Alkane Resources - Capital/Financing Update 2012

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R ESOURCES L TD
ABN 3 5 0 0 0 6 8 9 2 1 6
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7 May 2012

Manager Announcements ASX Market Announcements ASX Limited 20 Bridge Street Sydney NSW 2000

Dear Sir,

PROSPECTUS COMPASS ROYALTY

As announced on 20 April 2012, the Company has reached agreement with Compass Resources Ltd to fully acquire the production royalty for any minerals and metals recovered from EL 5675 at the Tomingley Gold Project. Consideration for acquisition of the royalty is the issue of 6 million Alkane shares and 4 million options, exercisable at $1.50 within twelve months.

In order to facilitate the issue of the options and future transactions of those options or any shares issued on their exercise, the Company has lodged the attached Prospectus with Australian Securities and Investments Commission today.

Yours faithfully, for ALKANE RESOURCES LTD

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D I Chalmers Managing Director

65 Burswood Road, Burswood WA 6100, AUSTRALIA (PO Box 4384, Victoria Park WA 6979, AUSTRALIA) Telephone: +61 8 9227 5677 Facsimile: 61 8 9227 8178 www.alkane.com.au [email protected]

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Alkane Resources Ltd ABN 35 000 689 216

Prospectus for an offer of 4,000,000 Unlisted Options

THIS PROSPECTUS SHOULD BE READ IN ITS ENTIRETY

BEFORE DECIDING WHETHER TO ACCEPT THE OFFER OF UNLISTED OPTIONS.

THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES OR TO US PERSONS.

IMPORTANT NOTICE

This document is a prospectus issued by Alkane Resources Ltd ABN 35 000 689 216 for the purposes of the Corporations Act. This Prospectus is dated 7 May 2012 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Unlisted Options will be issued on the basis of this Prospectus after the date that is 13 months after the date of this Prospectus.

Important document

It is important that you carefully read this Prospectus in its entirety before deciding to invest in the Unlisted Options and, in particular, that you consider the risk factors outlined in section 3 of this Prospectus that could affect the performance of Alkane or the value of an investment in Alkane.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Alkane in connection with the Offer. Neither Alkane nor any other person warrants the future performance of Alkane or any return on any investment made under this Prospectus, except as required by law and then, only to the extent so required.

Future performance and forward looking statements

Except as required by law, and then only to the extent required by law, neither Alkane nor any other person warrants the future performance of Alkane, the Unlisted Options, Shares issued upon the exercise of the Unlisted Options, or any return on any investment made by you under this Prospectus.

This Prospectus may contain forward-looking statements. Any such statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Alkane and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by forward-looking statements. These risks, uncertainties and assumptions include but are not limited to the risks in section 3 of this Prospectus. Forward-looking statements include those containing such words as "anticipate", "estimate", "expect", "opportunity", "plan", "intend", "aim", "seek", "believe", "should", "will", "may" or similar expressions.

Alkane and its Directors cannot, and do not, give any assurance that the results, performance or achievements expressed or implied by any forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Alkane has no intention to update or revise any forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

Restrictions on the distribution of this Prospectus

This Prospectus does not constitute an offer of Unlisted Options in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) should seek advice on, and observe, those restrictions. The Unlisted Options have not been, and will not be, registered under the US Securities Act and may not be offered in the United States or to, or for the account of or benefit of, US Persons.

Defined terms and abbreviations

Terms and abbreviations used in this Prospectus are defined in the Glossary (see section 7).

Prospectus availability

A printed copy of this Prospectus and the Application Form will be sent to Compass. Compass will only be entitled to accept the Offer by completing the Application Form.

Australia and New Zealand

This Prospectus contains an offer to Compass in Australia of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. This Prospectus is not an investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with New Zealand law. This Prospectus may not contain all the information that an investment statement or prospectus under New Zealand law is required to obtain.

Foreign jurisdictions

This Prospectus has been prepared to comply with the requirements of the securities laws of Australia. This Prospectus does not constitute an offer or invitation in any place in which, or to any person whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Unlisted Options or otherwise permit a public offering of the Unlisted Options in any jurisdiction other than Australia. This Prospectus does not constitute an offer of securities in the US or to, or for the account or benefit of, any US Persons.

The distribution of this Prospectus outside Australia may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions and should seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

None of the Unlisted Options, or any Shares resulting from the exercise of the Unlisted Options, have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the US, and may not be offered or sold in the US, or to, or for the account or benefit of, a US Person, except in a transaction exempt from the registration requirements of the US Securities Act and applicable US state securities laws.

Financial amounts

Money expressed in this Prospectus is in Australian dollars unless otherwise indicated.

1.	DETAILS OF THE OFFER	5
2.	PURPOSE AND EFFECT OF THE OFFER ON THE COMPANY	8
3.	RISK FACTORS	10
4.	TERMS AND CONDITIONS OF UNLISTED OPTIONS	18
5.	TERMS AND CONDITIONS OF SHARES	19
6.	ADDITIONAL INFORMATION	21
7.	GLOSSARY OF TERMS	24

1. DETAILS OF THE OFFER

1.1 Background to the Offer

The Company and Compass Resources Limited ( "Compass" ), an ASX-listed Australian public company, are parties to the Farmin Agreement. Under that agreement, the Company agreed to pay a royalty to Compass ( "Royalty" ).

On 20 April 2012, the Company announced that it has agreed with Compass to acquire the Royalty. This agreement is pursuant to a Deed of Surrender. Broadly speaking, under that deed, Compass and Alkane agreed that:

Compass's right, title and interest in the Royalty will be surrendered;
the Farmin Agreement will be of no further force or effect; and
Alkane must issue 6,000,000 Shares and 4,000,000 Unlisted Options to Compass.

The parties also agreed that the Company would issue this Prospectus for the Unlisted Options for the purposes set out in section 1.3 below.

1.2 Details of the Offer

The offer under this Prospectus is made exclusively to Compass in Australia. The Offer is not made to any other person.

Pursuant to this Prospectus, Compass will be issued 4,000,000 Unlisted Options. The Unlisted Options have an exercise price of $1.50 and expire on the first anniversary of their date of issue. If Compass exercises any or all of the Unlisted Options, all other Shareholders will have their current percentage shareholding in Alkane diluted.

Alkane will not apply for admission of the Unlisted Options to quotation by ASX.

Refer to section 4 for the terms and conditions of the Unlisted Options, and section 5 for a summary of the rights and liabilities attaching to the Shares issued following the exercise of the Unlisted Options.

1.3 Purpose of this Prospectus

(a) Offer

This Prospectus has been issued to offer the Unlisted Options to Compass in Australia. As Compass is an ASX-listed Australian public company, it is a professional investor under section 708(11) of the Corporations Act.

(b) Trading of Unlisted Options

This Prospectus has also been issued to facilitate trading of the Unlisted Options in accordance with section 707(3) of the Corporations Act within 12 months after their issue.

The Offer of the Unlisted Options has not been made by Alkane with the purpose of Compass selling or transferring the Unlisted Options, or granting, issuing or transferring interests in them within 12 months of grant. However, the Directors consider that Compass should be entitled to on-sell the Unlisted Options within this period should it wish to do so.

(c)

Trading of Shares issued under Unlisted Options

This Prospectus has also been issued to facilitate trading of Shares issued following the exercise of the Unlisted Options. Offering the Unlisted Options under this Prospectus will enable Compass to on-sell the Shares issued on the exercise of the Unlisted Options pursuant to ASIC Class Order 04/671.

1.4 How to apply for Unlisted Options under the Offer

Before taking any action in relation to the Offer, Compass should read this Prospectus in its entirety, particularly the risk factors set out in section 3.

Compass must apply for the Unlisted Options by using the Application Form accompanying this Prospectus. No application monies are required to be paid by Compass to apply for the Unlisted Options.

Compass's completed Application Form must be sent to the Company at:

Alkane Resources Ltd 65 Burswood Road BURSWOOD WA 6100

Once Compass has submitted its Application, it is irrevocable and cannot be withdrawn except as allowed by law.

Alkane reserves the right to extend the Closing Date without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. If Compass does not accept the Offer by the Closing Date, the Offer will lapse.

No brokerage or stamp duty is payable on the issue of Unlisted Options.

1.5 Representations by acceptance

By completing and returning the Application Form, Compass will be deemed to have represented to Alkane that it:

(a) acknowledges that it has read and understands this Prospectus and the Application Form in their entirety;
(b) agrees to be bound by the terms of the Offer, the provisions of this Prospectus, and the Company's constitution;
(c)
authorises Alkane to register it as the holder of the Unlisted Options allotted to it;
(d) declares that all details and statements in the Application Form are complete and accurate;
(e) has full legal capacity and power to perform all its rights and obligations under the Application Form;
(f) acknowledges that once Alkane receives the Application Form it may not withdraw its Application except as allowed by law;
(g)
agrees to apply for and be issued 4,000,000 Unlisted Options;
(h) authorises Alkane, the Share Registry and their respective officers or agents to do anything on its behalf necessary for the Unlisted Options to be issued to it, including to act on instructions of the Share Registry upon using the contact details set out in its Application Form;
(i) acknowledges that the information contained in this Prospectus and its Application Form is not investment advice nor a recommendation that the Unlisted Options are suitable for it given its investment objectives, financial situation or particular needs;
(j) acknowledges that neither Alkane nor its respective related bodies corporate and affiliates and their directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Alkane, nor do they guarantee any return on investment;

(k) authorises Alkane to correct any errors in its Application Form or other form provided by it; and
(l) represents and warrants that the law of any place does not prohibit it from being given this Prospectus and the Application Form, nor does it prohibit it from making the Application for the Unlisted Options and that it is otherwise eligible to participate in the Offer.

(a)

1.6 No ASX quotation of Unlisted Options

No application will be made for admission of the Unlisted Options to quotation by ASX.

1.7 Issue and ASX quotation of underlying Shares

Following the valid exercise of the Unlisted Options, the Company will issue Shares to Compass within 3 Business Days.

The Company will apply for admission of those Shares to quotation by ASX as soon as possible after being issued.

1.8 Rights and liabilities attaching to issued Shares

The Shares issued to Compass, should it choose to exercise any or all of the Unlisted Options, will, from their date of issue, rank equally in every respect with all existing Shares then on issue. A summary of the rights and liabilities attached to these Shares is set out in section 5.

1.9 Risk factors

In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in Alkane, which are set out in section 3 of this Prospectus.

1.10 Taxation implications

Taxation implications depend on the specific circumstances of Compass. Further, tax rules or their interpretation in relation to equity investments may change following the completion of the Offer. Compass should obtain its own professional advice before concluding on the particular taxation implications that will apply to it if it participates in the Offer.

1.11 Market prices of existing Shares on ASX

The latest available market sale price of Alkane's existing Shares on ASX prior to the date of lodgement of this Prospectus is $1.245 per Share on 4 May 2012.

The highest and lowest market sale prices of Alkane's existing Shares on ASX during the 3 months immediately prior to the lodgement of this Prospectus with ASIC are set out below:

3 month low Share price	3 month high Share price
$0.945 on 31 January 2012	$1.615 on 2 April 2012

2. PURPOSE AND EFFECT OF THE OFFER ON THE COMPANY

2.1 Purpose of the Offer

The purpose of the Offer is to ensure that Alkane satisfies its obligations under the Deed of Surrender with Compass. A summary of the key terms of this deed is set out in section 1.1.

Accordingly, the purpose of the Offer is not to raise any capital. However, if Compass exercises any or all of the Unlisted Options, some capital will be raised. This is discussed in more detail in section 2.6.

2.2 Operational background

Alkane is a multi-commodity explorer and miner with its operations focused in the Central West of New South Wales, about 400 kilometres northwest of Sydney. Details of Alkane's key operations, including information about the Tomingley Gold Project and Dubbo Zirconia Project, are set out in its 2011 Annual Financial Report and previous ASX announcements.

2.3 Effect on capital structure

The effect of the Offer on Alkane's capital structure is set out in the table below.

	Ordinary Shares	Unlisted Options
Balance as at the date of this Prospectus	366,231,500	NIL
Shares issued under Deed of Surrender	6,000,000	NIL
Unlisted Options to be issued under this Prospectus	NIL	4,000,000
Balance after the Offer	372,231,500	4,000,000

2.4 Control

The possible effect of the Offer on Compass's shareholding in Alkane, as at the date of this Prospectus, is set out in the table below

	Shares held before Offer	Shares issued under Deed of Surrender	Shares issued after exercise of Unlisted Options	Total Shares held	Percentage shareholding
MAXIMUM	NIL	6,000,000	4,000,000	10,000,000	2.66%
MINIMUM	NIL	6,000,000	NIL	6,000,000	1.61%

2.5 Effect for Shareholders

If Compass exercises any or all of Unlisted Options, all other Shareholders will have their holdings diluted.

2.6 Effect on financial position

The principal purpose of the Offer is not to raise capital. However, the Company will receive $1.50 for each Unlisted Option exercised. Whether or not Compass decides to exercise any or all of the Unlisted Options will depend on a variety of factors such as the market price of the Shares relative to the Exercise Price. If Compass decides to exercise all of the Unlisted Options then the Company will raise $6,000,000. If Compass does not exercise any of the Unlisted Options, no capital will be raised.

2.7 Dividends

The Shares issued upon the exercise of the Unlisted Options will rank equally in all respects (including dividend and bonus issues) with all existing Shares in the capital of Alkane from the date of issue. The Board is not able to indicate when and if dividends will be paid in the future, as payment of any dividend will depend on the future profitability, financial position and cash requirements of Alkane.

3. RISK FACTORS

This section discusses some of the key risks associated with an investment in Alkane.

Alkane’s financial performance, financial position, distributions and the market price of the Unlisted Options and Shares issued following the exercise of the Unlisted Options may be adversely affected, sometimes materially, by a number of risk factors. These risks include, but are not limited to, the risks set out in this section. Additional risks not presently known to Alkane or, if known, that are not considered material, may also have an adverse effect.

3.1 Company specific risks

The following risks have been identified as being key risks specific to an investment in Alkane. These risks have the potential to have a significant adverse impact on Alkane and may affect Alkane’s financial position, prospects, and the price and value of the Unlisted Options and Share issued following the exercise of the Unlisted Options.

(a) Exploration, development, mining and processing risks

The current and future operations of Alkane in mineral exploration, project development and mining by its nature contain elements of significant risk. Ultimate and continuous success of these activities is dependent on many factors such as:

the discovery and/or acquisition of Mineral Resources;
the degree of conversion to economically recoverable Ore Reserves;
changes to Mineral Resource and Ore Reserve estimates as a result of the identification of new resources and reserves;
the reclassification of Mineral Resources and Ore Reserves;
the depletion of Mineral Resources and Ore Reserves by mining, increases and decreases to Ore Reserves as a result of changing costs and revenues;
successful conclusions to feasibility studies, access to adequate capital for project development;
design and construction of efficient mining and processing facilities within capital expenditure budgets;
metallurgical recoveries;
performance of extractive equipment and reagents;
securing and maintaining title to tenements;
obtaining consents and approvals necessary for the conduct of exploration and mining; and
access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from the development of tenements depends on the successful establishment of mining operations. Factors including costs, actual mineralisation consistency and reliability of ore grades and commodity prices affect successful project development and mining operations.

(b) Operating history

The Company does not currently conduct mining production operations. There can be no assurance that it can bring its projects into production or operate any such projects

profitably. While the Company aims to generate working capital through future mining operations, there is no assurance that the Company will be capable of producing positive cash flow on a consistent basis or that any such funds will be available for further exploration and development programs.

(c) Operating risks

The current and future operations of the Company, including exploration, appraisal, development and possible production activities may be affected by a range of factors, including:

adverse geological conditions;
limitations on activities due to seasonal weather patterns and cyclone activity;
unanticipated operational and technical difficulties encountered in geophysical surveys, drilling and production activities;
mechanical failure of operating plant and equipment;
industrial and environmental accidents, industrial disputes and other force majeure events;
unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and
inability to obtain necessary consents or approvals.
(d) Reliance on key personnel and employees

The Company’s prospects depend in part on the ability of its executive officers, senior management and key consultants to operate effectively, both independently and as a group. To manage its growth, the Company must attract and retain additional highly qualified management, technical, sales and marketing personnel and continue to implement and improve operational, financial and management information systems. Investors must be willing to rely to a significant extent on management’s discretion and judgement, as well as the expertise and competence of outside contractors.

(e) Limited geographical distribution

Alkane's projects are located in New South Wales and Western Australia. Any circumstance or event which negatively impacts the ownership, development or operation of these projects in those states, could materially affect the financial performance of Alkane more significantly than if it had a more diversified asset base.

(f) Product sales agreements

As set out in the Company's ASX announcements on 16 May 2011, 26 July 2011, 15 August 2011 and 26 October 2011 Alkane is in the process of negotiating contracts with various counterparties with respect to the sale of products from its Dubbo Zirconia Project. Whilst the Company has entered into non-binding memoranda of understanding for its zirconium and niobium products, there are no binding agreements in place for the sale of these products nor any of the other products from this project. There is no guarantee that the Company will be able to reach agreement on terms satisfactory to it. If it cannot reach agreement on satisfactory terms, this may have an adverse effect on the viability of the project or the Company's future revenues.

(g) Insurance

Insurance against all risks associated with mine development and operation is not always available or affordable. The Company intends to maintain insurance where it is considered appropriate for its needs. However, it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive in the circumstances.

(h) Future capital requirements

Alkane's ongoing activities require substantial further financing in the future for its business activities, in addition to any amounts that may be raised as a consequence of this Offer. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the current market price or may involve restrictive covenants which limit Alkane's operations and business strategy.

The Company is seeking project financing for the Tomingley Gold Project, and has entered into a mandate with Credit Suisse to exclusively act as arranger and underwriter. However, any project financing will be subject to agreeing commercial terms and definitive documentation, which will also likely include certain conditions precedent to drawdown of the debt. There is no assurance that the Company will be able to secure project financing on commercially acceptable terms, to agree definitive documentation or satisfy the conditions precedent to drawdown. In these circumstances, the Company would be required to seek alternate sources of funding for development of the Tomingley Gold Project. There is no guarantee that alternate sources of funding will be available on terms acceptable to the Company.

In relation to the Dubbo Zirconia Project, the Company is currently assessing a number of financing options.

Although the Board believes that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to Alkane or at all. If Alkane is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on Alkane's activities and could affect Alkane's ability to continue as a going concern.

(i)

Liquidity risk

There can be no guarantee that there will continue to be an active market for the Shares or that the price of the Shares will increase. There may be relatively few buyers or sellers of the Shares on ASX at any given time. This may affect the volatility of the market price of these shares. It may also affect the prevailing market price at which Shareholders are able to sell their shares.

3.2 Industry specific risks

Potential investors should understand that all mineral exploration, development and mining activities are high-risk undertakings and there can be no assurance that any exploration or development activity in regard to Alkane's current properties, or any properties that may be acquired in the future, will result in the discovery or exploitation of an economic Mineral Resource.

Mineral exploration, development and mining may be hampered by circumstances beyond the control of Alkane and are speculative operations which by their nature are subject to a number of inherent risks, including the following.

(a) Development of projects

The future development of Alkane's projects will require substantial capital expenditure, experienced personnel and regulatory approvals. Further, there are a number of uncertainties inherent in the development and construction of any mining projects and processing facilities. These include:

timing and cost, which can be considerable, of the construction of mining and processing facilities;
availability and cost of skilled labour, power, water and transportation facilities;
need to obtain necessary environmental and other governmental permits and the timing of those permits – for example, project approval from the NSW Department of Planning and Infrastructure for the Dubbo Zirconia Project and Tomingley Gold Project;
need to consider and address landholder, native title, cultural heritage, environmental and community issues; and
unexpected technical, geographical or geological issues not readily apparent at the commencement of development.

There is a risk that the anticipated development and construction of the Company's projects are not completed on schedule or that construction cost exceeds any applicable budget.

(b) Exploration risks

Exploration is a high risk activity that requires large amounts of expenditure over extended periods of time. Alkane's exploration activities are subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant, risks associated with operating in remote areas and other similar considerations. Conclusions drawn during mineral exploration are subject to the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

There can be no assurance that exploration of the mineral properties, or any other mineral properties that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The 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 control of the Company.

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

Further, the costs of Alkane's exploration activities may materially differ from its estimates and assumptions. No assurance can be given that Alkane's cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the value of the Shares.

Alkane's ore quantities and grades included in its Mineral Resource and Ore Reserve estimates are estimates and may not prove to be an accurate indication of the quantity or grade of the ore that Alkane has identified or that it will be able to extract.

Estimating the size and/or grade of a deposit depends on interpreting and extrapolating a limited amount of geological data, including drilling samples and assays. Many complex geological and metallurgical judgments are required in order to estimate Mineral Resources, including the interpretation of observable geological structures, the location, spacing, direction and depth of drill holes, the application of sampling techniques and the statistical controls to apply to the resulting data. As a result Mineral Resource estimates are inherently uncertain, and there can be no assurance they will not be subject to future downward revision.

In addition, the inclusion of material in a Mineral Resource estimate does not require a conclusion that the material may be economically extracted at the yield indicated or at all. It should not be assumed that Alkane's Mineral Resource estimates are capable of being directly reclassified as Ore Reserves under the JORC Code. Converting a Mineral Resource into an Ore Reserve requires additional judgments and assumptions, including estimates of mining techniques and costs, infrastructure and processing costs, metallurgical recoveries, transport costs, taxes and royalties and the price at which Alkane will be able to sell its production. Such estimates and judgments may prove to be inaccurate and are subject to changing circumstances. In addition, future changes in circumstances, such as increased costs, changes in taxes or regulations or lower commodity prices may alter the economic assumptions on which Alkane's Ore Reserve estimates are based, which may cause a downward revision.

Any material reductions in Alkane's estimates of Mineral Resources and Ore Reserves, or its ability to extract such Ore Reserves, could have a material adverse effect on Alkane's prospects, value, business, results of operations and financial condition. In addition, a reduction in Ore Reserves could impact depreciation and amortisation rates, assetcarrying values and provisions for closedown, restoration and environmental clean-up costs.

(d) Commodity price fluctuations and hedging

In the event of exploration and development success, any future revenue derived through any future sales of valuable minerals exposes the potential income of Alkane to commodity price risks, subject to any commodity price hedging Alkane undertakes. For example, Alkane has entered into gold forward contracts to manage the gold price of a proportion of anticipated sales of gold. The Alkane corporate group has a contingent liability of the difference between the hedge price and the spot price of gold if it is unable to physically deliver gold under the forward contracts.

Commodity prices fluctuate and are affected by numerous factors beyond the control of Alkane. These factors include world demand for commodities, forward selling by producers and the level of production costs in major commodity-producing regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, commodities.

(e) Exchange rate fluctuations

International prices of most commodities are denominated in United States dollars, whereas the majority of the expenditure by Alkane will be in Australian currency, exposing Alkane to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar, subject to any currency hedging Alkane may undertake.

(f) Environmental risks

The operations and proposed activities of Alkane are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, Alkane's proposed activities are expected to have an impact on the environment, particularly as advanced exploration, mine development and mining activities proceed. Such impacts can give rise to substantial costs for environmental rehabilitation, damage, control and losses. Further, if there are environmental rehabilitation conditions attaching to the tenements of Alkane, failure to meet such conditions could lead to fines or even forfeiture of these tenements.

Alkane strives to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, there is always a risk of environmental damage arising from Alkane's operations, including through accident, which may give rise to liabilities and costs for Alkane, including through the imposition of fines and the potential for operations to be delayed, suspended or shut down. There is a risk that environmental issues already exist in the areas where Alkane is exploring or operating that may give rise to liability for Alkane. There is also a risk that actions could be brought against Alkane alleging adverse effects on the environment in areas surrounding its sites.

(g) Occupational health and safety risks

Alkane is committed to providing a healthy and safe environment for its personnel, contractors and visitors. Mining activities have inherent risks and hazards. Alkane provides appropriate instructions, equipment, preventative measures, first aid information and training to all stakeholders through its occupational, health and safety management systems.

(h) Tenure and native title risks

Interests in exploration and mining tenements in Australia are governed by State legislation and are evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well as other conditions requiring compliance. These conditions include the requirement, for exploration licences, for reduction in the area held under licence from time to time unless it is considered that special circumstances apply. Consequently, Alkane could lose title to, or its interest in, its mining tenements if licence conditions are not met or if expenditure commitments are not met.

The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in respect of land and waters, according to their traditional laws and customs. It is possible that, in relation to mining tenements in which Alkane has an interest or may acquire such an interest, there may be areas over which legitimate common law or statutory native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of Alkane to obtain the consent of any relevant land owner, or to progress from the exploration phase to the development and mining phases of the operation, may be adversely affected.

In addition, for mining tenements to be validly granted (or renewed) after 23 December 1996 the "future act regime" established by the Native Title Act 1993 (Cth) must be followed. This may involve complying with the potentially lengthy and expensive "right to negotiate" process under that Act. Therefore, native title considerations may impact on Alkane's operations and future plans.

(i) Licences and permits

Many of the mineral rights, interests and agreements of Alkane are subject to government approvals, licences and permits. In the event that Alkane breaches the conditions of its approvals, licences or permits, it may be subject to fines or penalties and mining, production and processing could be suspended by regulatory authorities. Such licences and permits are subject to change in various circumstances. The granting,

renewal and continued effectiveness of such approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. There is a risk that Alkane will be unsuccessful in maintaining, or having renewed, any or all of the various approvals, agreements, licences and permits in full force and effect without modification or revocation. To the extent such approvals are required and not obtained, Alkane may be curtailed or prohibited from continuing with its mining and processing operations, or proceeding with any future exploration or development of its tenements.

(j) Joint venture partners and contractors

Alkane may rely significantly on strategic relationships with other entities and also on a good relationship with regulatory and government departments and other interest holders. For example, Alkane participates in a joint venture with Newmont Australia Limited (Orange District Exploration Joint Venture) and is currently negotiating off-take agreements with key customers for its Dubbo Zirconia Project. Alkane may also rely on third parties to provide essential contracting services. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed. Alkane could be adversely affected by changes to such relationships or difficulties in forming new ones.

(k) Competition

Alkane competes with other companies, including major mining companies in Australia and internationally. Some of these companies have greater financial and other resources than Alkane and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that Alkane can compete effectively with these companies.

(l) Taxation

There can be no assurance that Alkane will not in the future be subject to other taxation levies additional to those to which all mining companies are currently subject (ie income tax and royalties). Alkane may also be required to pay a Minerals Resources Rent Tax ( MRRT ). The package of Commonwealth bills necessary to implement the MRRT was passed by the Senate on 19 March 2012. The MRRT is a tax on the profits that miners make from taxable resources (currently limited to iron ore, coal and some gases) after they are extracted from the ground, but before they undergo any significant processing or value add. Subject to the possibility of a successful constitutional challenge to the MRRT's validity, the tax will begin to apply with effect from 1 July 2012.

There is a risk that any additional taxation of mining profits may affect the value of Alkane's mining exploration interests and the ability of Alkane to raise capital in the future.

Alkane may be affected by changes in government taxation and royalty policies, or in the interpretation or application of such taxation provisions and policies.

(m) Climate change

Mining of Mineral Resources is relatively energy intensive and depends on fossil fuels. Increased regulation and government policy designed to mitigate, abate or adapt to climate change may adversely affect Alkane's cost of operations and reduce its profitability.

There has been increased regulation and policy in Australia to promote reductions in carbon emissions, impose emission reduction targets and promote improvements in energy efficiency, including the National Greenhouse and Energy Reporting Act 2007 (Cth), the Energy Efficiency Opportunities Act 2006 (Cth), the Renewable Energy (Electricity) Act 2000 (Cth).

Further, the Australian government has recently passed the clean energy legislative package, which comprises 18 acts of parliament designed to put a price on carbon pollution, promote investment in renewable and clean energy technologies and support action to reduce carbon pollution. As part of the clean energy legislative package, the Australian government will impose a fixed price of $23 per tonne on carbon emissions from 1 July 2012 before moving to a cap-and-trade emissions trading scheme from 1 July 2015. Such regulatory policy change is likely to raise energy costs and costs of production for Alkane.

3.3 General investment risks

The business activities of Alkane are subject to various general economic and investment risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of Alkane and cannot be mitigated. There are a number of general economic and investment risk factors that apply to companies generally and may include economic, financial, market or regulatory conditions. These risk factors include, but are not limited to the following.

(a) General economic conditions

Economic conditions, both domestic and global, may affect the performance of Alkane. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. Alkane's future possible revenues and share prices can be affected by these factors, all of which are beyond the control of Alkane or its directors.

(b) Equity market conditions

Securities listed on the stock market, and in particular securities of mining and exploration companies, can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of the Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general.

General factors that may affect the market price of the Shares include economic conditions in both Australia and internationally (particularly Australian, US and Chinese economic conditions), investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

(c) Changes in government policy and legislation

Any material adverse changes in relevant government policies or legislation of Australia may affect the viability and profitability of Alkane, and consequent returns to investors. The activities of Alkane are subject to various federal, state and local laws governing prospecting, development, production, taxes, labour standards and occupational health and safety, and other matters.

(d) Other

Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of Alkane.

4. TERMS AND CONDITIONS OF UNLISTED OPTIONS

The terms and conditions of the Unlisted Options are as follows:

(a) The exercise of price of each Unlisted Option is $1.50.
(b) Each Unlisted Option entitles the holder to subscribe for and be issued one Share.
(c) The Unlisted Options are exercisable:
(i) either in total, or in parcels of not less than 250,000 Unlisted Options;
(ii) from time to time before 5.00 pm (Perth time) on the first anniversary of their issue; and
(iii) by lodging at the registered office of the Company an Exercise Notice accompanied by the payment of the Exercise Price for the number of Unlisted Options so exercised.
(d) Except as provided below, there are no participating rights or entitlements inherent in the Unlisted Options.
(e) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company, the Unlisted Options are to be reorganised in a manner required by the ASX Listing Rules and regulations of the ASX applying to a reorganisation of capital.
(f) Shares allotted and issued pursuant to the exercise of the Unlisted Options will be allotted and issued by the Company within 3 Business Days after receipt by the Company of both a properly executed Exercise Notice and payment of the Exercise Price.
(g) Application will not be made to ASX for official quotation of the Unlisted Options.
(h) Shares issued upon exercise of the Unlisted Options will rank pari passu in all respects with all other Shares then on issue.
(i) The Company will apply within 3 Business Days of the holder having exercised any Unlisted Options (or earlier if required by the ASX Listing Rules) for official quotation with ASX for all Shares issued upon exercise of any of the Unlisted Options.
(j) The holder will be entitled to participate in new securities offered to Shareholders in the Company to the extent that the holder has exercised the Unlisted Options before the record date for the new issue.
(k) There will be no change to the Exercise Price of the Unlisted Options or the number of Shares over which each Unlisted Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares (other than a bonus issue).
(l) If there is a bonus issue to Shareholders before 5.00 pm (Perth time) on the first anniversary of the issue of the Unlisted Options, the number of Shares over which Unlisted Options are exercisable will be increased in accordance with ASX Listing Rule 6.22.3.
(m) Subject to the Corporations Act, the ASX Listing Rules and regulations of the ASX, and the Company's constitution, the Unlisted Options are transferable in parcels of not less than 250,000 Unlisted Options.
(n) To the extent that these Terms and Conditions are inconsistent or different in any way from any provision of the Listing Rules and regulations of the ASX in respect of options to subscribe for ordinary shares in companies listed on the ASX, the Listing Rules and regulations of the ASX prevail.

5. TERMS AND CONDITIONS OF SHARES

Shares issued following the exercise of the Unlisted Options will be fully paid ordinary shares in Alkane and will rank equally with the Shares already on issue.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to Shares. Full details of the rights and liabilities attaching to the Shares are contained in Alkane’s constitution and in certain circumstances, are regulated by the Corporations Act, the ASX Listing Rules, the ASX Settlement Operating Rules and the common law. Alkane's constitution is available for inspection free of charge at Alkane's registered office and is available on Alkane's website at www.alkane.com.au.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of Alkane and to receive all notices, accounts and other documents required to be sent to members under Alkane's constitution, the Corporations Act or the ASX Listing Rules.

If a share is held jointly, Alkane need only give notice of the meeting of members to the joint holder who is named first in the register.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of Alkane every holder of fully paid ordinary shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed two proxies) and one vote per share on a poll.

A person who holds a share, which is not fully paid, is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are two or more joint holders of a share and more than one of them is present at a meeting and tenders a vote in respect of the share, Alkane will count only the vote cast by the most senior joint holder who tenders the vote. Seniority depends on the order on which names of joint holders appear on the register.

(c) Issue of further shares

The Directors may, on behalf of Alkane, issue, grant options over, or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by Alkane's constitution, the ASX Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

Alkane may also issue preference shares (including preference shares that are likely to be redeemed).

(d) Variation of rights

If Alkane issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to the Corporations Act) be varied or cancelled only with the written consent of the holders of at least 75% of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Further, subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

(e) Transfer of shares

Subject to Alkane's constitution, the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules (now replaced by the ASX Settlement Operating Rules) and any escrow restrictions, ordinary shares are freely transferable.

Shares may be transferred by a proper transfer effected in accordance with any computerised or electronic system established or recognised by the ASX Listing Rules, the Corporations Act or the ASTC Settlement Rules for the purpose of facilitating dealings in shares, by a written instrument of transfer which complies with Alkane's constitution or by any other method permitted by the Corporations Act, the ASX Listing Rules or the ASTC Settlement Rules.

(f) Partly paid shares

The Directors may, subject to compliance with Alkane's constitution, the Corporations Act and the ASX Listing Rules, issue partly paid shares upon which there are outstanding amounts payable. These shares will have limited rights to vote and to receive dividends.

(g) Dividends

The Directors may from time to time determine dividends to be distributed to members according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Subject to the terms of issue of shares, Alkane may pay a dividend on one class of shares to the exclusion of another class.

Each share carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.

(h) Winding up

Subject to the rights of holders of shares with special rights in a winding-up, if Alkane is wound up, members will be entitled to participate in any surplus assets of Alkane in proportion to the percentage of the capital paid up on their shares when the winding up begins.

If Alkane is wound up, the liquidator may, with the sanction of a special resolution: divide the assets of Alkane in kind; for that purpose fix the value of assets and decide how the division is to be carried out as between members and different classes of members; and vest assets of Alkane in trustees on any trusts for the benefit of members as the liquidator thinks appropriate.

6. ADDITIONAL INFORMATION

6.1 Nature of this Prospectus and continuous disclosure

This Prospectus is a prospectus to which the special content rules under section 713 of the Corporations Act apply. This provision allows the issue of a more concise document in relation to the offer of securities in classes that have been continuously quoted on ASX for the three months prior to the date of the Prospectus.

Alkane is a disclosing entity for the purposes of the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

In particular, Alkane is required to immediately notify ASX of information (subject to certain limited exceptions) of any information of which it is, or becomes, aware, which a reasonable person would expect to have a material effect on the price or value of its securities.

Full copies of all documents released to ASX under the continuous disclosure obligations of Alkane are available to the public from ASX's website www.asx.com.au, including the following documents notifying ASX of information relating to Alkane since the date of lodging the 2011 Annual Financial Report and before the issue of this Prospectus:

ASX announcements since the date of lodging the 2011 Annual Financial Report

Date	Announcement
27/04/2012	31 March 2012 Cashflow Report
27/04/2012	Quarterly Report 31 March 2012
26/04/2012	Becoming a substantial holder
23/04/2012	Change of Director’s interest notice
23/04/2012	Abbotsleigh Pty Ltd – change in substantial holding
23/04/2012	Cleansing statement – placement
23/04/2012	Appendix 3B – completion of placement
20/04/2012	Notice of Annual General Meeting/Proxy Form
20/04/2012	Annual Report to shareholders
20/04/2012	Compass Resources Limited Disposes of Royalty over Tomingley
20/04/2012	Tomingley Gold Project Update Acquisition of Compass Royalty
16/04/2012	Results of General Meeting of Shareholders
10/04/2012	Change of Director's Interest Notice x 4
10/04/2012	Change in substantial holding from Abbotsleigh Pty Ltd
05/04/2012	Entitlement Offer – allotment to acceptors
02/04/2012	Entitlement Offer – Shortfall
29/03/2012	Tomingley Gold Project – Resource increased 24% to 812,000oz
26/03/2012	Full Year Statutory Accounts

Copies of documents lodged with ASIC in relation to Alkane may be obtained from, or inspected at, any office of ASIC.

Alkane will provide a copy of any of the following documents, free of charge, to any person who requests a copy prior to the Closing Date in relation to this Prospectus:

the Annual Financial Report lodged with ASIC for the year ended 31 December 2011; and
any other document used to notify ASX of information relating to Alkane under the continuous disclosure provisions of the ASX Listing Rules and the Corporations Act after the date of lodgement with ASIC of the Annual Financial Report referred to above and before lodgement with ASIC of this Prospectus.

All requests for copies of the above documents should be made by calling Alkane on +61 8 9227 5677 between 8.30 am and 5.00 pm (Perth time) Monday to Friday. The above information may also be obtained from Alkane's website at www.alkane.com.au.

As Alkane has been listed on ASX since 7 October 1980, a substantial amount of information concerning Alkane has previously been notified to ASX and is therefore publicly available.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to Alkane that has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Compass should, therefore, also have regard to the other publicly available information in relation to Alkane before making a decision whether or not to invest in the Unlisted Options.

6.2 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director of Alkane holds, at the time of lodgement of this Prospectus with ASIC, or has held in the two years prior to that date, an interest in:

the formation or promotion of Alkane;
the Offer; or
any property acquired or proposed to be acquired by Alkane in connection with its formation or promotion or in connection with the Offer,

other than in their capacity as a Shareholder. Except as set out in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit, to any Director or proposed director of Alkane to induce them to become, or to qualify them as, a Director or for services rendered by them in connection with the formation or promotion of Alkane or in connection with the Offer.

Directors’ interests in securities of the Company as at the date of this Prospectus are as follows:

Name	Shares	held	Shares held
	directly		indirectly
A D Lethlean		-	433,396
D I Chalmers		4,990	2,163,864
I J Gandel		-	91,557,875
J S Dunlop		-	836,000

See Alkane's 2011 Annual Financial Report for details about remuneration of Directors.

6.3 Interests of other persons

Other than as set out below or elsewhere in this Prospectus, no 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, and no promoter of Alkane holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

the formation or promotion of Alkane;
any property acquired or proposed to be acquired by Alkane in connection with its formation or promotion or in connection with the Issue, or
the Offer,

and no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any of these persons for services rendered by them in connection with the formation or promotion of Alkane or in connection with the Offer.

6.4 Consents

Each of the parties named below as consenting parties:

has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context in which it is named;
does not make, or purport to make, any statement in this Prospectus or any statement on which a statement made in this Prospectus is based; and
to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Prospectus.

Role	Consenting parties
Auditor Share Registry	Rothsay Advanced Share Registry Limited

6.5 Directors’ consents

Each Director has given, and has not withdrawn, his consent to the issue of this Prospectus and to its lodgement with ASIC.

6.6 Governing law

This Prospectus, the Offer and the contract formed on acceptance of the Application are governed by the laws applicable in Western Australia. Compass submits to the non-exclusive jurisdiction of the courts of Western Australia.

7. GLOSSARY OF TERMS

Application Form The acceptance form that accompanies this Prospectus, under which Compass may accept the Offer.

Application

Compass's application for the Unlisted Options pursuant to the Offer made in accordance with this Prospectus and Application Form.

ASIC Australian Securities and Investments Commission.

ASX Settlement ASX Settlement Pty Limited ABN 49 008 504 532.

ASX ASX Limited ABN 98 008 624 691 and, where the context requires, the market operated by ASX.

ASX Listing Rules The official listing rules of ASX.

ASX Settlement Operating The operating rules of ASX Settlement and to the extent Rules that they are applicable, the operating rules of each of ASX and ASX Clear Pty Limited ABN 48 001 314 503.

Board or Board of Directors The board of directors of Alkane. Business Day A day (not being a Saturday, Sunday or a public holiday) on which banks are open for general banking business in Perth.

Closing Date 5.00 pm (Perth time) on 21 May 2012 (or as varied).

Company or Alkane Alkane Resources Ltd ABN 35 000 689 216. Compass Compass Resources Limited ACN 010 536 820. Corporations Act Corporations Act 2001 (Cth), as amended. Deed of Surrender The Deed of Surrender entered into between Alkane and Compass dated 19 April 2012, the terms of which are summarised in section 1.1.

Director A director of Alkane.

Exercise Notice An exercise notice in such form as the Company may require. Exercise Price $1.50, which is the price payable by Compass to exercise each Unlisted Option.

Farmin Agreement The letter agreement between Alkane and Compass dated 15 March 2001 under which the parties agreed (among other things) that Alkane would pay the Royalty to Compass.

JORC Code The code prepared by the Australasian Joint Ore Reserves Committee in late 2004, which defines criteria for public reporting of mineral resources and reserves.

Mineral Resource Has the meaning given to that term in the JORC Code.

Offer

The offer of Unlisted Options under this Prospectus to Compass as set out in section 1.2.

Option

The right to acquire one Share in the capital of the

Company.

Ore Reserve Has the meaning given to that term in the JORC Code. Prospectus This prospectus dated 7 May 2012. Royalty The royalty agreed to be paid by the Company to Compass on the terms set out in the Farmin Agreement. Shareholders Holders of Shares in Alkane. Share Registry Advanced Share Registry Limited. Share A fully paid ordinary share in Alkane. Unlisted Options 4,000,000 unlisted Options offered to Compass under this Prospectus on the terms and conditions set out in section 4. US United States of America, its territories and possessions, any state of the United States and the District of Columbia. US Persons Has the meaning given in Rule 902(k) under Regulation S under the US Securities Act. US Securities Act The Securities Act of 1933 (US), as amended.

CORPORATE DIRECTORY

ACN 000 689 216

ABN 35 000 689 216

Directors

John SF Dunlop D Ian Chalmers Anthony D (Tony) Lethlean Ian J Gandel

Company Secretaries

Lindsay Colless Karen Brown

Registered Office

65 Burswood Rd BURSWOOD WA 6100 Phone: +61 8 9227 5677 Fax: +61 8 9227 8178

Auditors

Rothsay Chartered Accountants Level 18, Central Park Building 152-158 St Georges Terrace PERTH WA 6000

Australian Securities Exchange Listing

Australian Securities Exchange (Perth) Ordinary fully paid shares Code: ALK

Share Registry

Advanced Share Registry Limited 150 Stirling Highway NEDLANDS WA 6009 Phone: +61 8 9389 8033 Fax: +61 8 9389 7871

Internet

Internet Home Page: http://www.alkane.com.au E-mail address: [email protected]