ADAVALE RESOURCES LIMITED — Capital/Financing Update 2008

Mar 5, 2008

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A.B.N. 96 008 719 015 I A.C.N. 008 719 015
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6 March 2008

ASX Code: ADD

ASX ANNOUNCEMENT

ADAVALE RESOURCES LIMITED

For Immediate Release to the Market

Adavale Resources Limited (formerly PocketMail Group Limited) wishes to announce that it has lodged a Supplementary Prospectus with the Australian Securities and Investments Commission in the form as attached.

The Supplementary Prospectus is lodged to enable the option holders who are to be issued new shares and options as approved by Shareholders on 14 February 2008 make application for those new shares and options under the Prospectus lodged on 18 February 2008.

At this stage, the capital raising set out in the Prospectus will be completed tomorrow and an actual date for re-instatement will then be issued by ASX.

END

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ADAVALE RESOURCES LIMITED

ABN 96 008 719 015

SUPPLEMENTARY PROSPECTUS

1. IMPORTANT NOTICE

This Supplementary Prospectus is dated 6 March 2008 and is supplementary to the Prospectus dated 18 February 2008 issued by Adavale Resources Limited (ABN 96 008 719 015) (formerly Pocketmail Group Limited) ( Company ) ( Prospectus ). This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission ( ASIC ) on 6 March 2008. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus. This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Terms defined in the Prospectus have the same meaning in this Supplementary Prospectus.

This Supplementary Prospectus will be issued with the Prospectus and an electronic prospectus may be accessed on the internet at www.adavaleresources.com.au.

2.

OFFER UNDER THE PROSPECTUS

The Prospectus lodged on 18 February 2008 confirms that it was issued for the purposes of the Company re-complying with the ASX requirements to enable its securities to be re-instated to quotation on ASX, together with the offer to IB Daiwa Corporation as referred to in the Prospectus.

As the Company’s securities have been suspended for in excess of 5 days, the Prospectus is to be varied to also provide that it is for the purpose of making offers for the Shares and Options approved at the meeting held on 14 February 2008 and as described and detailed in Schedule 1 and Schedule 2 in the Notice of Meeting.

The Shares and Options to be issued are set out in Section 3.5 of the Prospectus under the heading of “Capital Structure” and the effect of the issue of those new Shares and new Options has been detailed in the Prospectus.

3. AMENDMENT TO PROSPECTUS

The Prospectus is amended by this Supplementary Prospectus by:

• (a) inserting the following paragraph as Section 11.12 in the Prospectus and altering the reference to 11.12 in the Prospectus to 11.13. The new Section 11.12 is as follows:

“ 11.12 Further Offers

Pursuant to this Prospectus, the Company is also making offers to the persons or their nominees set out in Schedule 1 and Schedule 2 of the Notice of Meeting (other than BSJS Pty Ltd, which entity has exercised its Options) to subscribe for that number of new Shares and new Options as set out in the Notice of Meeting. Those persons should complete the Application Form attached to this Prospectus and return it to the Company in the manner set out on that form.”

• (b) inserting the Application Form attached to this Supplementary Prospectus at the end of the Prospectus.

4. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

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Director For and on behalf of Adavale Resources Limited

Note: All other details in relation to the Prospectus remain unchanged. The directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor on the basis that the issue of the Shares and Options as referred to in this Supplementary Prospectus were set out in and detailed in the Prospectus in full.

Broker Stamp / Advisor Code

Share Registrar Use Only

APPLICATION FORM

ADAVALE RESOURCES LTD ABN 96 008 719 015

Before completing this Application Form, you should read the Prospectus dated 18 February 2008 and any relevant Supplementary prospectus and the instructions overleaf. No Shares or Options will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

I/We apply for: Shares and Series 1 Options

Series 2 Options Series 3 Options Series 4 Options

in ADAVALE RESOURCES LIMITED.

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I/We agree to cancel all of the existing options we hold in the Company in consideration																																			for the issue of the Shares and Options referred to
above.
Full name (PLEASE PRINT)
Joint Applicant #2 or
Joint Applicant #3 or
Postal Address(PLEASE PRINT)
Street Number Street
Suburb/Town																																			State Post code
																																			Telephone number – Business hours
Contact Name
																																			Telephone number – After hours
CHESS HIN (where applicable)
Tax File Number, ABN or Exemption Applicant #2																																			Applicant #3
																																										Amount of cheque
CHEQUE DETAILS
Drawer																									Bank										BSB

Declaration and Statements:

By lodging this Application Form:

I/We declare that all details and statements made by me/us are complete and accurate;

I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company; I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus;

I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Shares and Options to me/us; and I/We have received personally a copy of the Prospectus accompanied by or attached to this Application Form or a copy of the Application Form or a direct derivative of the Application Form before applying for Shares and Options.

I/We acknowledge that returning the Application Form will constitute my/our offer to subscribe for Shares and Options in ADAVALE RESOURCES LIMITED and that no notice of acceptance of the application will be provided.

SIGNATURE OF APPLICANT OR AUTHORISED OFFICER: _________

____________________ Dated:

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 18 FEBRUARY 2008 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

APPLICATION FORMS

Please complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company’s decision as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final.

BROKER SPONSORED APPLICANTS

The Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are already a Broker Sponsored participant in this system, you may complete this section or forward a signed Application Form to your sponsoring broker for completion prior to lodgement. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.

TAX FILE NUMBERS

The collection of tax file number (“TFN”) information is authorised and the tax laws and the Privacy Act strictly regulate its use and disclosure. Please note that it is not against the law not to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfranked dividend distribution at the maximum tax rate.

If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from the Australian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contact your taxation adviser or any Taxation Office.

CORRECT FORM OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to ADAVALE RESOURCES LIMITED. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

**TYPEOF INVESTOR **	CORRECT FORM OF REGISTRATION	INCORRECT FORM OF REGISTRATION
Individual Usegiven names infull, not initials	Mr John Alfred Smith	J A Smith
Company Use the company’sfull title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint holdings Usefull and complete names	Mr Peter Robert Williams & Ms Louise Susan Williams	Peter Robert & Louise S Williams
Trusts Use trustee(s) personal name(s), Do not use the name of the trust	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Jane Mary Smith & Mr Frank William Smith	Estate of Late John Smith, or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Master Peter Smith
Partnerships Use thepartners’personal names. Do not use the name of thepartnership	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son