ALTECH BATTERIES LTD — Capital/Financing Update 2012

Nov 25, 2012

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ABN 45 125 301 206

ENTITLEMENT ISSUE PROSPECTUS

For a pro rata non-renounceable offer of one (1) new Option for every one (1) Listed Option held by Optionholders registered at 5.00pm (WST) on 30 November 2012 at an issue price of 1 cent per Option to raise approximately $420,000 ( Offer ).

Each Option has an exercise price of $0.20 each on or before 5.00 pm (WST) on 31 March 2014.

The Offer is not underwritten.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Options offered by this Prospectus should be considered as speculative.

Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

TABLE OF CONTENTS

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES	3
2.	CORPORATE DIRECTORY	5
3.	DETAILS OF THE OFFER	6
4.	PURPOSE AND EFFECT OF THE OFFER	10
5.	RIGHTS AND LIABILITIES ATTACHING TO THE SHARES AND OPTIONS	11
6.	RISK FACTORS	14
7.	ADDITIONAL INFORMATION	18
8.	AUTHORITY OF DIRECTORS	24
9.	DEFINITIONS	25

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

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1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with ASIC and ASX 26 November 2012 Record Date for determining entitlements to Options 5pm (WST) 30 November 2012 Opening Date and Prospectus dispatched to Optionholders 3 December 2012 Closing Date of Offer* 17 December 2012 Expected date for allotment of new Options 21 December 2012

• These dates are indicative only and the Directors may vary them at their discretion.

IMPORTANT NOTES

Optionholders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 26 November 2012 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The Expiry Date of the Prospectus is the date that is 13 months after the date of this Prospectus ( Expiry Date ). No Options will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for Options offered pursuant to the Offer under this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

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

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

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters

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may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

TRANSACTION SPECIFIC PROSPECTUS

This Prospectus is a transaction specific prospectus for an offer 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. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

ELECTRONIC PROSPECTUS

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

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

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

2. CORPORATE DIRECTORY

DIRECTORS

Luke Atkins (Chairman) Ric Dawson (Managing Director) Daniel Tenardi (Non-Executive Director) Peter Bailey (Non-Executive Director) Jamie Coote (Independent Non-Executive Director)

COMPANY SECRETARY

Piers Lewis

REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS

3 Bay Road Claremont, Western Australia 6010 Phone: +618 9389 5557 Facsimile: +618 9389 5510 Email: info@ammg.com.au Website: www.ammg.com.au

SOLICITORS

Steinepreis Paganin Lawyers and Consultants Level 4 16 Milligan Street PERTH WA 6000

AUDITORS*

Moore Stephens Level 3, 12 St Georges Terrace Perth, WA 6000

SHARE REGISTRY*

Security Transfer Registrars 770 Canning Hwy Applecross WA 6153

Tel: (618) 9315 2333 Fax: (618) 9315 2233

STOCK EXCHANGE LISTING

The Company is listed on Australian Securities Exchange Home Exchange – Perth ASX Codes: AKA AKAOA

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

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

3. DETAILS OF THE OFFER

3.1 Offer of Options

This Prospectus is for the offer of Options pursuant to a pro rata non-renounceable entitlements issue on the basis of 1 Option at an issue price of 1 cent each for every 1 Listed Option held by Optionholders at the Record Date, to raise up to approximately $420,000 ( Offer ).

The Options will be exercisable at $0.20 each on or before 5.00 pm (WST) on 31 March 2014. Refer to Section 5.1 for the full term of the Options.

The purpose of the Offer is set out in Section 4 of this Prospectus. Funds raised will be used to pay the costs of the Offer and for working capital.

3.2 No Minimum Subscription or Oversubscription

There is no minimum number of Options which must be applied for under the Offer before Options will be issued pursuant to this Prospectus. The Company is authorised to issue up to approximately 41,987,501 Options. Oversubscriptions will not be accepted.

3.3

How to Accept the Offer

Acceptance of your Entitlement must be made on the Entitlement and Acceptance Application Form accompanying this Prospectus (and headed Entitlement and Acceptance Application Form ) in accordance with the instructions set out therein.

As an Optionholder you may participate in the Offer as follows:

• a) If you wish to accept your Entitlement in full ;

• (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

• (ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or

• b) if you only wish to accept part of your Entitlement:

• (i) fill in the number of Options you wish to accept in the space provided on the Entitlement and Acceptance Form; and

• (ii) attach your cheque for the appropriate application monies (at $0.01 per Option); or

• c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything (in which case you will receive no benefit from your Entitlement).

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5pm WST on the Closing Date.

The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

3.4 Australian Securities Exchange Listing

Application for Official Quotation of the Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If the ASX does not grant permission for Official Quotation of the Options within three (3) months after the date of this Prospectus, (or such period as varied by the ASIC), the Company will not issue any

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Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest.

Upon exercise of the Options by an Optionholder in accordance with their terms, the Company will make application for Official Quotation of the underlying Shares issued upon the exercise of the Options.

The fact that the ASX may grant Official Quotation to the Options or the underlying Shares is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.

3.5 Issue of Options

Options issued pursuant to the Offer will be allotted as soon as practicable after the Closing Date. The Company will allot the Options on the basis of an Optionholder’s Entitlement. Surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Options issued pursuant to the Shortfall Offer will be allotted on a progressive basis. Where the number of Options issued is less than the number applied for, or where no allotment is made, under the Shortfall Offer surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the allotment and issue of the Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Options under the Offer will be mailed as soon as possible after the Closing Date and for Options issued under the Shortfall Offer as soon as practicable after their issue.

3.6 Application Monies

All Applications must be completed in accordance with the detailed instructions contained on the reverse of the Entitlement and Acceptance Form and be accompanied by a cheque or bank cheque drawn and payable on an Australian bank and must be made payable to “ Australia Minerals and Mining Group Ltd – Share Offer Account ” and should be crossed “ Not Negotiable ”. Application monies will be held on behalf of applicants until the Options are issued. If any application is rejected in whole or in part, the amount tendered in respect of the Options that have not been issued will be repaid to the unsuccessful applicant, without interest.

3.7 Shortfall Offer

Any Entitlements not subscribed for under the Offer will form part of the Shortfall. The Directors reserve the right to issue Shortfall Options to unrelated parties of the Company at their absolute discretion.

The Directors reserve the right to allot to an Applicant a lesser number of Shortfall Options than the number for which the Applicant applies for on their Shortfall

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Application Form, or to reject an application, or to not proceed with placing some or all of the Shortfall.

The offer of any Shortfall Options is a separate offer made pursuant to this Prospectus and will remain open for up to three (3) months following the Closing Date. The issue price of any Shortfall Options shall be $0.01 (1 cent) per Shortfall Option being the price at which the Entitlement has been offered to Option Holders pursuant to this Prospectus. Applicants wishing to apply under the Shortfall Offer can apply on the Shortfall Application Form attached to or accompanying this Prospectus.

3.8 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing option certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number ( HIN ) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

3.9 Overseas Optionholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. No action has been taken to register this Prospectus or otherwise to permit an offering of Options in any jurisdiction outside Australia.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Optionholders, the number and value of Options these Optionholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Options will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

Optionholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

3.10 Taxation Implications

The Directors do not consider that it is appropriate to give Applicants advice regarding

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

the taxation consequences of applying for Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences, The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Options offered pursuant to this Prospectus.

3.11 Privacy Act

If you complete an application for Options, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as an Optionholder, facilitate distribution payments and corporate communications to you as an Optionholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

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

3.12

Enquiries

Any questions concerning the Offer should be directed to the share registry on (+61 8) 9315 2333 or the Company on (+61 8) 9389 5557 or contact your professional adviser.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose and Effect of the Offer

The purpose of the Offer is to raise approximately $420,000. Under the Offer, up to 41,987,501 new Options are available for issue and will be issued if the Offer is fully subscribed. The Options will be issued for 1 cent each. Net proceeds from the Offer will be credited to issued capital and debited to cash at bank in the Company's balance sheet.

Expenses of the Offer of approximately $24,392 will be met from the Company's proceeds of the Offer with any additional amounts above the amount raised from the Offer being met from the Company's working capital. After expenses of the Offer, any residual funds will be allocated to the general working capital of the Company.

4.2 Capital Structure on Completion of the Offer

A table of changes in the capital structure of the Company as a consequence of the Offer is set out below:

	Number of Shares	Number of Listed Options	Number of new Options	Number of Unlisted Options	Number of Performance shares
Balance at the date of this Prospectus	107,620,002	41,987,501*	Nil	10,833,333	8,000,000
To be issued under the Offer	Nil	Nil	41,987,501	Nil	Nil
Total Securities after the Offer	107,620,002	41,987,501	41,987,501	10,833,333	8,000,000

• These Options are exercisable at $0.20 on or before 30 November 2012 and will expire prior to the Closing Date of the Offer.

Assuming all of the Options are issued, the principal effect of the Offer will be to increase the cash reserves by approximately $395,483 immediately after completion of the Offer after deducting the estimated expenses of the Offer.

If all of the Options under the Offer are issued and subsequently exercised, and no other securities are issued, the number of ordinary fully paid shares on issue in the Company will be 149,607,503.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

5. RIGHTS AND OBLIGATIONS ATTACHING TO THE SHARES AND OPTIONS

5.1 Terms and Conditions of Options

Each Option will entitle the holder the right to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) on the following terms and conditions ( Option ).

• (a) Each Option entitles the holder to subscribe for and be allotted one Share which is exercisable by paying $0.20 ( Exercise Price ) at any time on or before 5.00pm (Western Standard Time) on 31 March 2014 ( Expiry Date ).

• (b) Options may be exercised by delivering the form prescribed by the Company from time to time for the purpose of exercising Options ( Exercise Notice ) to the Company’s registered office or the Company’s share registry at any time prior to the Expiry Date.

• (c) The Exercise Notice must state the number of Options to be exercised and be accompanied by the relevant holding statement(s) and a cheque (in Australian currency) made payable to the Company for an amount being the result of the Exercise Price multiplied by the number of Options being exercised.

• (d) As soon as practical following receipt of a properly executed Exercise Notice and application monies in respect of the exercise of any Options, the Company will issue the resultant Shares and deliver notification of shareholdings.

• (e) The Company shall make an application to have the Shares (issued pursuant to an exercise of Options) listed for Quotation within 7 days of the date of issue.

• (f) Shares issued pursuant to an exercise of Options shall rank, from the date of issue, pari passu with existing Shares of the Company in all respects.

• (g) An Option has no right to participate in pro rata issues of securities to shareholders unless the Option is exercised before the record date for determining entitlements to the relevant pro rata issue. Each person or persons registered as the holder of an Option from time to time will be notified by the Company of any proposed pro rata issue of securities to shareholders in accordance with ASX Listing Rules.

• (h) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

• (i) Except as expressly set out in the terms, an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

• (j) In the event of a reorganisation (including reconstruction, consolidation, subdivision, reduction, or return) of the capital of the Company, the terms of the Options will be changed to the extent necessary to comply with the requirements of ASX Listing Rules (in force at the time of the reorganisation) for the reorganisation of capital.

• (k) Subject to compliance with the ASX Listing Rules, the Company will apply for official quotation of Options on ASX.

5.2 Rights Attaching to Shares

Full details of the rights attaching to Shares are set out in the Company’s Constitution a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours.

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

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

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares (at present there are none), at meetings of shareholders of AMMG:

• (a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act 2001, and any other laws and ASX Settlement Operating Rules and ASX Listing Rules, Shares are freely transferable.

Future Increases in Capital

The allotment and issue of any Shares or Options is under the control of the Directors. Subject to restrictions on the allotment of Shares or Options to Directors or their associates, the ASX Listing Rules, the Constitution of the Company and the Corporations Act 2001, the Directors may allot or otherwise dispose of Shares or Options on such terms and conditions as they see fit.

Variation of Rights

Under the Corporations Act 2001, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company which the Directors determine to distribute by way of dividend are divisible among the Shareholders in proportion to the number of Shares held by them.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

6. RISK FACTORS

6.1 Introduction

The business activities of the Company are subject to various 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 the Company and cannot be mitigated. There are a number of risk factors that investors should consider and seek independent advice on, before deciding whether or not to invest in Options. Set out below is a summary of the principal risk factors which should be considered before subscribing for Options under this Prospectus. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Options.

6.2 Specific Risks to the Company

There are also a number of specific risks associated with the Company which may adversely affect the Company’s financial position, prospects and price of its listed securities. In particular, the Company is subject to risks relating to the exploration and development of mineral properties which are not generally associated with other businesses.

Set out below are specific risks that may adversely affect the Company.

Regulatory Risk

The Western Australian Department of Mines and Petroleum ( Department ) from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

Economic Risks

Economic factors beyond the control of the Company, such as changes in commodity prices, interest rates, inflation, exchange rates and taxation, may negatively impact on the revenue and profitability of the Company.

Limited Liquidity

Whilst the Company does have a strategy to proceed with an application to list the Options on the ASX, and the Offer is subject to the Options being admitted to quotation, there is no recognised market for buying and selling the Options at this time.

Mineral and Exploration Risk

The business of exploration, project development and mining contains risks by its very nature. To prosper, it depends on the successful exploration and/or acquisition of reserves, design and construction of efficient production/processing facilities,

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competent operation and managerial performance and proficient marketing of the product. In particular, exploration is a speculative endeavour and certain circumstances, cost over runs and other unforeseen events can hamper mining operations.

Environmental Impact Constraints

The Company's exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the Company's properties will be dependent on the project meeting environmental guidelines and, where required, being approved by governmental authorities.

Operating 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.

Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. At this stage the project held by Australia Minerals & Mining Group Ltd does not contain any resource estimates. 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.

Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenement which the Company has an interest in or will in the future acquire such an interest; there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The Directors will closely monitor the potential

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effect of native title claims involving tenements in which the Company has or may have an interest.

Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be.

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

6.3 General Risks

Securities Investment

Securities listed on the stock market, have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the Options and Shares regardless of the Company’s performance.

The Options allotted under this Prospectus carry no guarantee whatsoever in respect of profitability, dividends, return of capital, or the price at which the securities may trade on the ASX.

Economic Conditions

Economic conditions, both domestic and global, may affect the performance of the Company. Factors such as currency fluctuation, inflation, interest rates, supply and demand and industrial disruption have an impact on operating costs, and share market prices. The Company’s future possible revenue and share price can be affected by these factors all of which are beyond the control of the Company and the Directors. In addition, the Company’s ability to raise additional capital, should it be required, may be affected.

6.4 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Options offered under this Prospectus.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

Therefore, the Options to be issued pursuant to this Prospectus carry no guarantee with respect to the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Options under this Prospectus.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

7. ADDITIONAL INFORMATION

7.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Shares that will be issued on conversion of the Options issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the Official List of the ASX during the 3 months prior to the issue of this Prospectus.

This Prospectus is a "transaction specific prospectus". In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which 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. Investors should therefore have regard to the other publicly available Information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) to the extent they are available, it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

• (i) the annual financial report most recently lodged with the ASIC by the Company; and

• (ii) any half-year financial report lodged with the ASIC by the Company after the lodgement of that annual report and before the lodgement of this Prospectus with the ASIC; and

• (iii) any continuous disclosure documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

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

The Company has lodged the following announcements with ASX since lodgement of the Company's 2012 Annual Report on 23 October 2012:

Date	Description of Announcement
24 October 2012	Letter to optionholders
25 October 2012	QuarterlyCashflow Report
25 October 2012	QuarterlyActivities Report
30 October 2012	Participation in the Bauxite & Alumina Conference 2012
31 October 2012	Notice to Optionholders
5 November 2012	AMMG’s Participation at China Mining, Tianjin 2012
20 November 2012	Results of Annual General Meeting

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

7.2 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

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

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or

• (c) the Offer of securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer of securities pursuant to this Prospectus.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

The Directors' relevant interests (either held directly, held by entities controlled by them or held by entities of which they are directors) in securities of the Company at the date of this Prospectus is set out below.[1 ]

Name	Shares	Listed Options	Unlisted Options	Performance Shares2	Entitlement
Luke Atkins	5,750,000	-	6,000,000	-	-
Ric Dawson	200,000	1,000,000	-	8,000,000	1,000,000
Daniel Tenardi	8,500,000	-	-	-	-
Peter Bailey	-	-	3,000,0003	-	-
Jamie Coote	-	-	-	-	-

Notes:

1. Each of the Directors intends to subscribe for their Entitlement under the Offer either in whole or in part.

2. Mr Dawson holds 2,000,000 B Class Performance Shares, 3,000,000 C Class Performance Shares and 3,000,000 D Class Performance Shares

3. Mr Bailey will be issued 3,000,000 unlisted options, which vest after performance milestones are met, after a resolution was passed at the Company’s Annual General Meeting held on 19 November 2012.

7.3 Remuneration

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting (currently set at $200,000), to be divided among the non-executive Directors as determined by the Directors and in default of agreement, then in equal shares.

The Company has paid to the Directors a total of $675,115 for the year end 30 June 2012. For the period from 1 July 2012 to the date of this Prospectus $21,917 has been paid or is payable by the Company by way of remuneration for services provided by all Directors (executive, non-executive and alternate), companies associated with those Directors or their associates in their capacity as directors, employees, consultants or advisers (and including superannuation payments and security based remuneration).

Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

The below table details Director remuneration:

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

Name	Remuneration for 30 June 2012 Financialyear	Estimated Remuneration for 30 June 2013 Financialyear
Luke Atkins	$315,767	$315,767
Ric Dawson	$239,348	$239,348
Daniel Tenardi	$40,000	$40,000
Peter Bailey (appointed 6 June 2012) 1	Nil	$92,534
Jamie Coote(appointed 8 June 2012)	Nil	$40,000
Chris Forrester(resigned 6 June 2012)	$40,000	Nil
David Brook(resigned 8 June 2012)	$40,000	Nil
Total	$675,115	$261,298

Notes:

1. Mr Bailey’s remuneration includes his Director’s fees of $40,000 and his unlisted options (refer section 7.2), which were valued at $52,534 using the Black-Scholes methodology.

7.4 Interests and Consents of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, 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 the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within two (2) years before the lodgement of this Prospectus with the ASIC, any interest in:

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

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or

• (c) the Offer of securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, 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, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer of securities pursuant to this Prospectus.

Pursuant to Section 716 of the Corporations Act, Steinepreis Paganin has given, and has not withdrawn its consent to being named as Solicitors to the Company in the Corporate Directory of this Prospectus in the form and context in which it is named, Steinepreis Paganin has not caused or authorised the issue of this Prospectus, does not

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately $10,000 for services in relation to this Prospectus.

7.5 Legal Proceedings

There is no material litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

7.6 Estimated Expenses of Offer

In the event that the Offer is fully subscribed, the estimated expenses of the Offer ore as follows:

$ ASIC fees 2,171 Listing fees 9,721 Legal expenses 10,000 Printing and other expenses 2,500 Total $24,392

7.7 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company's Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.10 on 26 October 2012; and Lowest: $0.07 on 25 September 2012 and 20 - 22 November 2012.

The latest available closing sale price of the Company's Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.07 on 26 November 2012.

7.8 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Entitlement and Acceptance Form, if you have not, please phone the Company on (08) 9389 5557 and

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Entitlement and Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Entitlement and Acceptance 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.

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

8. AUTHORITY OF DIRECTORS

Each of the Directors of Australia Minerals & Mining Group Ltd has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act.

Dated the 26[th] day of November 2012

SIGNED FOR AND ON BEHALF OF Australia Minerals & Mining Group Ltd Ric Dawson Managing Director

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Australia Minerals & Mining Group Ltd Entitlement Issue Prospectus

9. DEFINITIONS

Applicant means an Optionholder or other party who applies for Options pursuant to the Offer or the Shortfall Offer.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange or ASX Limited (ACN 008 624 691).

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the date on which the Offer is closed, being 5pm (WST) on 24 December 2012 (unless extended by the Directors).

Company means Australia Minerals and Mining Group Ltd (ABN 45 125 301 206).

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth),

Directors means the directors of the Company at the date of this Prospectus.

Dollar or "$" means Australian dollars.

Entitlement means the maximum number of Options to which an Optionholder is entitled to apply for (as shown on the Entitlement and Acceptance Form) under the Offer.

Entitlement and Acceptance Form means the personalised entitlement and acceptance form either attached to or accompanying this Prospectus.

Listed Option means an Option issued by the Company exercisable at 20c each on or before 30 November 2012 and trading on ASX under ASX code "AKAOA".

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Offer means the Offer of Options pursuant to this Prospectus, further details of which are set out in Section 4 of this Prospectus.

Official List means the official list of ASX.

Option means an option issued under this Prospectus exercisable at 20c on or before 31 March 2014 to acquire a Share.

Optionholder means a holder of Listed Options.

Prospectus means this prospectus.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 5pm (WST) on 30 November 2012.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Shortfall means all Options not issued to Optionholders pursuant to their respective Entitlements.

Shortfall Application Form means the shortfall application form attached to or accompanying this Prospectus.

Shortfall Offer means the offer of Options comprising the Shortfall as referred to in Section 3.7 of this Prospectus.

WST means Western Standard Time.

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