95 -
69 70 1 38.83 Siliceous andesite + pyrite + VG
CS13
70 71 1 1.99 Siliceous andesite + pyrite
93 94 1 0.14 Siliceous andesite + pyrite
CS16
106 110 4 1.25 Qtz vein + magnetite
CS17 90 92 2 1.18 Qtz vein + <pyrite + VG
CS19 36 40 4 1.43 Andesite + pyrite
CS043 36 44 8 0.3 avg 0.83 to 0.06 range
CS045 72 74 2 3.09 Alteration
18 20 2 0.18 Alteration
CS046
40 42 2 0.97 Alteration
CS047 8 12 4 0.23 Alteration
CS048 24 27 3 6.27 “Bad ground”
NORTHERN DRILLING
SOUTHERN DRILLING
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Figure 7: Satin Mine surface plan mapped at 1:1,000 showing historic open pit, drill collar locations and highest Au grades per drill hole

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Noble Drilling Pierce Point
Drill Hole Pierce Point
Mineralized Zone Outline
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Figure 8: Longitudinal section of the Satin Mine underground workings, showing high grade portion of the ore body plunging to north

From December 3rd to 13th 2007, two shallow angled (50o to west) oriented HQ diamond-core drill holes (CSD001 and CSD002; co-ordinates 543470mN, 607850mE and 543510mN, 607845mE, respectively), were drilled for a total of 234.5m. These were targeted into the high grade zone of the Satin deposit. The objective of the drilling was to:

1. Confirm previous results from RC drilling

2. Locally infill line spacing to 20m from the 20m x 40m RC drilling grid

3. Study structural fabrics related to mineralisation, in order to better develop the exploration model, and

4. Commence metallurgical, geophysical and geotechnical studies of the deposit, again to advance the exploration model and to allow for resource-reserve calculations.

The holes intersected an 80-90cm wide quartz vein bearing visible gold at around 76m down (Figure 11). The core also showed evidence of a complex structural system, with an older, highly-deformed carbonate alteration event, subsequently overprinted by a silica-rich sulphide-gold bearing alteration event. At ~109m, carbonate breccia with intense stockwork development and isolated conjugate carbonate-bearing veins are, partially to completely, replaced by sulphides (typically pyrite with subordinate pyrhotite, chalcopyrite and possibly arsenopryite).

Silicification is common within the host rock as quartz veins and stringers. Magnetite is also common, and displays to some extent an inverse relationship to highly disseminated sulphide zones and quartz veins. Further petrological studies are planned to better define the relationship between the mineralisation events, and to contribute towards the development of the exploration model.

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Figure 9: Combined soil anomaly and structural feature within the Satin Mine Project area

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A
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B
C
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Figure 10: Leapfrog™ model of drilling from Satin, showing the distribution of Au intercepts, and isosurfaces at various Au grades

Data modelled using an anisotropy defined by structural trends identified through mapping. A. Positions of potential shoot extensions to that in the northern mineralized zone. B. Distribution and geometry of the northern mineralized zone. View looking towards 307°. C. Shallow intercepts of anomalous gold indicating the potential for southern shoots. Zones requiring further testing are also shown. View looking north.

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Visible Gold
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Figure 11: Visible gold intersected in diamond core from hole CSD001

Best intersections in the recent drilling by Noble include:

CSD001:

• 1.7m at 27.55g/t Au from 78.5 to 76.8m (including 0.8m @ 82.3g/t Au)

2m at 1.41g/t Au from 91.5 to 93.5m

CSD002:

4.8m at 16.97g/t Au from 79.2 to 84m (including 0.9m @ 76.2g/t Au at 79.2m; 0.9m @ 2.3g/t Au at 80.1m; 1m @ 5.31g/t Au at 83m)

3.2.2 Morrison Project

Commencing in 1999, Anmercosa, in joint venture with Consolidated, conducted a soil geochemistry sampling program, geological mapping, ground-geophysical surveys, soil sampling, trenching and RC drilling. Results from the soil program yielded a Au-in-soil anomaly within the Morrison Hill area (Figure 12), where two old colonial adits were also discovered. Follow-up exploration by Anmercosa focused at Morrison included trenching and two RAB/RC drilling programs for a total of 39 drill holes. Axmin, in a joint venture with Consolidated, conducted detailed mapping and limited RC drilling in 2002, following it up with a limited diamond drilling (five holes) and RC drilling program

amounting to 422.22m and 1,213m respectively during 2005. Axmin drilled a total of 20 holes, resulting in a total of 59 holes being drilled at Morrison. Significant intersections reported from RC and diamond drilling undertaken at the Morrison Hill Prospect by both Anmercosa and Axmin are presented in Table 3.

Modelling of the Au assay results from the drilling, using Leapfrog™ software, shows that the mineralisation is distributed over two clearly defined trends (Figure 13A). The northern half of the drilling between hole M37 to the north and CMD05 to the south, shows a preferred geometry for mineralisation as a series of at least three tabular lodes striking approximately 345°, and dipping steeply towards the ENE (referred to as the “northern lodes”; Figure 13A). Each lode is characterised by average widths of 2 – 6m, and current drilling has constrained the overall strike lengths of individual lodes to be between 100m and 300m (Figure 13A). Mineralisation is manifest as predominantly shear hosted structurally controlled lenses within gabbro, with a magnetite destructive alteration signature corresponding to increased silicification and pyritisation (King, 2005a).

Mapping from Adits 1 and 2 indicate that mineralisation is controlled by massive quartz-sulphide veins up to 0.5m wide, with multiple centimetre-scale cross-cutting quartzrich veins. This is consistent with the core, where multiple centimetre-scale veins define the mineralised zones (Figure 13D); however, the core does not show thicker (0.5m+)

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Figure 12: Results from the Anmercosa soil sampling program in 2001

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veins as is the case in Adit 2. Mapping in the adits also shows multiple orientations for cleavages and shear fabrics developed within the rocks, indicating the mineralised system is likely contained within a shear zone, or within a part of the stratigraphic sequence which has been complexly folded. The relationship between deformation in the host sequence, and the mineralised veins, is currently unresolved, and requires further work in order to confidently target similar positions to that which has localised the currently defined mineralised zones.

The southern series of holes between drill hole M27 to the north, and M9 to the south, define at least 3 discrete tabular lodes (referred to as the “southern lodes”), which broadly strike 040° and dip steeply towards the northwest or southeast (Figure 13A). Mineralisation here is characterised by the same alteration and vein characteristics as the northern mineralised lodes; however, it is developed at shallower depths (Figure 13D). The line of drilling between M27 and M17, test a position where the southern mineralised lodes intersect the northern mineralised lodes (Figure 13A). At this

location, the overall width of mineralisation blows out to at least 40m from east to west, suggesting that the interference of structural elements controlling the localisation of the northern and south lodes, results in more laterally extensive mineralisation.

Current drilling at Morrison has not effectively tested the strike continuity of either the northern or southern mineralised lodes. In particular, the trend of the southern lodes indicates that the drilling has stopped too far east of the projected potential position for the lodes further south (Figure 13D, drill target 1). In addition, the northern lode intersected in drill hole CMD002 has not been tested for its continuity to the south, as the southern drilling is not deep enough, and stops at least 50m above its potential strike extension position (Figure 13D, drill target 2). Similarly, the eastern most northern lode has not been tested along strike, with drilling stopping west of its projected potential position (Figure 13D, drill target 1). As such, the potential to increase the strike, width and down-dip continuity for the currently defined lodes is significant.

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Table 3: Best intersections reported from RC and diamond drilling undertaken at the Morrison Hill Prospect by Anmercosa and Axmin

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Drill hole From (m) To (m) Interval (m) Grade Au (g/t) Grade range over interval Au (g/t)
MV1 0 13 13 1.58 -
MV2 0 11 11 2.46 -
M19 22 26 4 3.63 (avg) 10.74 - 0.71
13 17 4 2.14 (avg) 3.4 – 1.84
M21
20 22 2 2.28 (avg) 3.39 – 1.17
M22 2 6 4 1.07 (avg) 1.28 – 0.92
M23 18 20 2 2.5 -
M28 0 6 6 1.12 (avg) 1.38 – 0.79
M29 0 2 2 1.18 -
M35 46 50 4 28.47 (avg) 55.33 – 2.41
M40 6 8 2 1.53 -
M47 16 18 2 1.41 -
91 94 3 3.8 (avg) 9.58 – 0.9
107 111 4 9.58 (avg) 10.16 – 9.0
CMD002
116 118 2 2.05 -
121 123 2 1.21 -
3 5 2 2.43 -
21 25 4 0.55 -
CMD003
39 41 2 1.64 -
73 74 1 1.22 -
11 14 3 0.96 (avg) 1.05 – 0.92
CMD005
38 40 2 1.39 -
0 4 4 3.73 (avg) 4.61 – 1.11
CM003
57 59 2 2.4 (avg) 2.81 – 1.99
CM004 11 19 8 1.19 (avg) 2.16 – 0.81
19 25 6 0.96 (avg) 1.40 – 0.63
CM005
47 53 6 4.19 (avg) 7.82 – 0.43
5 8 3 1.94 (avg) 4.71 – 1.12
CM009
85 62 4 1.15 (avg) 2.42 – 0.64
16 20 4 4.58 (avg) 7.80 – 1.37
CM012
56 58 2 1.29 -
CM013 66 68 2 1.75 -
CM014 24 26 2 1.87 -
CM015 32 34 2 1.01 -
CM016 56 57 1 1.57 -
ANMERCOSA DRILLING
AXMIN DRILLING
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A B
C
D
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Figure 13: Leapfrog™ model of drilling from Morrison, showing the distribution of Au intercepts represented by isosurfaces at various Au grades

Data modelled using an anisotropy defined by structural trends identified through mapping (Figure 14). A. Plan view of the Morrison northern and southern lodes. Isosurfaces; green = 0.3g/t, yellow = 0.5g/t, red = 1g/t+. B. Sample of sulphidised vein from Adit 1 grading 2.3g/t Au. C. Strongly sheared diorite and multiple veins in drill core from CMD002. A 4m interval from 107-111, averaged 9.58g/t Au. D. View looking north showing southern lodes (orange) and northern lodes (green). Note the deeper position of the northern lodes relative to the southern lodes.

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A
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Figure 14: Mapping from Adits 1 and 2 at Morrison A. Mapping from Adit 2. B. Mapping from Adit 1.

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3.2.3 Sefwi Project

Limited information is available on the Sefwi Project. Three European shafts, developed by a German company in the early part of last century, are reported from the area, but have since caved in (King, 2002a). An old steam engine and hoist is still present at the main shaft.

Consolidated dug an exploration pit 25m east of the main shaft which was later followed up by Mutual Resources Limited who excavated three short trenches around the pit. Grab samples collected from the pit assayed up to 8 g/t Au (King, 2002a), and samples collected from the trenches averaged 0.34ppm reaching a maximum of 4.08ppm Au over 2m. Extensive mining activities by locals indicate that the gold is distributed over a much larger area than can be directly attributed to the Sefwi workings, although it is unclear as to the whether these workings extracted economic-grade ore, or were only exploration workings.

Anmercosa commenced exploration in the Project area in February 1999, by undertaking a regional soil sampling survey on a 300m by 50 m grid (Figure 15). Follow-up work was undertaken by Axmin in 2001 with further soil sampling and RC drilling. Soil sampling at 25m intervals at 100m line spacing indicate that at least three narrow anomalous zones may be present, which are coincident with artisanal workings. The dense laterite cap that has formed on top of the hills masks the strike extent of the anomalies (Figure 15).

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Based on the soil program, a total of 28 RC drill holes for 1,089m were completed by Axmin, to test the soil anomalies. Drilling indicates a deep weathering profile down to approximately 40m, underlain by light grey to green andesite. The drilling also highlights a 2m wide zone of strongly silicified andesite and pyrite alteration in association with anomalous gold grades. Only anomalous grades were returned from the majority of the drilling, with just one high grade intersection in drill hole CSF01, returning 2m @ 56.2g/t Au from approximately 45m below surface. Anomalous intercepts in the drilling at Sefwi are presented in Table 4.

Eight trenches, varying in length between 20 and 50 m, and totalling 247m, were excavated within selected areas around zones of previous artisanal activity to a maximum depth of 3m. One trench identified a 30cm wide pyrite-rich quartz vein that assayed 19.04g/t Au (King, 2002b). Two pits (2m x 2m x 3m) dug 100m to the south of the trench also exposed the narrow quartz vein. Sampling of the vein at this location returned gold grades of 55.25 g/t Au (King, 2002b).

Table 4: Best intersections reported from RC drilling undertaken at the Sefwi Prospect by Axmin

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Drill hole From (m) To (m) Interval (m) Grade Au (g/t)
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CSF1	45	47	2	56.2
CSF1	48	50	2	17.5
CSF5	0	4	4	1.0
CSF6	0	4	4	1.0
CSF13	78	80	2	3.2
CSF15	16	18	2	1.8
CSF21	23	24	1	1.7
CSF22	54	56	2	1.5
CSF24	16	20	4	2.5
CSF24	40	42	2	1.7

3.2.4 Nkoroba Project

The Nkorobo artisanal site was recently discovered by Axmin during the exploration of the Sefwi Prospect in 2002, and is overgrown by thick bush and secondary forest. No records of any recent exploration or mining activity could be recalled by any of the villagers living in the area. The site of the old artisanal workings is believed to date back around the mid 19th century when the German colonists occupied the fort at Princess Town.

Figure 15: Results of the soil geochemistry survey at Sefwi Sample (dots) and trench (black lines) locations shown.

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At least six sites of artisanal workings, including one alluvial site, have been mapped within the project area (Figure 16):

1. The main zone of artisanal workings consisting of collapsed pits, trenches and shafts occur on the hill slope above the Bedzi river floodplain.

2. In the southern part of the prospects, a few artisanal pits have been dug on the southern break-away slope of the laterite plateau.

3. On the northeast break-away slope of the laterite plateau, fairly extensive artisanal workings are present covering an area of 0.7 ha.

4. A small site of alluvial workings occurs on low hill/mound within the Bedzi river floodplain.

5. Two areas of artisanal pits lie on top of the hills to the northeast of the main artisanal zone.

6. Isolated pits occur to the northeast of the main artisanal zone.

A soil sampling program was undertaken west of the Cape Three Points Forest Reserve, across the area of artisanal workings, along 100m spaced cross-lines at an interval of 50m. The program has delineated at least six anomalous clusters, which are largely centred around old artisanal workings (numbered 1-6 in order of priority follow up; Figure 16). The anomalies occur: (a) on the hillslopes at the main artisanal workings (1; Figure 16), (b) on the hill 750m to the NE of the main workings (2, 3, 4 & 5; Figure 16) and (c) on the breakaway slope below the laterite cap and south of the Bedzi river in the southern part of the Project area (6; Figure 16). The anomalies appear to be aligned along the regional structural trend of 015-025°, which parallels a shear fabric striking of 015°, mapped in one of the artisanal pits situated to the northeast of the main artisanal zone.

Based on the current distribution of the soil anomalies, a number of prospective zones varying in strike length from 2km to 750m are indicated, across a surface width of at least 700m. Given the laterite cover to the north of the anomalies, potential also exists for the anomalous zone to continue along strike to the northeast.

3.3 PROPOSEd ExPLORaTiOn

Noble’s exploration within the Cape Three Points Concession will initially focus on lithological and structural interpretations of a high-resolution helicopter-borne magnetic and radiometric survey, planned for the second quarter of 2008 (Figure 17). Follow up ground magnetics and down-hole Induced Polarisation (IP) surveys during the second year has been proposed.

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Figure 16: Nkoroba soil sampling survey showing distribution of gold in soil anomalies with reference to old artisanal workings

Historic magnetic data delineate a NNE-northeast trending structurally complex corridor that appears to spatially connect the known gold occurrences. As such, high resolution magnetics may prove useful to delineate areas of additional potential mineralisation.

Noble intend to increase their current understanding of the structural controls to mineralisation within the Cape Three Points district. This will commence with the continuing acquisition and evaluation of geological and geophysical data generated by previous workers. The Company is compiling a comprehensive Geographic Information System (GIS) database, to allow for advanced prospectivity mapping and analysis. As part of this initiative, Noble is negotiating with companies adjacent to their ground holding, for geophysical and exploration data. Reprocessing of any commercially available airborne magnetic datasets is also planned, to identify any need for more focussed high resolution geophysical surveys in particular areas.

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Figure 17: Noble’s intended Airborne magnetics / radiometrics survey area outline.

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In addition to developing the database, Noble plans to undertake a re-assay program, to verify assay results reported from previous drilling in the Cape Three Points district. The re-assay will be completed in Perth, Western Australia, and will target drill hole samples from high grade gold intersections, using pulp stored in Accra, Ghana. Reassay of high grade gold zones within targeted trenches and old workings will also be undertaken. This has been proven to be a slow process due to laboratory house management issues.

Given the similarity between areas of high gold anomalism identified throughout the Cape Three Points Concession, Noble intend to take a holistic approach with exploration, by characterising the ore zones and mineralisation for the district. This will be done through petrological, physical and spectral analysis, in order to better understand the “signatures” or “footprints” for mineralisation. The Company plans to complete:

• A comprehensive petrological study of selected drill core samples.

• A physical properties study of selected drill core samples of host rock and ore zone to assess potential for advanced geophysical methods such as EM and IP.

• A spectral study using PIMA or ASD spectrometers over selected rock samples to identify alteration signature to be followed up by a more comprehensive ASTER or airborne spectral study over the projects areas.

Some parts of the Cape Three Points Concession would benefit from surface sampling through soils and rock programs. The Company plans to conduct soil sampling and trenching to continue results from recent surveys, and to define new prospects. Results are then intended to be followed up with a two (2) year RC, and limited diamond, drilling program, with the objective of:

1. Delineating JORC-compliant resources at the Satin and Morrison Hill Projects, based on strike extent identified from previous drilling trenching and soil sampling: Satin

2. Drill 230m along strike of the main zone at 40m x 20m collar spacings, down to 100m (intention to define Indicated Resources)

3. Infill drilling along 1,730m of identified mineralised corridor and other potential zones, as identified from 3D modeling of historic data (intention to define Indicated Resources)

4. Evaluating the potential for resource definition of currently less developed prospects at Sefwi, and Nkoroba through follow up soil sampling, trenching and drilling based on previous exploration results

5. Identifying extensions to known deposits within the entire Cape Three Points Concession based on interpretation of Noble’s high resolution magnetic/ radiometric helicopter-borne survey, and

6. Defining new zones of mineralisation.

3.3.1 Estimate of General Drilling Costs

Noble estimates the following general costs associated with drilling:

• Mobilisation: $US5,000 ($AU5,300)

• Consumables: as per fixed schedule

• RC: Hourly rate of $US425 ($AU450.5); Up to 100m hole: $US48.5/m ($AU51.41)

• Core (HQ): Hourly rate: $US390 ($AU413.4); Up to 100m @ $US138/m ($AU146.28); 100-200m @ $US148/m ($AU156.88); 200m+ @ $US165/m ($AU174.9)

• Based on a $US to $AU exchange rate of 0.94 on 22/04/2008

3.3.2 First year RC drilling within Satin and Morrison Hill deposits

Noble intend to complete resource definition drilling in the first year at Satin and Morrison Hill. The Company further plans to complete extension drilling to the south of the main zone for approximately 25 lines at 20 x 80m line spacing, with 4 holes on each line, at 50m average depths.

3.3.3 Second year RC drilling within Satin and Morrison Hill deposits

Noble plans to complete second year RC drilling, intended as Resource definition infill drilling, as well as drilling new targets defined by Year 1 work. A total of about 6,500m is planned.

3.3.4 Second year diamond drilling within Satin and Morrison Hill deposits

Noble intends to complete diamond drilling in Year 2, with a total of around 500m planned.

Additional targets will be tested with in the order of 900m of diamond drilling.

Noble’s estimated budget to complete the proposed exploration is presented in Table 5.

Morrison

• Drill 1,220m of identified mineralised corridor with the intention to define Inferred Resources

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Table 5: Noble’s proposed exploration budget for Years 1 and 2 at Cape Three Points

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Activity Year 1 Year 2 Total
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GIS, data processing & reporting	40,000	18,000	58,000
Petrological, physical & spectral studies	13,750	-	13,750
Geophysical surveys & consultants	150,000	116,000	266,000
Re-assay old pulp	6,000	-	6,000
Soil sampling & trenching (assays included)	70,000	46,000	116,000
RC Drilling (resource & exploration; assays included)	465,000	464,000	929,000
Diamond drilling (geotech & exploration; assays included)	-	324,000	324,000
Resource studies	17,000	18,000	35,000
Geological wages & consultants	138,000	150,000	288,000
Infrastructure & access	12,000	12,000	24,000
License costs	23,000	17,500	40,500
Legal / Administration	115,250	114,500	229,750
Total	1,050,000	1,280,000	2,330,000

3.4 SRk COmmEnT

3.4.1 Satin Mine Area

The Satin area contains a zone of mineralisation which is defined by drilling, and extends for up to 100m along strike. This mineralised zone ranges from 2 to 3 meters in width (Figure 10). Available geological information from the area indicates that it is structurally complex, with at least two generations of cross-cutting and pervasive deformation evident within the host rocks. The geometry of the currently defined mineralisation is characterised by a strong NNW strike, and a steep to moderate ENE dip. Higher grade shoots within this mineralised zone define a moderate plunge towards the NNW, and historic underground mining records indicate that the overall trend of mineralisation is disrupted by zones of pinching and swelling, both along strike and down dip.

Drilling to the south of this mineralised zone was completed as a series of holes drilled to the west of defined trend, and as such, they have not adequately tested zones of potential mineralisation which may represent similar structural positions to that of the northern mineralised zone. The southern drilling has intercepted anomalous gold zones at shallower depths to that of the northern mineralisation, and may represent the upper part of a new mineralised zone which potentially extends further south. Given that the southern holes were drilled to the west of the northern mineralisation trend, the potential for gold at depth and to the east of these holes has not been tested. Such a position would be consistent with the geometry of the northern mineralised zone.

Given that the highest grade mineralisation within the northern zone plunges towards the NNW (Figure 8), within an overall NNW-striking structure, it is SRK’s opinion that simply drilling the structure along strike is not the most effective strategy for intersecting the highest grades within the shear zone. As such, prior to any further drilling at Satin, SRK recommends that a comprehensive structural model be developed, in order to determine the controls to high-grade shoot development within the Satin Mine shear zone. Despite the complexities with regards to the structural controls to mineralisation at Satin, historic records indicate that the area is highly prospective. It is SRK’s opinion that previous exploration in the area did not sufficiently resolve the controls to the distribution of mineralisation, and as such, the area warrants further exploration through additional drilling.

3.4.1 Morrison

Currently defined mineralisation at Morrison is distributed over two clearly defined trends (Figure 13A). The northern mineralised zone occurs as a series of at least three tabular lodes striking NNW, and dipping steeply towards the ENE. Lodes are ~2 – 6m wide, with the overall strike length defined for up to 300m along strike (Figure 13A). A southern mineralised zone also consists of at least three tabular lodes, but which strike broadly towards the northeast, and are sub-vertical to northwest or southeast dipping. Within both the northern and southern zones, mineralisation is manifest as massive quartz-sulphide veins up to 0.5m wide, as well as multiple centimetre-scale cross-

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cutting quartz-rich veins, all contained within a shear zone. However, the relationship between deformation in the host sequence, and the mineralised veins, is currently unresolved.

Previous interpretations of the mineralisation at Morrison were based on the premise that the overall system was NNW-SSE striking. This may be the case for the overall alteration system. However, modelling of the drilling data indicates that preferred orientations for mineralisation within the overall corridor may vary in strike by up to 70º. Given the two clearly differing orientations for the northern and southern zones, it is SRK’s opinion that the current drilling has not effectively tested the strike or down-dip continuity of either the northern or southern mineralised lodes. Specifically, the eastern northern lodes have not been tested for their continuity to the south, due to shallow drilling, and drilling which stops too far west of the defined trend. In addition, the southern lodes have not been tested along their newly interpreted trends, as the current drilling was planned for a NNW-SSE-trending system.

The mineralisation at Morrison is developed within a structurally complex corridor, which contains at least two different gold mineralisation trends. Current drilling has not sufficiently tested the strike and down-dip continuity of these trends. Mineralisation is clearly structurally controlled; however, the current relationship between the vein-hosted mineralisation and the structural setting is equivocal, and requires resolution in order to target specific gold trends within the overall deformation zone. Given the inadequacy of historic drill testing in the area, further drilling is warranted, within the context of a new structural model for the area.

3.4.3 Nkoroba

The Nkoroba area is only at the reconnaissance stage of exploration for Noble. It contains at least six sites of artisanal workings, and a subsequent soil sampling program by previous workers has delineated at least six anomalous clusters, which are largely centred around these workings. The anomalies define a northeast trend, which is similar to that expressed at other prospect sites within the Cape Three Points Concession, such as at Morrison. Extensive laterite cover potentially masks these anomalies to the northeast and therefore potentially the causative features to the anomalies may extend further towards the northeast, outside of the currently defined ~2km strike length for Au anomalism.

Given the early stage of development for the project, the controls to the Au anomalism have not been tested with drilling. Given the structural complexity of other Projects within the Concession overall, detailed field mapping is recommended prior to any advanced exploration such as drilling, in order to better understand potential hostrock controls to anomalism / mineralisation. Given the poor exposure for all areas under investigation with the Concession, the collection of high-detail geophysical data such as magnetics should be completed to assist with geological and structural interpretations. Specifically at Nkoroba, the lateral distribution of un-tested surface Au anomalism, in tandem with the extensive historic workings, indicate that more advanced exploration is justified.

3.4.2 Sefwi

Despite having been drilled, the Sefwi area is poorly understood from a geological and structural perspective. Very high grade intercepts in the drilling have not been correlated back to surface expressions of mineralisation within the laterite, and exposed in trenches. As such, it is SRK’s opinion that the area is under-explored in the context of a robust model for the development of gold-bearing vein systems. Given the structural complexity of the tenement as a whole, SRK recommends that the first phase of exploration following the capital raising should be focussed on developing a structural model for mineralisation. This could be achieved via the collation and interpretation of available soil geochemistry and drilling data, with high resolution magnetic data, which will need to be collected for the tenement as a whole.

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4 TumenTu concessIon

The Tumentu Concession (PL 2/316) is located in the Western Region of Ghana, approximately 221km from Accra, 21km southwest of the Tarkwa mine-site, and 22 km south of the Prestea mine-site (Figure 18). The Concession is 8.74km2 in size, and is positioned immediately along strike from the Salman-Anwia project area being explored by Adamus Resources, where a total resource of 1.6 million ounces has recently been reported (Adamus Resource website) Road access into the general area is south-west from Tarkwa, a distance of approximately 25km, or via Nkroful and Salman from the south for approximately 30km.

On completion of a successful IPO and satisfaction of the terms of an option agreement, Noble will hold the existing rights over the joint venture agreement with Obotan Minerals Company Limited (Ghana) to earn a 78% interest in the Tumentu Concession by spending US$170,000 on the Concession by October 2008. Obotan would retain a 10% interest in the joint venture up to a decision to mine, which at that time will be negotiated within the parameters of the joint venture agreement. The Republic of Ghana retains a maximum of 10% interest in the Project from this time.

4.1 gEOLOgy

The Tumentu area straddles the contact zone between dominantly basaltic/andesitic volcanic flows, and metamorphosed volcanoclastic sediments. It is located 1,000m to the west of an interpreted major north-south trending transfer zone, marking the boundary of Tarkwaian lithologies.

Concession, argillaceous sedimentary rocks, predominately phyllites and carbonaceous phyllites, are also mapped.

Fine-grained and clastic tuffaceous rocks occur often as float, and locally, the tuffs are sheared, micaceous and contain disseminated Fe-stained euhedral pseudomorphs of possibly arsenopyrite and/or pyrite. The stratigraphy generally strikes north-south, with variable dips between 35-88º towards either the east or west. The variable dip directions suggest that the rocks are folded.

Quartz occurs predominantly as float, with variably dipping quartz veins less than 2m wide, and veinlets (mm scale), identified often concordant to the foliation in the host rocks. Quartz-tourmaline veins and stockworks of tourmaline have been observed within andesite and Tarkwaian quartzite, respectively. Graphite, mica, and euhedral to anhedral disseminated Fe sulphides observed in the host rocks are interpreted to be hydrothermal alteration products, potentially related to structurally controlled gold mineralisation. Four old and active alluvial and elluvial gold workings have been located within the Tumentu licence. The workings consist of circular pits, and are believed to have been worked by both Indigenous People and Europeans.

Previous ground magnetic surveys have identified a number of elliptical-shaped high-magnetic bodies along the contact zone between the phyllitic and marine clastic rocks. It is interpreted that these features are intrusive rocks within a structurally complex zone, and may represent a pathway for fluid migration and potential mineralisation.

Two broad lithological units can be identified within the Concession, based on the compilation of magnetic data and field mapping by previous explorers. Regionally, metavolcanic and sedimentary rocks of Birimian age occur within the Concession (Figure 19). Locally, the western part of the Concession is characterised by high hills, and is predominantly composed of marine clastic sedimentary rocks. These rocks express a low magnetic response, and contrast sharply with the andesitic rocks in the eastern portion of the area. Along the northwest margin of the

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Figure 18: Location of the Tumentu Concession Located within the Salman Shear Zone approximately 22km along strike from the gold mine of Prestea. SRTM image draped over regional-scale geology. Modified after Bertram, 2001.

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4.2 PREviOUS WORk

Artisanal mining, typically by close-spaced circular pits over alluvial deposits, are common along the flat western portion of the Tumentu concession. Limited reconnaissance exploration programs were undertaken by the previous owners of the Concession, and consisted of soil geochemical analysis, evaluation of old workings, geological mapping, ground magnetic survey, and sampling (Agyemang, 2005).

A soil sampling program by Resolute in 2000 identified a corridor 380m wide and 1,500m along strike, with 100ppb+ Au in soil anomalies within the Tumentu concession (Figure 20). Several trenches were subsequently excavated to follow up on the soil sampling survey. The most significant trench profile intercepted an approximately 30m zone of vertically dipping auriferous quartz veins containing visible gold within a graphitic phyllite host. Many of these anomalous zones are along the margins of interpreted magnetic bodies, and most fall between the two magnetic trends suggesting an area of alteration between the interpreted intrusive units. There are a number of point source anomalies, notably in the southern portion of the corridor which, given the amount of quartz float, are probably auriferous quartz veins (Bertram, 2001).

A ground magnetic survey was completed along all of the geochemical crosslines, with spacing varied between 400m by 20m over the majority of the tenure, down to 100m by 20m in some areas. The ground magnetics highlighted lithological contrasts and a number of eliptical magnetic bodies were identified (Figure 21). Three broad lithological units are identified based on the magnetics and field mapping data, and which divide the area into the two terranes composed of metavolcano- sedimentary rocks to the east, and metasedimentary rocks to the west. It is along the contact zone between the phyllite and the volcanics to the east, and the phyllite and marine clastics to the west that the elliptical magnetic bodies occur. These may represent intrusive units using the lithological transition zones as a pathway, or areas of alteration for which fluid migration has been focused in the transition zone.

Some of the better gold grades occur around the margins of the magnetic bodies, and it is interpreted that the bodies may be intrusive units which have provided ground preparation in the form of ring fractures and subsequent gold mineralisation. This model is to be tested in future work by Noble.

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A B
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Figure 19: Fact (A) and interpreted geology (B) for the Tumentu Concession (modified after Bertram, 2001)

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Figure 20: Results of the soils program showing the location of anomalous zones relative to interpreted high magnetic responses

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Figure 21: Tumentu ground magnetic image with faults superimposed Yellow ellipse delineates zone of >100ppb Au.

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Table 6: Noble’s proposed exploration budget for Years 1 and 2 at Tumentu

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Activity Year 1 Year 2 Total
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GIS, data processing & reporting	11,600	-	11,600
Petrological, physical & spectral studies	14,000	-	14,000
Soil sampling & trenching (assays included)	35,000	23,000	58,000
Geophysical surveys & consultants	-	104,000	104,000
RC Drilling (infll & exploration; assays included)	198,000	198,000	396,000
Diamond drilling (geotech & exploration; assays included)	-	108,000	108,000
Resource studies	-	17,500	17,500
Geological wages & consultants	46,000	46,000	92,000
Infrastructure & access	11,500	12,000	23,500
License costs	17,500	17,000	34,500
Legal / Administration	56,400	59,500	115,900
Total	390,000	585,000	975,000

4.3 PROPOSEd ExPLORaTiOn

Noble plan a similar exploration strategy at Tumentu, as for what is proposed at Cape Three Points. Historic work in the area has delineated numerous zones of gold anomalism, which now require testing and sampling. As such, Noble will maintain a strong focus on trenching and drilling at Tumentu for Years 1 and 2.

Noble’s estimated budget to complete the proposed exploration is presented in Table 6.

4.4 SRk COmmEnT

The Tumentu concession has a number of favourable geochemical indicators suggesting the presence of elevated to anomalous gold. The area has been surveyed using geophysical and geochemical techniques; however, the interpretation of results from these surveys has been simplistic, and in SRK’s opinion, has not satisfactorily explained the source of gold anomalism for the area. Recent interpretation of geophysical data by Noble suggests the coalescence of numerous structures in the Tumentu concessions, which correlates with interpreted magnetic bodies and zones of gold anomalism. Such structural complexity and the relationship to mineralisation warrants further investigation through additional sampling and drilling of the area.

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5 bIndI bIndI lIcences

In Western Australia, Noble has applied for one Exploration Licence (E70/3295) and holds the right under agreement over a second Exploration Licence application (E70/3278) for a total of 381km2 within the Jimperding Igneous Complex (JIC) in the South West Mineral Field of Western Australia (Figure 22). The Licences are located 195 km northnortheast of Perth, and approximately 48 km east of Moora. Access is via the Great Northern Highway from Moora to the western portion of the tenements at Bindi Bindi (Figure 22). Access within the tenements is by well-maintained farming property tracks.

5.1 gEOLOgy

The tenements are located in a suite of Archean-aged rocks which extend from just south of York to north of Moora, a distance of more than 250 km (Figure 22). This Complex, comprises largely quartzite, metasedimentary gneisses, migmatites and intrusive mafic-ultramafic rocks in structurally complicated setting. The mafic-ultramafic rock types are very poorly exposed, which previously precluded conventional prospecting by rock-chip sampling. The Archean basement comprises quartz-feldspar-biotite gneiss, quartz-mica schist and coarse-grained metaquartzite. The mafic-ultramafic bodies strike north-northwest and dip 20º to 30 º towards the east.

Although laterite and soil cover most of this Complex, exploration to date has identified primary nickel-copper-iron (Ni-Cu-Fe) sulphide mineralisation at a number of locations within the Complex (Figure 22). Primary Platinum Group Elements (PGE) approaching economic concentrations have also been recorded in the area. As such, previous exploration demonstrates the potential of the Complex as prospective for both primary PGE and Ni-Cu-Fe sulphide mineralisation. This mineralisation style is primarily hosted by a maficultramafic suite within the JIC.

Although the immediate tenement area is also largely soil covered, there is evidence of underlying Archean metamorphic schists, gneisses and layered ultramafic rocks of the JIC, specifically, the Berkshire Valley Succession. This is based on the occurrence of rock types identified to the west of the project area, including ultramafic, granite, gneiss, pegmatite and dolerite.

5.2 PREviOUS WORk

Minor quarrying of asbestiform anthophyllite was completed west of Bindi Bindi, and most of the recorded exploration has largely been confined to the west of Noble’s Bindi Bindi Project (Maynard, 2005). For five months between 1997 and 1998, Stockdale Prospecting Ltd explored the Bindi Bindi Project area for diamond bearing ultramafic intrusions. One drill hole was completed, targeting a single magnetic anomaly. The hole intersected alternating serpentinised peridotite and quartz feldspar gneiss. No analysis for Ni or Cu was conducted.

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Figure 22: Location of the Bindi Bindi Licences and general geology of the JIC (Maynard, 2005)

Exploration for nickel sulphides by Poseidon in 1968 was localised west of Noble’s Bindi Bindi Project area. This comprised magnetic traverses, rock-chip sampling, auger soil sampling, deep auger drilling and, finally, percussion drilling to a maximum depth of 30m. Significant results from this work identified a copper-in-soil anomaly striking for 7 km to the north of the Bindi Bindi town site, with values of 580ppm Cu encountered against background values of <50ppm Cu (Maynard, 2005). Follow-up drilling of this anomaly returned above-background copper and nickel values up to 720ppm Cu and 1340ppm Ni (Maynard, 2005). A second anomalous zone, hosted in an inferred ultramafic horizon, contained a number of targets, of which only a few have been investigated by shallow drilling and surface sampling. The best result from surface sampling was 6.5 m averaging 0.83% Ni. Significant drilling results included 7.6m at 0.63% Ni, 6 m at 0.73% Ni and 20m at 0.58% Ni (Maynard, 2005). The lateral and along-strike potential of these anomalous ultramafic units remained untested when Poseidon discontinued exploration at Bindi Bindi, due to commitments following its nickel discovery at Windarra.

In 2000, Palladium formed a joint venture with Murchison to further investigate the area west of Noble’s Bindi Bindi

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Licences. Work completed comprised a literature review of past open file exploration data, together with a limited program of rock-chip sampling. Significant values included up to 4670 ppm Ni and 788 Cu (REF) which suggests the presence of ultramafic host rocks with the potential to host copper/nickel and possibly PGE mineralisation.

Based largely on the drilling by Stockdale Prospecting Ltd, Noble has interpreted that similar host rocks to those explored by Poseidon and Palladium west of their Bindi Bindi Licence, are located within its Licence.

5.3 PROPOSEd ExPLORaTiOn

These Licences are at a very early stage of development for Noble. Noble’s ground selection and exploration strategy in this area is based on the recognition that the Licences are located within a relatively unexplored metallogenic terrain. Noble are currently compiling a comprehensive GIS database over the JIC, in conjunction with a detailed literature research of past and present studies conducted over the project area.

A detailed exploration program and budget for expenditure will be furnished once the tenements are granted, and this is expected by the end of 2008.

In the view of rapidly advancing this Project once the Licences are granted, Noble intends to:

• Reprocess existing public domain magnetic, radiometric and gravity datasets

• Undertake a physical property study of in situ material to assess potential for advanced geophysical methods such as Electromagnetic and/or Induced Polarisation techniques

• Conduct a spectral study of surface material using PIMA or similar spectrometers to identify rock types and potential alteration signatures. This will be followed up by a more comprehensive ASTER or HyMap spectral study over the project area if sufficient exposure of primary rocks exists

• Conduct targeted geological mapping in accordance with magnetic data, high resolution imagery and local knowledge

• Undertake a soil sampling survey over targeted locations

• Follow-up with RC drilling program to investigate defined targets, and the prospectivity of ultramafic units for NiCu-PGE mineralisation.

5.4 SRk COmmEnT

The Bindi Bindi Licences are very early stage greenfields exploration Projects, which require significant exploration as listed in Section 5.3. The Projects are inherently prospective due to the occurrence of favourable host rocks for Ni-CuPGE mineralisation, as is evidenced by historic drilling both within and west of the Licence areas. However, given that the Licences are yet to be granted, this Project should be considered the lowest priority for Noble in the short term.

Table 7: Noble’s proposed exploration budget for Years 1 and 2 at Bindi Bindi

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Activity Year 1 Year 2 Total
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Data acquisition & re-processing	-	23,000	23,000
Geological mapping & sampling	-	35,000	35,000
Soil sampling & trenching (assays included)	-	35,000	35,000
Geophysical surveys & consultants	-	46,000	46,000
Geological wages & consultants	-	35,000	35,000
Infrastructure & access	-	12,000	12,000
License costs	17,000	17,000	34,000
Legal / Administration	6,000	22,000	28,000
Total	23,000	225,000	248,000

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

6 conclusIons

Noble has assembled a diversified portfolio of exploration projects focussing on the gold producing regions of Ghana, West Africa. The Ghanaian assets cover almost 88km2 of tenure where Noble intends to apply the latest conceptual geological models and exploration strategies and methods, implemented to date in Australia, to these relatively under explored, highly gold prospective regions. In addition, Noble also has exposure to regions in Western Australia with potential for Ni-Cu-PGE mineralisation via two pending Exploration Licence Applications covering 381km2 within the Jimperding Igneous Complex (JIC) in the South West Mineral Field.

It is SRK’s view that Noble presents a diversified portfolio of Projects, with a balance of moderate and higher risk exploration Projects. The Ghana assets represent an appropriate mix of greenfields exploration Projects at various stages of development, and provides the Company exposure to numerous projects within an under-explored geological terrane which is noted to host multiple deposits of similar genetic style, but within different rock types.

The Western Australian Bindi Bindi Licences are at very early stage greenfields exploration stage and given that the Licences are yet to be granted, this Project should be considered lower priority.

The mineral tenements secured by Noble are all considered to be “exploration projects”, which are inherently of a speculative nature. Nevertheless, Noble has and will acquire the mineral tenements on the basis of sound geological concepts and technical merit. Each is considered to be prospective to varying degrees for gold and Ni-CuPGE mineralisation respectively. In SRK’s opinion further exploration is justified at the budgetary levels proposed by Noble.

A total budget of $3,553,000 has been allocated to exploration programs for the Noble Licences (Table 8), which should be sufficient to complete the exploration programs presented by the Company. Further, it is SRK’s opinion that the business objectives of Noble are closely aligned to the work program outlined by the Company in the exploration budget.

Table 8: Exploration Budget Summary for Years 1 and 2

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----- Start of picture text -----

Project Expenditure Year 1 Year 2 Total
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Cape Three Points (Ghana)	1,050,000	1,280,000	2,330,000
Tumentu (Ghana)	390,000	585,000	975,000
Bindi Bindi (WA)	23,000	225,000	248,000
Total	1,463,000	2,090,000	3,553,000

PROSPECTUS noble mIneral resources lImITed

INDEPENDENT TECHNICAL ASSESSMENT REPORT

7 references

Ageyamang, K., 2005. Field visit to the Tumentu Prospect, Western Region, Ghana. Report to Obotan Minerals Ltd. July 2006.

Bertram, D. A., 2001. Tumentu Gold Project: Report on work undertaken by Resolute Limited on behalf of Obotan Minerals Company Limited during the Fourth Quarter 2000. Internal Company Report, January 2001

Eliyahu, A., 2007. Noble Mineral Resources Limited. Exploration Projects Overview. Internal Report, Noble Mineral Resources Limited. September 2007.

Griffis R., 1994. 4th Quarter 1994 Report on the Consolidated Minerals Concession, Cape three Points, Western Region, Ghana, p 2.

Griffis R., Flach G., and West D., 1995. 1994-1995 Preliminary exploration program in the Consolidated Minerals Prospecting Concession, Cape Three Points Area, Western Region, Ghana, p.41.

Groves, D.I., Goldfarb, R.J., Gebre-Mariam, M., Hagemann, S.G., and Robert, F., 1998. Orogenic gold deposits: A proposed classification in the context of their crustal distribution and relationship to other gold deposit types. Ore Geology Reviews, 13: 7-27.

Groves, D.I., 1993. The crustal continuum model for lateArchean lode-gold deposits of the Yilgarn Block, Western Australia, in Kerrich, R., (ed.), Western Australian Gold Deposits. Mineralium Deposita 28, pp. 366-374.

Groves, D.I., Knox, R.C.M., Ho, S.E., and Rock, N.M.S., 1990. An overview of Archean lode-gold deposits, in Ho, S.E., Groves, D.I., and Bennett, J.M., (eds.), Gold Deposits of the Archean Yilgarn Block, Western Australia; nature, genesis and exploration guides. University of Western Australia, Publication 20: 2-18.

Groves, D.I., Barley, M.E., and Ho, S.E., 1989. Nature, genesis, and tectonic setting of mesothermal gold mineralisation in the Yilgarn Block, Western Australia, in Keays, R.R., Ramsay, W.R.H., and Groves, D.I., (eds.), The Geology of Gold Deposits; the perspective in 1988. Economic Geology Monographs 6, pp. 71- 85.

Kerrick, D.M., 1974, Review of metamorphic mixedvolatile (H2O-CO2) equilibria. American Mineralogist, v 59, pp729-762.

King, C.M., 2000. A summary of gold prospects on the lapidary-impact (Consmin) Concession, Western region Ghana. Internal Report, Axim Limited. December 2000.

King, C.M., 2001a. Summary of RC drilling (Phase 1) undertaken at the Satin Mine prospect, Consmin licence, Ghana. Internal Report, Axim Limited. January 2001.

King, C.M., 2001b. Progress Report on the exploration undertaken at the Satin Mine (Phase 2), Consmin licence, Ghana. Internal Report, Axim Limited. June 2001.

King, C.M., 2002a. Progress Report on the exploration (Phase 1) undertaken at the Sefwi prospect,

Consmin licence, Ghana. Internal Report, Axim Limited. February 2002.

King, C.M., 2002b. Summary of drilling (Phase 2) undertaken at the Sefwi prospect, Consmin licence, Ghana. Internal Report, Axim limited. March 2002.

King, C.M., 2002c. Summary of the drilling program (Phase 3) undertaken at the Satin Mine, Consmin licence, Ghana. Internal Report, Axim Limited. May 2002.

King, C.M., 2004. Exploration undertaken on the lapidary and impact prospecting licences in the Ahanta West District, Western Region. Licence renewal Report for the period 31 July 2001 to 21 August 2004.

King, C.M., 2005a. Report on the drilling program undertaken at the Morrison prospect (Phase 1), Consmin licence, Ghana. Internal Report, Axim Limited. August 2005.

King, C.M., 2005b. Report on the drilling program undertaken at the Satin (south) prospect (Phase 1), Consmin licence, Ghana. Internal Report, Axim Limited. October 2005. King, C.M., 2006a. Consmin licence Annual Report 2005. Internal Report, Consmin Limited. February 2006.

King, C.M., 2007a. Annual Report – 2006. Lapidary and impact licence (Consmin), Cape Three Points, Western region, Ghana. Axmin Limited, March 2007.

King, C.M., 2007b. Soil sampling program at the Nkoroba prospect, Consmin licence, Cape Three Points, Ghana. Internal Report, Axim Limited. March 2007.

King, C.M., 2007c. Consolidated Minerals Ltd. Exploration undertaken on the lapidary and impact prospecting licences in the Ahanta East District, Western Region. Licence renewal Report for the period 24 March 2005 to 1 March 2007. Lunn, J.W., 1933. Area north of the Pra-Anum confluence. Annual Report Geological Survey 1932-1933.

Marshall, S., 2002 Morrison Hill, Cape Three Points licence, Ghana. Mapping, soil sampling program – NovemberDecember 2001. Internal Report, Axim Limited. January 2002. Noble Mineral Resources, 2007. Noble Mineral Resources Projects Overview. Cape Three Points, Tumentu, Bindi Bindi. Preliminary geological review. Confidential Presentation, 1st September 2007.

Schmidt, F., and Selfe, G., 2000. Consolidated Minerals Licence – Western Region Ghana. Prospecting Licence Terminal Report.

Maynard, A., 2005. Independent geologists Report included in the Washington Resources prospectus.

Milési, J.P., Ledru, P., Feybesse, J.L., Dommanget, A., and Marcoux, E., 1992. Early Proterozoic ore deposits and tectonics of the Birimian orogenic belt, West Africa. Precambrian Research, 58: 305-344.

Milési, J.P., Feybesse, J.L., Ledru, P., Dommanget, A., Ouedraogo, M.F., Marcoux, E., Prost, A., Vinchon, C., Sylvain, J.P., Johan, V., Tegyey, M., Calvez, J.Y., and Lagny, P., 1989. West African gold deposits in their Lower Proterozoic lithostructural setting. Bureau de recherches géolojiques et miniéres, Orléans, 96 p.

Pigois, J. P., 2003, The Damang gold deposit, Ghana: A Paleoproterozoic orogenic gold deposit overprinting weak tarkwa-type paleoplacer mineralisation. Unpublished Phd thesis. University of Western Australia.

Williams, E.K.E., 1984. Report on the Ainibac Concession, Cape Three Points Area (Extracted by Prof. E.K.E. Williams from 1902 Mining Manual), p 1.

noble mIneral resources lImITed PROSPECTUS

INDEPENDENT TECHNICAL ASSESSMENT REPORT

8 glossary

ASTER	Advanced Spaceborne Thermal Emission	Electromagnetic	Traverses carried out along equally spaced
	and Refection Radiometer	Survey	lines that input an electrical feld to the
Aeromagnetic Survey Aircore Drilling	Traverses carried out along equally spaced lines that measure the strength of the earth’s magnetic feld. Rotary drilling technique in which sample is returned to surface inside the rod string	Fe	ground, and measure the measure the changes in the earth’s magnetic feld at different times after the application of the electrical feld. Symbol for the chemical element iron.
	by compressed air.	Felsic Intrusive	A generally fnely crystalline or glassy
Alluvium	A general term for unconsolidated material deposited during comparatively recent geologic time by a stream or other form of running water.		igneous rock having abundant light- coloured minerals (quartz, feldspar, muscovite) resulting from volcanic action at or near the surface of the earth.
Anomaly	A departure from the expected norm. In mineral exploration this term is generally applied to either geochemical or geophysical values higher or lower than	Gabbro	A group of dark-coloured, basic intrusive igneous rocks composed principally of basic plagioclase and clinopyroxene with or without olivine and orthopyroxene.
	the norm.	Garnet	A group of minerals of formula
Au	Symbol for the chemical element gold.		A3B2(SiO4)3 (where A= Ca, Mg, Fe+2 and Mn+2 , and B= Al, Fe+3, Mn+3,
Boxwork	A honeycomb textured pattern developed commonly within quartz as a result of the retrogressive weathering or alteration of pre-existing cubic minerals.		V+3, and Cr), and occurs as an accessory mineral in a wide range of igneous rocks, but is most commonly found as a distinctive mineral in metamorphic rocks
Breccia	A coarse-grained clastic rock composed		and skarn.
	of angular broken rock fragments held together by a mineral cement or in a fne- grained matrix.	Granite	A plutonic rock in which quartz constitutes 10 to 50 percent of the felsic components and in which the alkali
Calc-silicate Rock	A rock containing mainly calcium-bearing		feldspar / total feldspar ratio is generally
	silicate minerals such as diopside and		restricted to the range of 65 to 90%.
	wollastonite.	Hematite	An oxide mineral with the general
Carboniferous	A geological period of time from 362 to		formula alpha Fe2O3.
	291Ma.	Ma	A symbol for millions of years before the
Chalcopyrite	A brass-yellow tetragonal mineral		present time.
Chert	generally found in a massive form, and constitutes an important ore of copper. Chemical composition of CuFeS2. A hard, extremely dense or compact, dull to semi-vitreous, microcrystalline	Mo Magma	Symbol for the chemical element molybdenum. Naturally occurring mobile rock material, generated within the Earth and capable of intrusion or extrusion, from which
	or cryptocrystalline rock consisting of interlocking crystals of quartz less than about 30 microns in diameter.		igneous rocks are thought to have been derived through solidifcation and related processes.
Conglomerate	A coarse-grained clastic sedimentary rock, composed of rounded to subangular	Magnetite	An oxide mineral with the general formula Fe2+Fe3+2O4.
Devonian	fragments larger than 2mm in diameter, set in a fne grained matrix. A geological period of time from 418 to	Massive sulphide	Sulphide mineralisation where a large number of sulphide grains are in contact with each other.
Disseminated	362Ma. Sulphide mineralisation where sulphide	Mesoproterozoic	A geological period of time from 1600 to 1000Ma
sulphide	grains are dispersed widely between other
	mineral grains in the rock.

PROSPECTUS noble mIneral resources lImITed

INDEPENDENT TECHNICAL ASSESSMENT REPORT

Metamorphism	The mineralogical, chemical and structural	Schist	A strongly foliated crystalline rock,
	adjustment of solid rocks to physical and		formed by dynamic metamorphism, that
	chemical conditions which have generally		can be readily split into thin fakes or slabs
	been imposed at depth below the surface		due to the well developed parallelism of
	zones of weathering, and which differ		more than 50% of the minerals present,
	from the conditions under which the		particularly those of lamellar or elongate
	rocks in question originated.		prismatic habit (eg. muscovite).
Monzonite	A group of plutonic rocks intermediate in	Sericite	A mineral with the general formula KAl2[]
	composition between syenite and diorite,		AlSi3O10(OH)2
Na	containing approximately equal amounts of alkali feldspar and plagioclase, little or no quartz, and commonly augite as the main mafc mineral. Symbol for the chemical element sodium.	Shear zone Silurian	A tabular zone of rock that has been crushed and brecciated by many parallel fractures due to shear strain. A geological period of time from 443 to 418Ma.
Neoproterozoic	A geologic period of time from 1000 to 542Ma	Slate	A compact, fne-grained metamorphic rock that possesses slaty cleavage and
P	Symbol for the chemical element		hence can be split into slabs and thin
	phosphorous.		plates.
Pb	Symbol for the chemical element lead.	Sodic	Containing predominantly sodium (Na)
Paleozoic	A geological period of time from 543 to		bearing mineral phases.
	251Ma.	Strike-slip fault	A fracture or a zone of fractures along
Paleoproterozoic	A geological period of time from 2500Ma to 1600Ma		which there has been displacement of the sides relative to one another and parallel to the strike trend of the fault.
Pelite Permian	An aluminous metamorphosed sedimentary rock. A geological period of time from 290 to	Suture	A zone that marks the boundary between two crustal blocks that were once widely separated, often on different plates. The
	251Ma.		presence of a suture implies that oceanic
Phanerozoic	A geological period of time from 543 Ma		lithosphere once existed between the two
	to the present day.		blocks.
PIMA	A feld portable, infrared spectrometer that operates in the SWIR (Short Wave	Thrust fault	A fault with a dip of 45 degrees or less over much of its extent with overriding
	InfraRed) range of the electromagnetic		movement of one crustal unit over
	spectrum for the analysis of mineral and		another.
	vegetation species.	Ultramafc Rock	Igneous rocks with no free quartz and
Potassic	Containing predominantly potassium (K)		generally very little feldspar.
	bearing mineral phases.	Unconformity	A substantial break or gap in the geologic
Proterozoic	A geological period of time from 2500 to		record where a rock unit is overlain by
	550Ma.		another that is not next in stratigraphic
Psammite	A metamorphic derivative of a clastic sedimentary rock composed of sand-sized particles.		succession, such as an interruption in the continuity of a depositional sequence of sedimentary rocks or a break between eroded igneous rocks and younger
Pyrite	A pale-bronze to yellow isometric mineral		sedimentary strata.
	with a chemical composition of FeS2.	Weathering	The process of alteration of fresh rock at
Pyroxene	A group of dark rock-forming minerals,		the earth’s surface.
	closely related in crystal form and
	composition and having the general
	formula ABSi2O6 (where A= Ca, Na, Mg or
	Fe+2, and B= Mg, Fe+3, Fe, Cr, Mn, or Al
	with silicon rarely replaced by aluminium.

A strongly foliated crystalline rock, formed by dynamic metamorphism, that can be readily split into thin flakes or slabs due to the well developed parallelism of more than 50% of the minerals present, particularly those of lamellar or elongate prismatic habit (eg. muscovite).

noble mIneral resources lImITed PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

6. InvesTIgaTIng accounTanT’s reporT

15 May 2008

The Directors

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Noble Mineral Resources Limited Suite 5, 100 Mill Point Road SOUTH PERTH WA 6151

Dear Sirs

RE: invESTigaTing aCCOUnTanT’S REPORT

1. Introduction

This report has been prepared at the request of the Directors of Noble Mineral Resources Limited (“Noble” or “the Company”) for inclusion in a Prospectus to be dated on or around 16 May 2008 (“the Prospectus”) relating to the proposed issue by Noble of 10,000,000 shares to be issued at a price of 20 cents per share to raise $2,000,000. The Company reserves the right to accept oversubscriptions for a further 5,000,000 shares to raise a further $1,000,000.

2. Basis of Preparation

This report has been prepared to provide investors with information on historical results, the balance sheet of Noble and the pro-forma balance sheet of Noble as noted in Appendix 2. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporation Act 2001. This report does not address the rights attaching to the securities to be issued in accordance with the Prospectus, nor the risks associated with the investment. Stantons International Securities Pty Ltd has not been requested to consider the prospects for Noble, the securities on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Stantons International Securities Pty Ltd accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Section 9 of the Prospectus.

3. Background

Noble was incorporated on 13 April 2007 as Noble Mineral Resources Pty Ltd with an issued capital of one share of $1. It changed its status to a public company and its constitution in September 2007 and is now known as Noble Mineral Resources Limited. To 3 April 2008, the Company issued 216,030,000 shares at 0.001 cents each to various promoters, 11,970,000 shares at 0.355 cents each and 26,000,000 shares at 2 cents each to seed investors to raise a gross $564,661. The shares were subsequently consolidated on a 1 for 4 basis in April 2008 so that the post consolidated shares totalled 63,500,000 before new capital raisings.

The Company entered into an Share Subscription Agreement on 16 April 2008 with Global Gold Holdings Limited (“Global”) and a subsequent letter of variation dated 12 May 2008 whereby Global agreed to subscribe for 25,000,000 shares at 4 cents each, 5,000,000 shares at 10 cents each and 5,000,000 shares at 20 cents each (as part of the initial public offering pursuant to the Prospectus) (a total subscription of $2,500,000 of which $1,500,000 has been received). Pursuant to a Loan Agreement between Noble and Global of April 2008, on Noble achieving an Australian Securities Exchange (“ASX”) listing, Global will advance (loan) $2,000,000 to Noble by way of loan funds. The loan will be secured against the assets and undertakings of Noble and the term will be for five years. Repayment of the loan is from 7.5% of sales of gold or any other minerals during the term of the loan to a maximum of $5,000,000. Global has the right (subject to necessary approvals) at set times during the term of the loan, to convert the outstanding balance of the loan to share equity in Noble at an issue price of the higher of 20 cents or the five day weighted average share price of Noble shares listed on ASX less 10%. Any outstanding balance at the end of the term will be repaid by Noble as to a maximum of $2,000,000 in cash and the balance (maximum of $3,000,000) in share equity in Noble (subject to the necessary approvals) at an issue price of 20 cents per share.

In April and May 2008, the Company issued a further 28,750,000 post consolidated shares at 0.001 cents each to new promoters to raise a gross $287.50 and issued 8,000,000 shares at 10 cents each to seed investors (including 5,000,000 to Global as noted above) of the Company to raise a gross $800,000. Thus, as at 15 May 2008, the number of shares on issue totalled 125,250,000.

PROSPECTUS noble mIneral resources lImITed INVESTIGATING ACCOUNTANT’S REPORT

On 31 July 2001, Axmin Limited (“Axmin”) entered into a joint venture agreement (“Cape Three Points Joint Venture Agreement”) with Consolidated Minerals Limited (“Consmin”) pursuant to which Consmin granted Axmin the right to acquire an interest in the Cape Three Points Concession owned by Consmin located in Ghana.

Axmin has the right to progressively acquire up to an 80% interest in the joint venture during the earn-in period (defined as that period of time from the date the Cape Three Points Joint Venture Agreement is signed by the parties until the delivery to the parties of a bank feasibility study undertaken by Axmin or an Axmin associate) as follows:

• by spending US$500,000 on exploration to earn a 55% interest;

• by spending an additional US$100,000 to earn an additional 10% interest; and

• by delivering a bankable feasibility study at any time on any one mineral occurrence within the joint venture area (BFS) to immediately increase its interest to 80%.

Axmin and Consmin will incorporate a joint venture company (“Cape Three Points Joint Venture Company”) after Axmin has delivered a BFS to Consmin to increase its beneficial interest in the joint venture to 80%.

The initial shareholding in the Cape Three Points Joint Venture Company will be:

• Axmin: 72% • Consmin: 18% • Republic of Ghana: 10%

The parties’ participating interests and liability for ongoing exploration and project development expenditure will be:

• Axmin: 80% • Consmin: 20%

In consideration for the sole and exclusive right to earn a beneficial interest in the Cape Three Points Concession, Axmin must sole fund exploration expenditure on the joint venture area from the commencement of the Cape Three Points Joint Venture Agreement until the incorporation of the Cape Three Points Joint Venture Company. All rights, title and interest in the Cape Three Points Concession are held by Consmin and will be transferred to the Cape Three Points Joint Venture Company upon its incorporation. Axmin is entitled to assign its rights (and any beneficial interest earned) under the Cape Three Points Joint Venture Agreement to a third party, subject to pre-emptive right in favour of Consmin.

By an agreement entered into on 20 February 2008 between Axmin, Ausgold Ghana Limited (“Ausgold”) and the Company, Axmin agreed to grant an exclusive option (“Option”) to the Company to acquire the whole of Axmin’s

rights, interests and obligations in and to the Cape Three Points Joint Venture (“Axmin Joint Venture Interest”) (“Cape Three Points Heads of Agreement”). The Company agrees to pay Axmin US$1 in consideration for the grant of the Option. In addition, if the Company exercises the Option, the Company must allot and issue Shares to Axmin to the value of US$550,000 on the date of allotment and issue of Shares under the Offer (“Closing”). This part of the agreement was subsequently altered so that 3,000,000 shares would be issued at 20 cents per share. The Company is entitled to exercise the Option by giving written notice to Axmin on or before 30 June 2008 so long as the Company is admitted for quotation of its shares on ASX. The Company and/or Ausgold have spent a minimum of US$40,000 on exploration expenditure on the Cape Three Points Tenements every 3 months (or a pro rata amount if the Closing Date occurs prior to the end of any such 3 month period) commencing on and from 1 February 2008 until the Closing Date. The Company repays on the Closing Date in cash all licence or joint venture related fees expended by Axmin between 18 August 2007 and the Closing Date and the Company has complied with all reporting obligations in respect of exploration activities and expenditure. The Company must pay Axmin 1.5% of the gross smelter returns from the disposition of concentrates derived from ore mined from the Cape Three Points Concession and milled or concentrated by Ausgold and/or the Company.

Pursuant to a letter agreement executed on 6 May 2008, the Company, Obotan Minerals Company Limited (“Obotan”) and Mr Wayne D Norris (“Norris”) agree the in principle terms of a Joint Venture Agreement (“Tumentu Joint Venture Agreement”) in respect of the Tumentu Prospecting Licence 2/316 and any extension, renewal or substitution thereof (“Tumentu Concession”). The Company is entitled to earn an interest in the Tumentu Concession by expending US$170,000 (Expenditure) on or before October 2008 (“Expenditure Date”) on exploration on the Tumentu Concession (“Earn-in Right”). The Company has already expended US$170,000 on the Tumentu Concession to date (pursuant to the terms of a superseded agreement).

Accordingly, the Company must incur a further US$170,000 following receipt of:

• approval of the extension of the Tumentu Concession for a further 12 months; and

• ministerial consent to the Transfer of the Tumentu Concession to a newly incorporated joint venture company (Tumentu Joint Venture Company).

Following completion of the Expenditure and the Transfer, the Company must lend the Tumentu Joint Venture Company all funds required to pay for any further expenditure. The Expenditure, the consideration payable to Obotan for the Transfer and any other expenditure incurred

noble mIneral resources lImITed PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

6. InvesTIgaTIng accounTanT’s reporT (cont)

by the Company constitutes a debt owed by the Tumentu Joint Venture Company to Noble.

Subject to the Transfer taking place and the Company incurring the Expenditure, the Company, Obotan and Norris will each be allotted and issued shares in the Tumentu Joint Venture Company in the following proportions:

Noble: 86.5% Obotan: 11.25% Norris: 2.25%

In consideration for the grant by Obotan of the Earn-in Right, the Company must pay Obotan US$70,000 in two tranches. The Company is entitled to transfer the whole or part of its beneficial interest in the Tumentu Concession to a financially and technically competent assignee at any time on or before the Expenditure Date, subject to the receipt of Obotan’s prior written consent and ministerial approval.

On 20 September 2007, the Company entered into an agreement (“Bindi Bindi West Agreement”) with Mr Ian Wallace (“Wallace”) in respect of the Bindi Bindi West application E70/3278 (“Bindi Bindi West Tenement”) by which Wallace agrees to assign his interest in the Bindi Bindi West Tenement to the Company upon the grant of the application by the Western Australian Department of Industry and Resources (“DoIR”). In consideration for the Transfer, Wallace received 2,000,000 shares in Noble upon execution of the Bindi Bindi West Agreement. The Company must expend a minimum of $75,000 on the Bindi Bindi West Tenement and in any event not less than the minimum expenditure requirement set by the DoIR. Wallace is entitled to a 5% gross smelter royalty from proceeds derived from production for the later of the life of the mine or the product. The Company must bear all losses relating to the Bindi Bindi West Tenement. The Company must reimburse any licence or joint venture related fees incurred by Wallace in respect of the Bindi Bindi West Tenement on and from 20 September 2007.

The Company has entered into an Employment Agreement with Norris to act as the managing director of Noble for a term of three years effective on Noble achieving an ASX listing. The first year’s fee is $185,000 plus 9% statutory superannuation. Norris is also to be provided with a fully maintained motor vehicle and will be offered share options in the Company based on performance criteria agreed from time to time. The Company has entered into a Company Secretarial Services Agreement with Townshend York Pty Ltd to provide secretarial services to the Company effective from ASX listing at an agreed first year rate of $5,500 plus GST per month.

Potential investors should read the Prospectus in full that includes an Independent Technical Assessment Report. We make no comments as to ownership or values of the current and proposed mineral tenement interests of Noble. Further details on all significant contracts entered into by the Company since incorporation are referred to in the Material Contracts Section 10.1 of the Prospectus.

4. Scope of Examination

You have requested Stantons International Securities Pty Ltd to prepare an Investigating Accountant’s Report on:

• a) The results (income statement) of Noble from incorporation to 31 March 2008;

• b) The balance sheet of Noble as at 31 March 2008; and

• c) The pro-forma balance sheet of Noble at 31 March 2008 adjusted to include funds to be raised by the Prospectus and the completion of transactions referred to in note 2 of Appendix 3.

All of the financial information referred to above has not been audited however has been subject to audit review. The Directors of Noble are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have however examined the financial statements and other relevant information and made such enquiries, as we considered necessary for the purposes of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly, we do not express such an opinion. Our examination included:

• a) Discussions with Directors and other key management of Noble;

• b) Review of contractual arrangements;

• c) A review of publicly available information; and

• d) A review of work papers, accounting records and other documents.

5. Opinion

In our opinion, the pro-forma balance sheet as set out in Appendix 2 presents fairly, the pro-forma balance sheet of Noble as at 31 March 2008 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of assumptions and transactions set out in Appendix 3. No opinion is expressed on the historical results and balance sheets, as shown in Appendix 1, except to state that nothing has come to our attention which would require any further modification to the financial information in order for it to present fairly, the balance sheets as at 31 March 2008 and the results of the period identified.

PROSPECTUS noble mIneral resources lImITed INVESTIGATING ACCOUNTANT’S REPORT

To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 31 March 2008 that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

6. Other Matters

At the date of this report, Stantons International Securities Pty Ltd or Stantons International do not have any material interest in Noble either directly or indirectly, or in the outcome of the Offer. Stantons International, a firm that is related to Stantons International Securities Pty Ltd were appointed as auditors of Noble on 30 August 2007. Stantons International Securities Pty Ltd and Stantons International were not involved in the preparation of any other part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus.

Stantons International Securities Pty Ltd consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

STANTONS INTERNATIONAL SECURITIES PTY LTD

J P van Dieren FCA Director

noble mIneral resources lImITed PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

6. InvesTIgaTIng accounTanT’s reporT (cont)

aPPEndix 1 – UnaUdiTEd inCOmE STaTEmEnT

			13 April 2007 to 31 March 2008 $
Interest income General and administration costs Consulting costs Interest Rent International travel and other costs Net (loss) before tax Income tax expense attributable to net loss Net (loss) after tax aPPEndix 2 – UnaUdiTEd baLanCE ShEETS			1,029 (24,911) (80,359) (3,600) (16,050) (23,509)
			(147,400) -
			(147,400)
Note	31 March 2008 $		Pro-forma 31 March 2008 $
Current Assets Cash assets 3 Receivables 4 Prepayments 4 Total Current Assets Non Current Assets Capitalised exploration costs 5 Rental bond Total Non Current Assets Total Assets Current Liabilities Trade and other payables 6 Total Current Liabilities Non Current Liabilities Secured loan owing to Global 7 Total Non Current Liabilities Total Liabilities Net Assets Equity Issued capital 8 Accumulated losses 9 Total Equity	98,649 9,958		5,500,789 -
	91,815		-
	200,422		5,500,789
	172,267 2,500		772,267 2,500
	174,767		774,767
	375,189		6,275,556
	122,409		-
	122,409		-
	-		2,000,000
	-		2,000,000
	122,409		2,000,000
	252,780		4,275,556
	400,180 (147,400)		4,497,956 (222,400)
	252,780		4,275,556

Notes to and forming part of the unaudited income statement and unaudited balance sheets are set out in Appendix 3

PROSPECTUS noble mIneral resources lImITed INVESTIGATING ACCOUNTANT’S REPORT

aPPEndix 3

NOTES TO THE UNAUDITED INCOME STATEMENT AND BALANCE SHEETS

1. Statement of Significant Accounting Policies

(a) Basis of Accounting

The unaudited Income Statement and unaudited Balance Sheets have been prepared in accordance with applicable accounting standards, the Corporations Act 2001 and mandatory professional reporting requirements in Australia (including the Australian equivalents of International Financial Reporting Standards) and we have made such disclosures as considered necessary. They have also been prepared on the basis of historical cost and do not take into account changing money values. The accounting policies have been consistently applied, unless otherwise stated.

(b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantially enacted as at balance date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxation profit or loss. Deferred income tax assets are recognised to the extent that it is probable that the future tax profits will be available against which deductible temporary differences will be utilised. The amount of the benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in the income taxation legislation and the anticipation that the economic unit will derive sufficient future assessable income to enable the benefits to be realised and comply with the conditions of deductibility imposed by law.

(c) Exploration, Evaluation and Development Expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant

area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. 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. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits.

Such costs have been determined using estimates of future costs, current legal requirements and technology on a undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(d) Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value, less where applicable, any accumulated depreciation and impairment losses. The carrying amount of the plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employed and their subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amounts.

Depreciation

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The asset’s residual value and useful lives are reviewed and adjusted if appropriate, at each balance sheet date.

An asset’s carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than the estimated recoverable amount. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(e) Trade and other accounts payable

Trade and other accounts payable represent the principal amounts outstanding at balance date, plus, where applicable, any accrued interest.

noble mIneral resources lImITed PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

6. InvesTIgaTIng accounTanT’s reporT (cont)

(f) Recoverable Amount of Non Current Assets

The carrying amounts of non-current assets are reviewed annually by Directors to ensure they are not in excess of the recoverable amounts from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employed and subsequent disposal. The expected net cash flows have been or will be discounted to present values in determining recoverable amounts.

(g) Operating Revenue

Revenue represents interest received and reimbursements of exploration expenditures.

(h) Issued Capital

Ordinary Shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(i) Employment Benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave.

Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

(k) Share Based Payments

The Group provides benefits to employees (including Directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equitysettled transactions”). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using Black-Scholes or Binomial option pricing models.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognised for equitysettled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

(j) Critical accounting estimates and judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

PROSPECTUS noble mIneral resources lImITed

INVESTIGATING ACCOUNTANT’S REPORT

1. Actual and Proposed Transactions to Arrive at Proforma Unaudited Balance Sheet

• Actual and proposed transactions adjusting the 31 March 2008 unaudited Balance Sheet of Noble in the pro-forma consolidated Balance Sheet of Noble are as follows:

• (a) The issue of 3,374,400 shares at 2 cents each on a pre consolidation basis to raise a gross $67,488;

• (b) The consolidation of shares on a 1 for 4 basis so that the number of shares on issue reduces from 254,000,001 to 63,500,000;

• (c) The issue of 25,000,000 shares at 4 cents each (post consolidated) to Global to raise a gross $1,000,000;

• (d) The issue of 28,750,000 shares to promoters to raise $287.50 and the issue of 8,000,000 ordinary shares to seed investors to raise a gross $800,000;

• (e) The issue of 10,000,000 shares pursuant to the Prospectus at 20 cents each to raise a gross $2,000,000 ($1,000,000 will be from Global);

• (f) The payment of further capital raising costs estimated at $278,185 and the expensing of prepaid capital raising costs of $91,815 and expensed against share equity (total capital raising costs of $370,000);

• (g) The borrowing of $2,000,000 from Global subsequent to listing on the ASX that requires a repayment of $5,000,000 pursuant to a loan agreement;

• (h) The repayment of accounts payable at 31 March 2008 totalling $122,409;

• (i) The incurring of further administration costs of $75,000 and the collection of receivables of $9,958; and

• (j) The issue of 3,000,000 shares at 20 cents per share ($600,000 consideration) to acquire an interest in the Cape Three Points Project.

Note 2	Unaudited 31 March 2008 $	Unaudited Pro-forma 31 March 2008 $
3. Cash Assets The movements in cash assets are as follows: Unaudited 31 March 2008 Capital raising (a) Capital received from Global (c) Promoter and seed capital raisings (d) Issue of shares pursuant to the Prospectus (e) Prospectus issue costs (f) Borrowings from Global (g) Repayment of payables (h) Administration costs/Receivables collected (i) 4. Receivables and Prepayments GST receivable/other Prepayments Less: offset against issued capital (f) Less: Received (i)
	98,649 - - - - - - -	98,649 67,488 1,000,000 800,288 2,000,000 (278,185) 2,000,000 (122,409) (65,042)
	98,649	5,500,789
	9,958 91,815 -	9,958 91,815 (91,815) (9,958)
	101,773	-

noble mIneral resources lImITed PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

6. InvesTIgaTIng accounTanT’s reporT (cont)

Note 2	Unaudited 31 March 2008 $	Unaudited Pro-forma 31 March 2008 $
5. Capitalised Exploration Costs Exploration – Bindi Bindi 7,638 7,638 Exploration – Cape Three Points (j) 154,921 754,921 Exploration - Tementu 9,708 9,708 Total Investments 172,267 772,267 The value of the exploration tenement costs carried forward is dependent upon the continuance of the Company’s rights to tenure of the area of interest; the results of future exploration; and the recoupment of costs through successful development and exploitation of the areas of interest or alternatively by their sale.	7,638 154,921	7,638 754,921
	9,708	9,708
	172,267	772,267
6. Trade and other payables Trade and other payable Less: Payment of trade and other payables (h)	122,409	122,409
	-	(122,409)
	122,409	-

7. Secured Loan owing to Global

On Noble achieving an ASX listing, Global will advance (loan) $2,000,000 to Noble by way of loan funds. The loan will be secured against the assets and undertakings of Noble and the term will be for five years. Repayment of the loan is from 7.5% of sales of gold or any other minerals during the term of the loan to a maximum of $5,000,000. Global has the right (subject to necessary approvals) at set times during the term of the loan, to convert the outstanding balance of the loan to share equity in Noble at an issue price of the higher of 20 cents or the five day weighted average share price of Noble shares listed on ASX less 10%. Any outstanding balance at the end of the term will be repaid by Noble as to a maximum of $2,000,000 in cash and the balance (maximum of $3,000,000) in share equity in Noble (subject to the necessary approvals) at an issue price of 20 cents per share. The Company has assessed various assumptions as to expected repayments and have concluded that, for the purposes of International Financial Reporting Standards applying in Australia and having regard to the specific terms and conditions of the loan, there is no equity proportion and have thus treated the $2,000,000 all as debt. A charge (expense) will be made to the income statement to account for the $3,000,000 differential over the term of the loan and the yearly charge will be dependent on the level of payments made by Noble to Global out of gold sales (if any) or out of other cash reserves.

8. Issued Capital

8. Issued Capital
254,000,001 shares at 31 March 2008		497,174		497,174
3,374,400 shares at 2 cents each pre consolidation	(a)	-		67,488
1 for 4 consolidation of capital	(b)	-		-
63,500,000 shares post 1 for 4 consolidation
25,000,000 shares to Global at 4 cents each	(c)	-		1,000,000
36,750,000 shares to promoters and seed investors	(d)	-		800,288
10,000,000 shares pursuant to the Prospectus	(e)	-		2,000,000
3,000,000 shares to acquire joint venture	(j)	-		600,000
		497,174		4,964,950
Less: estimated share issue costs	(e)	(96,994)		(466,994)
Pro-forma (138,250,000 shares)		400,180		4,497,956

If the Company raises the full oversubscription of $1,000,000, the number of shares on issue increases to 143,250,000, the issued capital increases to $5,472,956 (assume capital raising costs increase by $25,000) and cash on hand would increase to $6,457,789.

The Company proposes to undertake a 1 for 4 entitlements issue of share options at 0.5 cents per share option approximately three months after listing of the Company on ASX. The share options will be exercisable at 20 cents each, on or before 31 October 2012.

PROSPECTUS noble mIneral resources lImITed INVESTIGATING ACCOUNTANT’S REPORT

Note 2	Unaudited 31 March 2008 $	Unaudited Pro-forma 31 March 2008 $
9. Accumulated Losses Balance 31 March 2008 Administration costs (i)	147,400 - 147,400	147,400 75,000
		222,400

10. Contingent Liabilities and Commitments

The Company has various commitments and obligations under agreements relating to the Tumentu Joint Venture, the Cape Three Points Joint Venture and the Bindi Bindi West Agreement. Based on discussions with the Directors and legal advisors, to our knowledge, the Company has no other material commitment or contingent liabilities not otherwise disclosed in this Investigating Accountant’s Report (refer Background section 3) and in the Prospectus. Investors should read the Independent Technical Assessment Report and the Material Contracts section of the Prospectus for possible contingencies and commitments. A number of tenements may be subject to royalty payments on production of minerals.

For details on proposed exploration commitments on mineral tenements, refer to the Independent Technical Assessment Report in the Prospectus and sections 1.5 and 3.3 of the Prospectus.

11. Rental Of Premises Commitments

The Company has an informal arrangement to sub lease premises in Australia at the rate of approximately $2,500 per month. There is no fixed term.

12. Management and Employment Agreements

The Company has entered into an three year employment agreement effective from the Company achieving an ASX listing with Norris for a first year salary of $185,000 plus statutory superannuation of 9%. A fully maintained motor vehicle is also to be provided. The Company has also entered into a service agreement with an entity associated with the Company Secretary for a three year term effective from the Company achieving an ASX listing for a fee of $5,500 plus GST per month in the first year.

noble mIneral resources lImITed PROSPECTUS

TENEMENT SUMMARY

7. TenemenT summary

7.1 ghanaIan mIneral rIghTs

The Company has an interest in mineral rights for the following concessions in the Republic of Ghana (“Mineral Rights”):

• (a) Tumentu/Princess Town (also known as Cape Three Points); and

(b) Tumentu.

Details of the Company’s interest in the Minerals Rights are set out in Section 10.1 of this Prospectus. The Mineral Rights are granted and renewed either under the Minerals and Mining Law 1986 (“PNDCL 153”) or the Minerals and Mining Act 2006 (“Act 703”). The details of the Mineral Rights are as follows:

Every mineral, including gold, in its natural state in, under or upon land in Ghana, rivers, streams, water-courses throughout the country, the exclusive economic zone or an area covered by the territorial sea or continental shelf is the property of the Republic of Ghana and is vested in the President of Ghana in trust for the people of Ghana.

Despite any right or title which a person may have to land in, upon or under which minerals are situated, a person shall not conduct activities on or over land in Ghana for prospecting, exploration or mining for a mineral unless the person has been granted a mineral right in accordance with Act 703.

A prospecting licence is granted in respect of specified minerals and all activities conducted under a prospecting licence shall be limited to the activities permitted by the licence.

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----- Start of picture text -----

Tumentu/Princess Town / Cape Three Points Tumentu
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Number	PL 2/33	PL 2/316
Type	Prospecting Licence	Prospecting Licence
Holder	Noble	Obotan Minerals Company Limited and Ausgold
Granted	21 May 1986 + 3 September 1987	15 July 1999
Area Size	79.04km2	8.74km2
		October 2008 + one option for renewal for
Expiry	12 November 2009	a further 2 years on satisfactory compliance
		with the agreed work programme.
Minimum Expenditure	US$40,000 per quarter	US$170,000 on or before 31 October 2008
Encumbrances/Dealings	Nil	Nil
Surface Rights Land Access Restrictions	As set out in Section 7.1(d) of this Prospectus	As set out in Section 7.1(d) of this Prospectus

PROSPECTUS noble mIneral resources lImITed

TENEMENT SUMMARY

Except as specifically provided under Act 703, no person is permitted to export, sell or otherwise dispose of a mineral unless that person holds a licence granted by the Minister for that purpose.

Any holder of a minerals right is required to exercise the rights under Act 703 subject to limitations that relate to surface rights that apply under any enactment and any further limitations that may be reasonable required by the Minister.

“PNDCL 153” preceded Act 703 which came into force on 31 March 2006 and repealed PNDCL 153. Despite this repeal, a licence, lease or permit granted or issued under PNDCL 153 and subsisting immediately before the coming into force of Act 703 continued in force under the laws applicable immediately before the commencement of Act 703 and continued in force until otherwise dealt with under Act 703. The Minister may by legislative instrument make specified leases, licences, permits and agreements subject to Act 703 or subject to specific provisions of Act 703 as shall be stated.

The Company’s two prospecting licences are held under and are subject to Act 703.

(a) Reconnaissance Licences

A reconnaissance licence may be granted by the Minister for an initial period not exceeding twelve (12) months. A holder of a reconnaissance licence has the exclusive right to carry on reconnaissance in the stipulated area for the minerals to which the licence relates and to conduct other ancillary or incidental activity.

A reconnaissance licence holder may erect a camp or temporary building on an area covered by a reconnaissance licence but is not permitted to engage in drilling or excavation.

A holder of a reconnaissance licence may not later than three (3) months before the expiry of a reconnaissance licence, apply to the Minister in prescribed form for an extension of the term of the reconnaissance licence in respect of all or part of the reconnaissance licence area. An extension of this term shall be made once only for a period not exceeding twelve (12) months except where a delay by a government institution in the issuance of a permit has caused a delay by the reconnaissance licence holder in carrying out their obligations under the reconnaissance licence.

(b) Prospecting Licences

A prospecting licence is granted by the Minister for an initial period not exceeding three (3) years and the area in respect of which a prospecting licence may be granted shall be a block not exceeding 750 contiguous blocks. In this context a “block” means 21 hectares.

A holder of a reconnaissance licence may apply for a prospecting licence and if they have complied with all the obligations required under the reconnaissance licence, they will be granted a prospecting licence.

A prospecting licence holder may not later than three (3) months before the expiry of a prospecting licence, apply to the Minister in prescribed form for an extension of the term of the prospecting licence for a further period of three (3) years in respect of all or any of the blocks which are covered by the prospecting licence.

Where the holder of the prospecting licence has applied for a mining lease and the term of the prospecting licence would have expired before the application for the mining lease is determined, the prospecting licence will continue in force until the application is determined.

A prospecting licence may not be granted unless the proposed programme of mineral operations is, in the Minister’s reasonable opinion, suitable in the circumstances.

The holder of a prospecting licence may enter upon land covered by the licence to prospect for the mineral in respect of which the licence is granted, make boreholes and excavations, erect camps and temporary buildings but must fill back or otherwise make safe to satisfaction of the Minerals Commission any borehole or excavation made by it.

The holder of a prospecting licence must also expend the amount specified on prospecting in the prospecting licence and submit reports to the Minerals Commission at prescribed intervals containing required information.

The holder of the prospecting licence shall, prior to or at the expiration of the initial term, surrender not less than half the number of blocks of the prospecting area, so long as a minimum of 125 blocks remain and the blocks form not less than three (3) discrete areas.

noble mIneral resources lImITed PROSPECTUS

TENEMENT SUMMARY

7.1 ghanaIan mIneral rIghTs (cont)

(c) Mining Leases

A holder of a prospecting licence or a reconnaissance licence may apply in prescribed form for one or more mining leases in respect of all or any one or more of the blocks which constitute the reconnaissance or prospecting area. If the applicant has materially complied with the obligations imposed by the reconnaissance licence and prospecting licence, the Minister, on the recommendation of the Minerals Commission, will grant a mining lease on the conditions specified in the mining lease.

A mining lease may be applied for by any other person in respect of a mineral specified in the application over land that is not the subject of a mineral right.

A mining lease shall be for an initial term of thirty (30) years and shall be of not less than one block or more than 300 contiguous blocks each having a side in common with at least one other block in the granted area.

The Government of the Republic of Ghana (“Government”) acquires a 10% free carried interest in the rights and obligations of mineral operations carried out under a mining lease and is not required to pay financial contributions in respect of that mining lease.

A holder of a mining lease may not later than three (3) months before the expiry of the mining lease, apply to the Minister in prescribed form for an extension of the term of the mining lease for a further period of thirty (30) years in respect of all or any number of contiguous blocks of the existing mining lease area.

A holder of a mining lease shall conduct mineral operations including without limitation, to mine for specified minerals; erect equipment, plant and buildings for the purposes of mining; take and remove from the land the specified minerals and dispose of them in accordance with an approved marketing plan.

The Minister may, as part of a mining lease, enter into a stability agreement with the holder of a mining lease to provide that for a period not exceeding fifteen (15) years from the date of the agreement, the holder will not be adversely affected by any new enactment or other instrument which will have the effect of:

• imposing additional obligations upon the holder; or

• increasing the level and payment of customs and other duties on equipment and plant necessary for the mining operations; the level and payment of royalties, taxes and fees and laws relating to exchange control, transfer of capital and dividend remittance.

The Minister may, on the advice of the Minerals Commission, enter into a development agreement under a mining lease where the proposed investment by the mining lease holder will exceed US$500 million. The development agreement may contain provisions relating to mineral operations to be conducted under the mining lease, stability terms, environmental issues and obligations.

Both stability and development agreements are subject to ratification by Parliament.

A person may not acquire more than 20% of the voting power at any general meeting of a company holding a mineral right (a “mining company”) unless the person has served on the Minister in writing a notice to that effect and the Minister has before the end of a period of sixty (60) days beginning with the date of service of that notice notified that person that the Minister has no objection to the person acquiring the said voting power.

The Minister may serve a written notice of objection to the person giving notice on the grounds that the public interest will be prejudiced by the person concerned becoming a controller of the mining company or of another company of which it is a subsidiary.

(d) Surface rights and land access

The holder of a mineral right exercises that right under Act 703 subject to limitations that relate to surface rights that apply under any enactment. A holder of a mineral right cannot hinder or prevent members of the local population from exercising customary rights and privileges including, but not limited to, tilling and cultivation of farms, hunting of game and observance of sacred rites in areas designated by custom for that purpose (“Sacred Sites”). Where the exercise of such rights unduly obstructs the activities of the Mineral Rights holder, arrangements must be made for the limitation or waiver of such rights, including the payment of compensation where necessary There may be Sacred Sites located on the Mineral Rights. No searches have been undertaken to ascertain if Sacred Sites are located in the vicinity of the Mineral Rights as there is no obligation under the relevant legislation to register Sacred Sites. Further, the exact location of Sacred Sites cannot be ascertained from these searches.

The owner or lawful occupier of any land subject to a mineral right is entitled to and may claim from the holder of the mineral right compensation for the disturbance of the rights of the owner or occupier in accordance with the provisions of Act 703. The amount of compensation payable shall be determined by agreement between the parties, but if the parties are unable to reach an agreement as to the amount of compensation, the matter is referred to the Minister for determination in accordance with Ghanaian law.

PROSPECTUS noble mIneral resources lImITed

TENEMENT SUMMARY

7.2 WesTern ausTralIan TenemenTs

7.2.1 TEnEmEnT dETaiLS

The Company has an interest in the following applications for Exploration Licences in Western Australia:

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Bindi Bindi East Bindi Bindi West
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Tenement Number	E70/3295	E70/3278
Holder	Noble	Ian Ross Wallace
Status	Pending	Pending
Area Size	194.7km2	186.3km2
Minimum Annual	No expenditure	No expenditure
Expenditure	required yet	required yet
Encumbrances/ Dealings	Nil	Nil
	WC97/71 (Yued)	WC97/71 (Yued)
Native Title Claims	WC03/6 Single	WC03/6 Single
	Noongar Claim	Noongar Claim

The Bindi Bindi Tenements are located in the South West Mineral Field of Western Australia and are early stage greenfields exploration projects requiring significant exploration, as discussed in the Independent Technical Assessment Report in Section 5 of this Prospectus. The Bindi Bindi West Tenement is the subject of the Bindi Bindi West Agreement summarised in Section 10.1 of this Prospectus.

7.2.2 ExPLORaTiOn LiCEnCE aPPLiCaTiOnS

The exploration licences in respect of the Bindi Bindi Tenements have been applied for under the Mining Act 1978 (WA) (“WA Mining Act”). An application for an exploration licence cannot be assigned and continues in the name of the applicant. Accordingly, the exploration licence application in respect of the Bindi Bindi West Tenement will continue in the name of Ian Ross Wallace until the time of grant, at which time it will granted in Noble’s name pursuant to the Bindi Bindi West Agreement (refer to Section 10.1 of this Prospectus for more details on this agreement).

7.2.3 abORiginaL hERiTagE

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

No searches have been undertaken to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Bindi Bindi 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 does not breach the Commonwealth and Western Australian legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or objects exist within the area of the Bindi Bindi Tenements. Any interference with these sites or objects 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.

7.2.4 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 Bindi Bindi 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.

7.2.5 WESTERn aUSTRaLian LEgiSLaTiOn

The Bindi Bindi Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (“WA Heritage Act”).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons.

The Minister’s consent is required where any use of land is likely to result in the excavation or other alteration of or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered and the WA Heritage Act protects all registered and unregistered sites.

noble mIneral resources lImITed PROSPECTUS TENEMENT SUMMARY

7. TenemenT summary (cont)

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Tenements Tribunal Number Federal Court Number Application Name Registered In Mediation Status
----- End of picture text -----

			Martha Borinelli, Arnold
E70/3278 (Bindi Bindi West)	WC97/71	WAD6192/98	Franks and Others –v- the State of Western Australia	22/08/1997	Yes	Active
			and Others (Yued)
E70/3295 (Bindi Bindi East)	WC03/6	WAD6006/03	Anthony Bennell & Ors –v- State of Western Australia (Single Noongar Claim (Area 1))	Not accepted for registration.	Yes	Active

7.2.6 naTivE TiTLE

The existence of native title rights was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 (“Mabo no.2”).

Subsequent to Mabo no. 2, the NTA was passed to, amongst other things, provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native Title Tribunal (“NNTT”) and for the Courts to assess native title claims and determine if native title rights exist.

7.2.7 REgiSTEREd CLaimS and dETERminaTiOnS

Our searches indicate that the Bindi Bindi Tenements are subject to the following registered native title determination applications. No opinion is given on whether the determination applications are likely to be successful or the possibility of any further determination applications being made in the future.

7.2.8 TEnEmEnTS gRanTEd afTER 23 dECEmbER 1996

The NTA provides that an act that may affect native title rights (such as the grant or renewal of an exploration tenement) carried out after 23 December 1996 (a “Future Act”) must comply with certain requirements for the Future Act to validly override native title rights. The requirements are called the Future Act Provisions. As the Bindi Bindi Tenements are currently applications, the grant of the Bindi Bindi Tenements will need to comply with the Future Act Provisions to validly override native title rights.

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of an exploration tenement, typically there are three alternatives: the Right to Negotiate, an Indigenous Land Use Agreement (“ILUA”) and the Expedited Procedure.

I. Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the tenement and any registered native title claimants and holders of native title rights to agree the terms on which the tenement can be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title.

If agreement is not reached to enable the tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the tenement can be granted, and if so on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

II. ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

The aim of the ILUA is to agree the terms on which the tenement can be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants) even though they may not be parties to it.

III. Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (“Expedited Procedure”). The grant of a tenement can occur under the Expedited Procedure if:

• the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;

PROSPECTUS noble mIneral resources lImITed TENEMENT SUMMARY

• the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and

• the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the tenement in accordance with the NTA. A person has three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the tenement. Otherwise, the Future Act Provisions (e.g. the Right to Negotiate or an ILUA) must be followed before the tenement can be granted.

The State of Western Australia currently follows a policy of granting exploration permits under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders.

noble mIneral resources lImITed PROSPECTUS

CORPORATE GOVERNANCE

8. corporaTe governance

The Board of Directors is responsible for the overall corporate governance of Noble, and is committed to the principles underpinning best practice in corporate governance, applied in a manner that meets ASX standards and best addresses the Directors’ accountability to Shareholders. However, whilst the Company will endeavour to comply with all of the guidelines under the ASX Corporate Governance 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 following policies and procedures have been adopted and are available for viewing on the Company’s website:

• Role of the Board

• Structure of the Board

• Responsible Decision Making and Code of Conduct

• Safeguarding Integrity in Financial Reporting

• Timely and Balanced Disclosure

• Risk Recognition and Management

• Board Performance

• Remuneration Responsibility

• Securities Trading Policy

PROSPECTUS noble mIneral resources lImITed

RISK FACTORS

9. rIsk facTors

9.1 general rIsks

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with the 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.

9.1.1 ECOnOmiC faCTORS

Factors such as inflation, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on operating costs, commodity prices and stock market processes. The Company’s operations and Share price can be affected by these factors, which are beyond the control of the Company and its Directors.

9.1.2 STOCk maRkET COndiTiOnS

Share market conditions may affect the listed Shares regardless of the operating performance. Share market conditions are affected by many factors such as:

• general economic outlook;

• movements in, or outlook on, interest rates and inflation rates;

• currency fluctuations;

• commodity prices;

• changes in investor sentiment towards particular market sectors; and

• the demand for, and supply of, capital.

Investors should recognise that once the Shares are listed on ASX, the price of the Shares may fall as well as rise. In addition, recent world events have affected the price of shares in various sectors. Such events are unpredictable and their impact on the individual companies or markets is beyond the control of the Company.

9.2 mIneral IndusTry rIsks

9.2.1 ExPLORaTiOn and dEvELOPmEnT RiSkS

Exploration is a high risk activity that requires large amounts of expenditure over extended periods of time. Currently there are no defined mineral reserves on the tenements controlled by Noble and there can be no guarantee that the planned exploration programmes will lead to successful exploration results and the discovery of a commercial deposit or further, a commercial mining operation.

There is no assurance that exploration and development of the mineral interests owned by the Company, or any other projects that may be acquired by the Company in the future can be commercially exploited.

The Company’s future exploration activities of the Company may be affected by a range of factors, including:

• geological conditions;

• limitations on activities due to seasonal weather patterns;

• unanticipated operational and technical difficulties;

• industrial and environmental accidents;

• native title process;

• changing government regulations,

and many other factors beyond the Company’s control.

The Company’s success will also depend upon the Company having access to sufficient development capital, being able to maintain title to its tenements or concessions and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful, this could lead to a diminution in the value of the tenements or concessions, a reduction in the reserves of the Company and possible relinquishment of the tenements or concessions.

The Company’s exploration costs 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.

noble mIneral resources lImITed PROSPECTUS

RISK FACTORS

9. rIsk facTors (cont)

9.2.2 OPERaTiOnaL RiSkS

The operations of the Company may be affected by various factors, including:

• failure to locate or identify mineral deposits;

• failure to achieve predicted grades in exploration and mining;

• operational and technical difficulties encountered in mining;

• difficulties in commissioning and operating plant and equipment;

• mechanical failure or plant breakdown;

• unanticipated metallurgical problems which may affect extraction costs;

• adverse weather conditions;

• industrial and environmental accidents;

• industrial disputes; and

• unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Having been incorporated on 13 April 2007, the Company does not have any operating history, although it should be noted that the 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 tenements or concessions. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

9.2.3 TiTLE RiSkS

Under the prospecting and exploration licences and certain other contractual agreements to which Noble is or may in the future become a party, Noble is or may become subject to payments, the mining lease and other obligations. In particular, holders of prospecting and exploration licences and mining leases are required to meet the prescribed expenditure conditions on those tenements. Failure to meet these expenditure commitments will render the licence or licences liable to be forfeited unless a total or partial exemption is granted in accordance with the relevant mining regulations.

Further, there is no guarantee that current or future applications (including the Bindi Bindi exploration licence applications), extensions or renewals of the tenements in which the Company has an interest will be granted.

Even if Noble is entitled to seek an exemption from the requirement to meet expenditure requirements, it may nevertheless be the subject of an attempt by a third party to claim a failure to satisfy expenditure conditions which may need to be resolved through litigation. There is no guarantee that this will result in a satisfactory resolution to the Company.

9.2.4 COmmOdiTy PRiCE vOLaTiLiTy and ExChangE RaTE RiSk

Commodity prices fluctuate and are affected by numerous factors beyond the control of Noble. These factors include:

• world demand for base and other metals;

forward selling by producers; and

• production cost levels in major metal-producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as:

• expectations regarding inflation; and

• interest rates and global and regional demand for, and supply of, the commodity,

as well as general global economic conditions.

These factors may have an adverse effect on Noble’s exploration, development and production activities, as well as on its ability to fund those activities.

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.

9.2.5 indigEnOUS TiTLE and aCCESS RiSk

Exploration and mining activities can be affected by land claim compensation and environmental considerations. Noble projects in Western Australia are subject to the Native Title Act 1993 (Cth) and its Ghanaian projects are subject to the surface rights and land access restrictions referred to in Section 7.1(c) of this Prospectus.

Noble’s Western Australian tenements are located on aboriginal reserve where permission from the traditional owners is required for access to the land. The Company will need to seek permission from the traditional owners in relation to its projects on those reserves. The Company may not be able to obtain access permission in respect of all its projects. It is possible that aboriginal sacred sites found within concessions and tenements held by Noble may preclude exploration and mining activities and Noble may also experience delays with respect to obtaining permission from the traditional owners to explore and extract resources.

Noble must also comply with Aboriginal heritage legislation requirements and access agreements which require heritage survey work to be undertaken ahead of the commencement of mining operations.

Further information with respect to native title is set out in Section 9 of this Prospectus.

PROSPECTUS noble mIneral resources lImITed

RISK FACTORS

9.2.6 EnviROnmEnTaL RiSk

Inherent in exploration and mining operations is a real environmental risk. The legal framework governing this area is constantly developing in all jurisdictions, thus, Noble is unable to fully ascertain any future liability that may arise from any new laws or regulations.

Mineral exploration and production can be environmentally sensitive activities which can give rise to substantial costs for environmental rehabilitation, damage, control and losses. Further, if there are environmental rehabilitation conditions attached to the exploration and mining tenements of Noble, failure to meet such conditions could lead to forfeiture of these tenements.

Noble minimises environmental risk by maintaining best practice environmental management in all respects of exploration.

9.2.7 RESOURCES ESTimaTES

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

9.2.8 UninSUREd LOSS and LiabiLiTy

Exploration for and development of minerals involves hazards and risks that could result in the Company incurring losses and liabilities to third parties. There is a risk that the Company may not be insured against all losses or liabilities that could arise from its operations. If the Company incurs losses or liabilities which are not covered by its insurance policies, the funds available for exploration and development will be reduced and the value and/or tenure of the Company’s assets may be compromised.

further financing in addition to amounts raised under the Offer. 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.

9.3 specIfIc rIsks

In addition to the risks outlined above, there are specific risks associated with the Company’s business operations and its involvement in the mining and mineral exploration industry. Potential investors in the Company should note the following additional risks prior to investing:

9.3.1 LimiTEd hiSTORy

The Company was incorporated in April 2007 and therefore has a limited history.

Given the limited history of the Company and the speculative nature of exploration and mineral development, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included such information in this Prospectus.

9.3.2 kEy PERSOnnEL

The prospects of the Company depend in part on intellectual property, experience and business acumen of a small number of key personnel at this time. The loss of one or more key personnel without replacement by persons of similar skill may have an adverse effect on the business. To mitigate this risk, Noble has secured key personnel to service and consultancy agreements, details of which are set out in Section 10 of this Prospectus.

9.3.3 REgULaTORy RiSkS

The relevant government legislations and policies as well as their interpretation and administration can change from time to time. Such changes may affect some or all of the operations of the Company.

9.2.9 COmPETiTiOn RiSk

The 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.

9.2.10 addiTiOnaL REqUiREmEnTS fOR CaPiTaL

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require

9.3.4 COUnTRy RiSk - ghana

Ghana is a developing country and subject to an emerging legal and political system compared with the system in place in Australia. There are risks attaching to exploration operations in a developing country which are not necessarily present in a developed country, which can impact on a range of factors such as sovereign risk, safety, security, costs, ability to operate, country policy, fiscal provisions and laws and can lead to delays or even the suspension of any operations which may take place. No assurance can be given regarding the future stability of Ghana or any other African country in which Noble may acquire an interest.

noble mIneral resources lImITed PROSPECTUS ADDITIONAL INFORMATION

10. addITIonal InformaTIon

10.1 summary of maTerIal conTracTs

Set out below is a summary of the contracts the Directors consider are material to the terms of the Offer and the operation of Noble’s business, and as such are believed to be relevant to potential investors in the Company.

A Cape Three Points Joint venture Agreement

On 31 July 2001, Axmin Limited (“Axmin”) entered into a joint venture agreement with Consolidated Minerals Limited (a company incorporated in the Republic of Ghana) (”Consmin”) pursuant to which Consmin granted Axmin the right to acquire an interest in the Cape Three Points Concession in the Republic of Ghana covered by Prospecting licence PL 2/33, over which Consmin holds mineral rights (“Cape Three Points Concession”)(“Cape Three Points Joint Venture Agreement”).

The material terms and conditions of the Cape Three Points Joint Venture Agreement are as follows:

• a) (Earn-in): Axmin has the right to progressively acquire up to an 80% interest in the joint venture during the earn-in period (defined as that period of time from the date the Cape Three Points Joint Venture Agreement is signed by the parties until the delivery to the parties of a bank feasibility study undertaken by Axmin or an Axmin associate) as follows:

• i. by spending US$500,000 on exploration to earn a 55% interest;

• ii. by spending an additional US$100,000 to earn an additional 10% interest; and

• iii. by delivering a bankable feasibility study at any time on any one mineral occurrence within the joint venture area (“BFS”) to immediately increase its interest to 80%.

• b) (Joint venture company): Axmin and Consmin will incorporate a joint venture company (“Cape Three Points Joint Venture Company”) after Axmin has delivered a BFS to Consmin to increase its beneficial interest in the joint venture to 80%. The initial shareholding in the Cape Three Points Joint Venture Company will be:

• i. Axmin: 72%; ii. Consmin: 18%; and

• iii. Republic of Ghana: 10%.

The parties’ participating interests and liability for ongoing exploration and project development expenditure will be:

• i. Axmin: 80%; and

• ii. Consmin: 20%.

• iii. The board of directors of the Cape Three Points Joint Venture Company will comprise 5 Axmin nominees and 2 Consmin nominees.

• c) (Consideration): In consideration for the sole and exclusive right to earn a beneficial interest in the Cape Three Points Concession, Axmin must sole fund exploration expenditure on the joint venture area from the commencement of the Cape Three Points Joint Venture Agreement until the incorporation of the Cape Three Points Joint Venture Company.

• d) (Transfer of Cape Three Points Concession): All rights, title and interest in the Cape Three Points Concession are held by Consmin and will be transferred to the Cape Three Points Joint Venture Company upon its incorporation.

• e) (Pre-emptive rights and assignment): Axmin is entitled to assign its rights (and any beneficial interest earned) under the Cape Three Points Joint Venture Agreement to a third party, subject to a pre-emptive right in favour of Consmin.

• f) (Representations and warranties): Consmin gives standard warranties including in relation to the status and good standing of the Cape Three Points Concession.

• g) (Governing law): The Cape Three Points Joint Venture Agreement is governed by the laws in the United Kingdom, except to the extent any issues pertain to the prospecting licence, the mining lease, the prospecting area or any immovable property, in which case the laws of Ghana apply.

B Cape Three Points Heads of Agreement

By an agreement entered into on 20 February 2008 between Axmin, Ausgold Ghana Limited (“Ausgold”) and the Company and a subsequent letter of variation dated on or about 10 May 2008, Axmin agreed to grant an exclusive option (“Option”) to the Company to acquire the whole of Axmin’s rights, interests and obligations in and to the Cape Three Points joint venture (“Axmin Joint Venture Interest”) (“Cape Three Points Heads of Agreement”).

The outstanding material terms and conditions of the Cape Three Points Heads of Agreement are as follows:

• a) (Consideration): The Company agrees to pay Axmin US$1 in consideration for the grant of the Option. In addition, if the Company exercises the Option, the Company must allot and issue 3,000,000 Shares to Axmin on the date of allotment and issue of Shares under the Offer (“Closing Date”).

• b) (Exercise of Option): The Company is entitled to exercise the Option by giving written notice to Axmin on or before 30 June 2008.

• c) (Conditions Precedent): The Company may only exercise the Option if, up to the date of exercise of the Option:

• i. (Close of IPO): the Company is in a position to close the Offer and have its Shares admitted for Official Quotation;

PROSPECTUS noble mIneral resources lImITed

ADDITIONAL INFORMATION

• ii. (Exploration expenditure): the Company and/or Ausgold have spent a minimum of US$40,000 on exploration expenditure on the Cape Three Points Concession every 3 months (or a pro rata amount if the Closing Date occurs prior to the end of any such 3 month period) commencing on and from 1 February 2008 until the Closing Date;

• iii. (Repayment of joint venture fees): the Company repays on the Closing Date in cash all licence or joint venture related fees expended by Axmin between 18 August 2007 and the Closing Date; and

• iv. (Reporting obligations): the Company has complied with all reporting obligations in respect of exploration activities and expenditure.

• d) (Waiver of pre-emptive rights): Consmin has agreed to waive any pre-emptive right it holds in respect of the Axmin Joint Venture interest.

• e) (Royalty agreement): The Company must pay Axmin 1.5% of the gross smelter returns from the disposition of concentrates derived from ore mined from the Cape Three Points Concession and milled or concentrated by Ausgold and/or the Company.

• f) (Governing law): The Cape Three Points Heads of Agreement is governed by the laws in the Province of Ontario.

C Tumentu Exploration and Joint venture Agreement

Pursuant to a letter agreement executed on 6 May 2008, the Company, Obotan Minerals Company Limited (“Obotan”) and Mr Wayne D Norris (“Norris”) agree the in principle terms of a Joint Venture Agreement in respect of the Tumentu Prospecting Licence 2/316 and any extension, renewal or substitution thereof (“Tumentu Concession”) (“Tumentu Joint Venture Agreement”) and further agree to execute a full form joint venture agreement in respect of the Tumentu Concession within a reasonable period on substantively similar terms.

The material terms of the Tumentu Joint Venture Agreement are set out below:

• a) (Earn-in): The Company is entitled to earn an interest in the Tumentu Concession by expending US$170,000 (“Expenditure”) on or before October 2008 (“Expenditure Date”) on exploration on the Tumentu Concession (“Earn-in Right”). The Company has already expended US$170,000 on the Tumentu Concession to date (pursuant to the terms of a superseded agreement). Accordingly, the Company must incur a further US$170,000 following receipt of:

• ii. ministerial consent to the Transfer of the Tumentu Concession to a newly incorporated joint venture company (“Tumentu Joint Venture Company”) (“Transfer”).

Following completion of the Expenditure and the Transfer, the Company must lend the Tumentu Joint Venture Company all funds required to pay for any further expenditure. The Expenditure, the consideration payable to Obotan for the Transfer and any other expenditure incurred by the Company constitutes a debt owed by the Tumentu Joint Venture Company to Noble.

• b) (Participating interests): Subject to the Transfer taking place and the Company incurring the Expenditure, the Company, Obotan and Norris will each be allotted and issued shares in the Tumentu Joint Venture Company in the following proportions:

i. Noble: 86.5%; ii. Obotan: 11.25%; and iii. Norris: 2.25%.

• c) (Consideration): In consideration for the grant by Obotan of the Earn-in Right, the Company must pay Obotan US$70,000 in two tranches.

• d) (Assignment): The Company is entitled to transfer the whole or part of its beneficial interest in the Tumentu Concession to a financially and technically competent assignee at any time on or before the Expenditure Date, subject to the receipt of Obotan’s prior written consent and ministerial approval.

• e) (Pre-emptive rights): Each non-assigning party has a preemptive right to acquire an assigning party’s legal and beneficial interest in the Tumentu Concession, except in the event of an assignment to a related body corporate of a party or an assignment of the Company’s interest on or before the Expenditure Date.

• f) (Surrender): The Company’s rights under the Tumentu Joint Venture Agreement will be surrendered:

• i. at the Company’s election at any time before the Expenditure Date; or

• ii. automatically if the Company fails to incur the Expenditure on or before the Expenditure Date.

• g) (Governing law): The Tumentu Joint Venture Agreement is governed by the laws of Western Australia.

• i. approval of the extension of the Tumentu Concession for a further 12 months; and

noble mIneral resources lImITed PROSPECTUS ADDITIONAL INFORMATION

10. addITIonal InformaTIon (cont)

10.1 summary of maTerIal conTracTs (cont)

D Bindi Bindi West Agreement

On 20 September 2007, the Company entered into an agreement with Mr Ian Wallace (“Wallace”) in respect of the Bindi Bindi West application E70/3278 (“Bindi Bindi West Tenement”) (“Bindi Bindi West Agreement”) by which Wallace agrees to assign his interest in the Bindi Bindi West Tenement to the Company upon the grant of the application by the Western Australian Department of Industry and Resources (“DoIR”) (“Transfer”).

The material terms and conditions of the Bindi Bindi West Agreement are as follows:

• a) (Consideration): In consideration for the Transfer, Wallace received 2 million Shares upon execution of the Bindi Bindi West Agreement.

• b) (Expenditure): The Company must expend a minimum of $75,000 on the Bindi Bindi West Tenement and in any event not less than the minimum expenditure requirement set by the DoIR.

• c) (Royalty and Profits): Wallace is entitled to a 5% gross smelter royalty from proceeds derived from production for the later of the life of the mine or the product. The Company must bear all losses relating to the Bindi Bindi West Tenement.

• d) (Reimbursement): The Company must reimburse any licence or joint venture related fees incurred by Wallace in respect of the Bindi Bindi West Tenement on and from 20 September 2007.

• e) (Assignment): Neither party is entitled to assign its interests in the Bindi Bindi West Agreement without the other party’s written consent.

• f) (Governing law): The Bindi Bindi West Agreement is governed by Western Australian law.

E Share Subscription Agreement

By an agreement entered into between the Company and Global Gold Holdings on 18 April 2008 and a subsequent letter of variation dated on or about 12 May 2008 Global Gold Holdings agreed to subscribe for:

• a) 25 million Shares at $0.04 per Share (“Tranche 1 Subscription Shares”),

• b) 5 million Shares at $0.10 per Share (“Tranche 2 Subscription Shares”), and

• c) 5 million Shares at $0.20 per Share (“Tranche 3 Subscription Shares”).

(collectively the “Subscription Shares”) (“Subscription Agreement”) on the following material terms and conditions:

a) (Issue): the Company must issue:

• i. the Tranche 1 Subscription Shares to Global Gold Holdings free of security interests within 3 Business Days of satisfaction of certain conditions precedent (“Tranche 1 Subscription Date”); and

• ii. the Tranche 2 Subscription Shares to Global Gold Holdings free security interests on or before 13 May 2008; and

• iii. the Tranche 3 Subscription Shares to Global Gold Holdings within 3 Business Days of receipt by the Company from ASX of conditional approval for Official Quotation on terms reasonably acceptable to Global Gold Holdings.

• b) (Board appointment): Following the issue of the Tranche 1 Subscription Shares, Global Gold Holdings is entitled to appoint 2 directors to the Board and Mr Anthony Ho as the Company Secretary with effect from the Tranche 1 Subscription Date.

• c) (Quotation): The Company must apply for quotation of the Subscription Shares on ASX at the same time the Company applies for admission to the Official List.

• d) (Escrow): Global Gold Holdings agrees to enter into a valid and binding restriction agreement in respect of the Subscription Shares in accordance with the requirements of the Listing Rules.

• e) (Governing law): The Subscription Agreement is governed by the laws of Western Australia.

The Subscription Agreement otherwise contains terms and conditions usually found in agreements of this kind.

F Loan Agreement

By an agreement entered into between the Company and Global Gold Holdings on 18 April 2008, Global Gold Holdings agreed to lend $2,000,000 (“Loan”) to the Company on the following material terms and conditions (“Loan Agreement”):

• a) (Advance): Global Gold Holdings must advance the Loan to the Company on the date which is 7 Business Days after the Company receives conditional approval from ASX for admission to the Official List, or such other date as agreed by the parties. The Loan is interest free and is secured by a fixed charge over all of the Company’s assets as at the execution date.

• b) (Approved purpose): The Company must apply the Loan towards:

• i. exploration and development costs on the Company’s concessions and tenement interests; and

• ii. capital expenditure and working capital as approved by the Directors.

• c) (Repayment): The total amount repayable to Global Gold Holdings in full and final satisfaction of the Loan is $5,000,000 (“Full Repayment Amount”), with repayments comprising:

• i. cash repayments equal to 7.5% of sales of gold or any other minerals during the term of the Loan Agreement to a maximum amount of $5,000,000 (“Production Repayments”);

PROSPECTUS noble mIneral resources lImITed

ADDITIONAL INFORMATION

• ii. to the extent Production Repayments do not amount to $5,000,000 at the end of the term of the Loan Agreement, Shares (subject to all necessary approvals) at an issue price of the higher of $0.20 per Share or the 5-day volume weighted average Share price less 10% (“Scrip Repayments”); and

• iii. to the extent the Production and Scrip Repayments do not amount to $5,000,000, cash repayments up to $2,000,000, with any further outstanding balance repayable by the issue of further Shares at an issue price of $0.20 per Share.

• d) (Election to convert): At set times during the term of the Loan Agreement and subject to the receipt by the parties of all necessary approvals, Global Gold Holdings is entitled to elect to be repaid the outstanding balance of the Full Repayment Amount in Shares at a deemed issue price of the higher of the 5-day volume weighted average Share price and twenty cents.

• e) (Management of the Treasury function): For the term of the Loan Agreement and with effect on and from 18 April 2008, Global Gold Holdings is appointed the exclusive manager in respect of the marketing and hedging activities for commodities and currencies in respect of all of the Company’s production.

• f) (Governing law): The Loan Agreement is governed by the laws of Western Australia.

The Loan Agreement otherwise contains terms and conditions usually found in agreements of this kind.

G Employment Agreement – Mr Wayne Norris

Noble has entered into an agreement with Mr Wayne Norris whereby Mr Norris will be employed as the managing director of Noble from the date that Noble’s Shares are listed on ASX or such later date as otherwise mutually agreed (“Employment Agreement”). The initial term of the Employment Agreement is three (3) years.

Under the terms of the Employment Agreement, Mr Norris will be paid an annual salary of $185,000 (exclusive of statutory superannuation) to be reviewed yearly. Mr Norris will also be entitled to reimbursement for all reasonable out-of-pocket expenses including travel costs, and Noble will make payments in relation to appropriate insurances to cover Mr Norris.

The Employment Agreement is terminable after its initial term by Noble giving 3 months’ notice or by the payment of 3 months’ salary in lieu of such notice to Mr Norris. Mr Norris may terminate the Employment Agreement by giving six months’ written notice. The Employment Agreement is otherwise terminable immediately by Noble in the event of any misconduct by Mr Norris.

The Employment Agreement otherwise contains provisions standard for an agreement of employment including in relation to annual, long service and sick leaves and other general provisions.

H Deeds of Indemnity and Access

The Company has entered into a deed of indemnity and access with each of its Directors and the Company Secretary (“Deeds”).

Under the Deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against certain liabilities incurred by the officer while acting as an officer of the Company, and to insure the officer against certain risks to which the officer is exposed to as an officer of the Company.

The Deeds also grant to the officer a right of access to certain records of the Company for a period of up to seven (7) years after the officer ceases to be an officer.

10.2 company TaX sTaTus

The Directors expect the Company will be taxed in Australia as a public company. The financial year of the Company ends on 30 June annually.

10.3 lITIgaTIon

As at the date of this Prospectus, the Company is not involved in any material litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

10.4 InTeresTs of dIrecTors

Shareholding Qualifications

The Directors are not required to hold any Shares in the Company under the Constitution.

Directors’ Securities holdings

At the date of this Prospectus the relevant interest of each of the Directors in the Securities of the Company are as follows:

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Director Shares
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Mr W Norris	42,470,000
Dr H Hofferberth*	-
Mr G C Ooi*	-
Mr A P Taylor	791,250

These Securities are held both directly and indirectly. The Directors intend to apply for Shares pursuant to this Prospectus.

*Both directors of Global Gold Holdings (refer to Section 4.1 of this Prospectus).

Directors’ Remuneration

Non-executive directors’ fees not exceeding an aggregate of $200,000 per annum have been approved by the Company in general meeting. The level of these fees may be varied by the Company in general meeting in accordance with its Constitution and the Listing Rules.

noble mIneral resources lImITed PROSPECTUS ADDITIONAL INFORMATION

10. addITIonal InformaTIon (cont)

10.4 InTeresTs of dIrecTors (cont)

Directors’ Remuneration (cont)

Non-executive directors’ fees (inclusive of superannuation) to be paid by Noble, upon admission to the Official List, are as follows:

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Director Directors’ Fees per annum
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Dr H Hofferberth	$30,000
Mr G C Ooi	$30,000
Mr A P Taylor	$30,000

Non-executive directors are entitled to be paid additional remuneration on commercial terms for any extra services undertaken by them at the request of the Board.

The following contractual arrangements (further details of which are set out in Section 10.1 of this Prospectus) have been entered into with Directors (or companies associated with Directors):

• a) Employment Agreement between the Company and Mr Norris;

• b) Deeds of Indemnity and Access – with each Director and the Company Secretary;

• c) Share Subscription Agreement between the Company and Global Gold Holdings;

• d) Loan Agreement between the Company and Global Gold Holdings; and

• e) Joint Venture Agreement between the Company, Obotan Minerals Company Limited and Mr Wayne D Norris.

Interests of Directors

Other than as set out above or elsewhere in this Prospectus, no:

• a) Director of the Company;

• b) person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus; or

• c) promoter of the Company,

has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

• a) the promotion or formation of the Company;

• b) property acquired or proposed to be acquired by the Company in connection with its promotion or formation or the Offer; or

• c) the Offer.

Except as set out above, no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director:

• (i) to induce them to become, or to qualify them as, a Director; or

• (ii) for services rendered by them in connection with the formation or promotion of the Company or the Offer.

10.5 InTeresTs of persons named

Except as disclosed in this Prospectus, no promoter or any other 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, holds, or held within two years before lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

(c) the Offer,

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 for services rendered by them in connection with the formation or promotion of the Company or the Offer.

• a) Stantons International Securities Pty Ltd will receive professional fees of approximately $8,500 (exclusive of GST) for the preparation of the Investigating Accountant’s Report included in Section 6 in this Prospectus.

• b) SRK Consulting has received and/or will receive professional fees of approximately $65,000 (exclusive of GST) for the preparation of the Independent Technical Assessment Report included in Section 5 in this Prospectus.

• c) Steinepreis Paganin have acted as solicitors to the Company in providing general advice in relation to this Prospectus. In respect of Steinepreis Paganin’s work, the Company has paid or will pay approximately $30,000 (excluding GST) for these services. Steinepreis Paganin has provided other professional services to the Company in the period since its incorporation for which the Company has paid fees totalling approximately $7,500 (excluding GST).

10.6 consenTs

Each of the parties referred to in this Section 10.6:

• a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based, other than as specified in this Section 10; and

PROSPECTUS noble mIneral resources lImITed

ADDITIONAL INFORMATION

• b) to the maximum extent permitted by law, expressly disclaims and takes 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 10.

Stantons International Securities Pty Ltd has given its written consent to the inclusion in this Prospectus of its Investigating Accountant’s Report and to all statements referring to that report in the form and context in which they are included and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

SRK Consulting has given its written consent to the inclusion in this Prospectus of its Independent Technical Assessment Report and to all statements referring to that report in the form and context in which they are included and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prospectus with ASIC:

• (a) Steinepreis Paganin, as the Company’s solicitors;

• (b) Stantons International, as the Company’s auditor;

• (c) Stantons International Securities Pty Ltd, as the Company’s investigating accountant;

• (d) SRK Consulting as the independent technical expert; and

• (e) Computershare Investor Services Pty Limited, as the Company’s share registry.

There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

10.7 rIghTs aTTachIng To shares

There is only one class of share on issue in the Company, being fully paid ordinary shares. The rights attaching to Shares are:

• (a) set out in the Constitution; and

• (b) in certain circumstances, regulated by the Corporations Act, the Listing Rules, the ASTC Settlement Rules and the general law.

The following is a broad summary of the rights, privileges and restrictions attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

Shares issued pursuant to this Prospectus will from the time they are issued, rank pari passu with all the Company’s existing Shares.

voting

Subject to any restriction on voting imposed due to a breach of the Listing Rules relating to restricted shares or any escrow agreement entered into by the Company and a member, every holder of Shares present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of Shares who is present in person or by proxy, attorney or representative has one vote for every Share held by him or her, but, in respect of partly-paid shares, shall have a fraction of a vote for each partly-paid share.

A poll may be demanded before a vote is taken, or before or immediately after the declaration of the result of the show of hands by the chairperson of the meeting, by at least five Shareholders present in person or by proxy, attorney or representative, or by any one or more Shareholders who are together entitled to not less than 5% of the total voting rights of all those Shareholders having the right to vote on the resolution.

Dividends

Dividends are payable out of the Company’s profits and are declared by the Directors. Dividends declared will (subject to the rights of any preference shareholders and to the right of the holders of any shares created or raised under any special arrangement as to dividend) be payable on the Shares in accordance with the Corporations Act.

Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating transfers in shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the Directors.

The Directors may refuse to register any transfer of Shares, other than a market transfer, where permitted by the Listing Rules or the ASTC Settlement Rules. The Company must comply with such obligations as may be imposed on it by the Listing

Rules and where appropriate the ASTC Settlement Rules in connection with any market transfer and may not prevent, delay or in any way interfere with the registration of a market transfer where to do so would be contrary to the provisions of any of the Listing Rules or the ASTC Settlement Rules.

noble mIneral resources lImITed PROSPECTUS

ADDITIONAL INFORMATION

10. addITIonal InformaTIon (cont)

10.7 rIghTs aTTachIng To shares (cont)

Meetings and Notice

Each Shareholder is entitled to receive notice of and to attend general meetings for the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the Listing Rules.

Winding Up

The Company has only issued one class of shares, which all rank equally in the event of liquidation. A liquidator may, with the authority of a special resolution of Shareholders 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 carried out as between the Shareholders. The liquidator can with the sanction of a special resolution of the Company’s Shareholders vest the whole or any part of the assets in trust for the benefit of Shareholders as the liquidator thinks fit, but no Shareholder of the Company can be compelled to accept any Shares or other shares in respect of which there is any liability.

Shareholder Liability

As the Shares under this Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. At least 28 days’ written notice must be given specifying the intention to propose the resolution as a special resolution.

Listing Rules

If the Company is admitted to the Official List, notwithstanding anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a provision the constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution is deemed not to contain that provision to the extent of the inconsistency.

10.8 Terms and condITIons of opTIons

All Shareholders registered on the date approximately 3 months after the Shares commence trading on ASX (the final date to be confirmed by announcement to ASX) will be entitled to participate in a non-renounceable entitlement issue of Options on the basis of one (1) Option for every four (4) Shares held.

The proposed terms of these Options are:

• a) Exercise Price

• 20 cents per Option

• b) Entitlement

• Each Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

• c) Option Period

• The Options will expire at 5.00pm WST on 31 October 2012. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

• d) Ranking of Share Allotted on Exercise of Option

• Each Share allotted as a result of the exercise of any Option will, subject to the Constitution, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.

• e) Voting

• A registered owner of an Option (“Option Holder”) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, a member of the Company.

• f) Transfer of an Option

• Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.

• g) Method of Exercise of an Option

• (i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options (“Notice of Exercise of Options”). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.

PROSPECTUS noble mIneral resources lImITed ADDITIONAL INFORMATION

• (ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed.

• (iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

• (iv) Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.

• (v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

• (vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

• (h) ASX Quotation

Application for Official Quotation of the Options will be made.

• (i) Reconstruction

In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

• (j) Participation in New Share Issues

• There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to Shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least seven (7) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

• (k) No Change of Options’ Exercise Price or Number of Underlying Shares

There are no rights to change the exercise price of the Options or the number of underlying Shares if there is a bonus issue to holders of ordinary shares. If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of ordinary shares (other than in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Option exercise price shall be reduced according to the formula specified in the Listing Rules.

10.9 employee share opTIon plan

The Company has adopted a plan called the Noble Mineral Resources Limited Employee Share Option Plan (“ESOP”).

As at the date of this Prospectus, no Options have been issued under the ESOP.

Brief Overview of the ESOP

A summary of the terms and conditions of the ESOP is set out below:

1. The purpose of the ESOP is to give eligible employees and executive officers of the Company an opportunity, in the form of options to subscribe for Shares in the Company. An eligible person means at any time a person who then is an employee (whether full-time or part-time) or a Director of the Company or of an associated body corporate of the Company (“Eligible Person”).

2. No monies will be payable for the issue of the Options.

3. A certificate will be issued for the Options.

4. The Options will expire (“Expiry Date”) at a date to be determined by the Company (acting through the Board), subject to any restriction in the Corporations Act from time to time but in any event no longer than 5 years from the date on which the Company grants that Option (“Issue Date”). Options not validly exercised on or before the Expiry Date will automatically lapse.

5. Subject to conditions 12 and 13 the Option is a right in favour of the Option holder to subscribe for one Share.

6. Shares allotted to Option holders on exercise of the Options will be issued at a price to be determined by the Company (acting through the Board) on such terms as the Board considers appropriate determined by reference to the market value of the Shares when the Board resolves to offer the Options (“Exercise Price”).

7. The Exercise Price of Shares the subject of the Options will be payable in full on exercise of the Options.

noble mIneral resources lImITed PROSPECTUS

ADDITIONAL INFORMATION

10. addITIonal InformaTIon (cont)

10.9 employee share opTIon plan (cont)

1. Options will be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to:

2. (a) exercise all or a specified number of Options; and

3. (b) pay the subscription monies in full for the exercise of each Option.

The notice must be accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by them.

1. The Company will allot the resultant Shares and deliver the Share certificate or holding statement within five business days of the exercise of the Option.

2. Options will not be listed for Official Quotation.

3. Notwithstanding the terms of the Options, the Options may be exercised in the event of specified occurrences including a change of control allowing replacement of all or a majority of the Board or during the period of a takeover bid for the Company.

4. Unless the Board determines otherwise, if an Eligible Person ceases to be an Eligible Person before the earliest date for exercise of their Options:

5. (a) for any other reason other than a “Specified Reason” (being retirement at age 60 or over, permanent disability, redundancy or death), the Options held by them or their nominee will automatically lapse; or

6. (b) for a Specified Reason, the Eligible Person or their nominee is entitled to exercise any such Option within 3 months of the date of retirement, redundancy or death or of the date of the Board’s determination of permanent disability, or such longer period as the Board determines.

7. Unless the Board determines otherwise, if an Eligible Person ceases to be an Eligible Person after the earliest date for exercise of their Options:

8. (a) for any other reason other than a Specified Reason, the Eligible Person or their nominee is entitled to exercise any such Option within 1 month of ceasing to be an Eligible Person; or such longer period as the Board determines; or

9. There will be no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of Securities to Shareholders, holders of Options will be notified by the Company in accordance with the requirements of the Listing Rules.

10. In the event the Company proceeds with a pro rata issue (except a bonus issue) of Securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

11. In the event of a bonus issue the number of Shares over which the Options are exercisable may be increased by the number of Shares which the Option holders would have received if the Options had been exercised before the record date for the bonus issue.

12. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the expiry date, all rights of an Option holder are to be changed in a manner consistent with the Listing Rules.

13. Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, equally with existing ordinary fully paid Shares in the capital of the Company in all respects.

14. The Company will in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for Official Quotation.

15. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

10.10 dIvIdend polIcy

The Directors will develop a suitable dividend policy at the appropriate stage. The Directors can give no assurance as to the extent, timing or actual payment of future dividends or the availability or level of franking credits. The level of dividends payable will depend upon a number of factors including future earnings, capital requirements and the overall financial condition of the Company. The Company has not declared or paid any dividends before the issue of this Prospectus.

• (b) for a Specified Reason, the Eligible Person or their nominee is entitled to exercise any such Option at any time prior to its expiry date.

PROSPECTUS noble mIneral resources lImITed

ADDITIONAL INFORMATION

10.11 TaXaTIon

The acquisition and disposal of Shares in Noble will have tax consequences, which will differ depending on the individual financial affairs of each Shareholder. All potential investors in Noble are urged to take independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, Noble, its officers and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

10.12 eXpenses of The offer

Assuming full subscription, it is estimated that approximately $370,000 will be payable by the Company in respect of experts’ fees, legal, accounting and other fees, design and printing costs, ASIC and ASX fees and other costs arising from this Prospectus and the Offer. In the event that the maximum Oversubscriptions are accepted, it is estimated that the expenses of the Offer will increase by $25,000.

10.13 elecTronIc prospecTus

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper prospectus lodged with the ASIC and the issue of Shares in response to an electronic Application Form, subject to compliance with certain provisions.

Noble 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. In such a case, the application monies received will be dealt with in accordance with section 722 of the Corporations Act.

10.14 resTrIcTed securITIes

Shares issued to promoters, vendors, seed capital investors and others prior to the Offer may be subject to the restricted securities provisions of the Listing Rules. Accordingly, a proportion of such Shares may be required to be held in escrow for a period of time, as determined by ASX.

10.15 forecasTs

The Company is an exploration company. 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 cannot be prepared and accordingly have not included forecasts in this Prospectus.

Persons who have received this Prospectus as an Electronic Prospectus should ensure that they have received the entire Prospectus accompanied by the Application Form. If they have not, they should contact Noble by email: info@ nobleminres.com.au or telephone: (61 8) 9474 6771 and Noble will send for free, either a hard copy or a further electronic copy of this Prospectus or both.

noble mIneral resources lImITed PROSPECTUS

DIRECTORS STATEMENT

11. dIrecTors’ sTaTemenT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus.

This Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn their consent.

Dated: 16 May 2008

Signed for and on behalf of the Company:

Wayne Norris Managing Director

PROSPECTUS noble mIneral resources lImITed

GLOSSARY

12. glossary

“$” means Australian Dollars.

“Applicant” means a person who submits an Application. “Application” means a valid application to subscribe for Shares.

“Application Form” means the Application Form attached to or accompanying this Prospectus.

“ASIC” means Australian Securities and Investments Commission.

“ASTC” means ASX Settlement and Transfer Corporation.

“ASTC Settlement Rules” means the SCH Business Rules as referred to in the Company’s constitution and which are now known as the ASTC Settlement Rules.

“ASX” means ASX Limited (ACN 008 624 691)

“Auditor” means Stantons International (ACN 103 088 697)

“Board” means the Board of Directors of Noble, unless the context indicates otherwise.

“Business Day” means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

“CHESS” means ASX Clearing House Electronic Sub-registry System.

“Closing Date” means 16 June 2008.

“Company” or “Noble” means Noble Mineral Resources Limited (ACN 124 893 465).

“Constitution” means the constitution of the Company.

“Corporations Act” and “Act” means the Corporations Act 2001 (Cth).

“Directors” means the board of directors of the Company as it is constituted from time to time.

“Electronic Prospectus” means the electronic version of this Prospectus.

“Exposure Period” means the period of seven (7) days after lodgement of this Prospectus which may be extended by ASIC by not more than seven (7) days pursuant to section 727(3) of the Corporations Act.

“Global Gold Holdings” means Global Gold Holdings Limited (ACN 123 879 416).

“Investigating Accountant” means Stantons International Securities Pty Ltd (ACN 128 908 289).

“Issue” means the issue of 10,000,000 Shares pursuant to this Prospectus.

“Issuer Sponsored” means shares issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

“Listing Rules” means the Listing Rules of the ASX.

“Offer” means the offer to the public of 10,000,000 Shares to raise a total of $2,000,000.

“Offer Period” means the period commencing on the Opening Date and ending on the Closing Date.

“Official List” means the Official List of the ASX.

“Official Quotation” means quotation of the Shares on the Official List.

“Opening Date” means 26 May 2008.

“Option” means an option to subscribe for one Share in the capital of Noble exercisable at 20 cents on or before 31 October 2012.

“Option Holders” mean those parties holding options to acquire Shares.

“Prospectus” means this prospectus dated 16 May 2008 in relation to the Offer, including the Electronic Prospectus.

“Quotation” means quotation of the Shares on ASX.

“Oversubscriptions” means the acceptance of additional applications for 5,000,000 Shares that are in excess to the Offer.

“Section” means a section of this Prospectus.

“Securities” means Shares and Options.

“Share” means one fully paid ordinary share in the capital of Noble.

“Shareholder” means a holder of Shares.

“Share Registry” means Computershare Investor Services Pty Limited (ACN 078 279 277).

“WST” means Western Standard Time, Perth, Western Australia.

“vendor Shares” means 3,000,000 Shares to be granted pursuant to the Cape Three Point Heads of Agreement summarised in Section 10.1 of this Prospectus.

“Investigating Accountant’s Report” means the report contained in Section 6 of this Prospectus.

“Independent Technical Expert” means SRK Consulting.

“Independent Technical Assessment Report” means the report contained in Section 5 of this Prospectus.

“IPO” means the initial public offer constituted by the Offer.

noble mIneral resources lImITed PROSPECTUS

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