BARYS RESOURCES LIMITED - Capital/Financing Update 2011

MINING GROUP LIMITED

ABN 73 149 230 811

PROSPECTUS

For a pro-rata non-renounceable rights issue of 6,512,500 New Options on the basis of 1 New Option for every 4 Shares held on the Record Date of 13 October 2011 at an issue price of 1 cent per New Option, to raise $65,125. Each New Option is exercisable at $0.20 each on or before 1 July 2014.

The Rights Issue closes at 5.00pm AWST on 2 November 2011.

THE RIGHTS ISSUE IS FULLY UNDERWRITTEN BY CYGNET CAPITAL PTY LTD

IMPORTANT NOTICE

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

INDEX

Section 1 DETAILS OF THE RIGHTS ISSUE	1
Section 2 CAPITAL STRUCTURE & EFFECT OF THE RIGHTS ISSUE	6
Section 3 RISK FACTORS	8
Section 4 ADDITIONAL INFORMATION	14
Section 5 DEFINED TERMS	27
Section 6 DIRECTORS’ RESPONSIBILITY STATEMENT & CONSENT	28
Summary of Important Dates*
Announcement of Rights Issue	4 October 2011
Lodge Prospectus with ASIC	4 October 2011
Shares quoted ex-rights	7 October 2011
Record Date to determine Entitlements	13 October 2011
Opening Date and dispatch of Prospectus	18 October 2011
Closing Date for Acceptance and Receipt of Applications under the	2 November 2011
Rights Issue
Notification to ASX and Underwriter of undersubscriptions	7 November 2011
Allotment of New Options and dispatch of holding statements*	10 November 2011
*These dates are indicative only. The Directors reserve the right to vary the key dates, without
prior notice and subject to compliance with the ASX Listing Rules.

IMPORTANT NOTICE

Shareholders should read this Prospectus in its entirety and, if in doubt, should consult their professional advisers before deciding whether to accept their Entitlement. This Prospectus is dated 4 October 2011. A copy of this Prospectus was lodged with the ASIC on 4 October 2011. No responsibility for the contents of this Prospectus is taken by ASIC. No applications for New Options will be accepted nor will New Options be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult. No person is authorised to give any information or to make any representation in connection with the Rights Issue described in this Prospectus. Any information or representation which is not contained in this Prospectus or disclosed by the Company pursuant to its continuous disclosure obligations may not be relied upon as having been authorised by the Company in connection with the issue of this Prospectus.

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

NZ Notice

The offers to New Zealand investors are regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001 (Cth). In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and Regulations (Australia) set out how the offers must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Shares is not New Zealand dollars. The value of the Shares will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the Shares to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

As noted in the Prospectus at Section 1.9, the Company will apply to the ASX for quotation of the Shares offered under this Prospectus. If quotation is granted, the Shares offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the Shares through that market, you will have to make arrangements for a participant in that market to sell the Shares on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

The Company is required under Part 1 of the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 to provide an Eligible Shareholder with copies of the Company's Constitution on request and free of charge.

CORPORATE DIRECTORY

DIRECTORS Winton Willesee (Non-Executive Chairman) Andrew Maurice (Managing Director) Shannon Coates (Non-Executive Director) COMPANY SECRETARY Shannon Coates REGISTERED OFFICE Level 1 173 Mounts Bay Road PERTH WA 6000 Telephone: +61 8 9322 6424 Facsimile: +61 8 9322 6778 Email: [email protected] Website: www.mininggroup.net.au AUDITORS Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) 1/1 Havelock Street WEST PERTH WA 6005 SOLICITORS TO THE ISSUE Gilbert + Tobin 1202 Hay Street WEST PERTH WA 6005 SHARE REGISTRY Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace PERTH WA 6000 Telephone: 1300 850 505 (within Australia) +61 3 9415 4000 Facsimile: +61 3 9473 2500 UNDERWRITER Cygnet Capital Pty Ltd Ground Floor, 30 Richardson Street WEST PERTH WA 6005 Telephone: +61 8 9226 5511 Facsimile: +61 8 9322 8744

CHAIRMAN’S LETTER

Dear Shareholder

It is with pleasure that I invite you to participate in this pro-rata non-renounceable Rights Issue of 6,512,500 New Options on the basis of 1 New Option for every 4 Shares held on the Record Date of 13 October 2011 at an issue price of 1 cent per New Option, to raise $65,125. Each New Option is exercisable at $0.20 each on or before 1 July 2014.

The Rights Issue was contemplated in the Company’s Prospectus dated 6 May 2011 and is intended as a loyalty issue to reward Shareholders for their continued support of the Company.

The Rights Issue is being fully underwritten by Cygnet Capital Pty Ltd. The funds raised by the Rights Issue will be applied, with existing funds and after meeting the expenses of the Rights Issue, towards general working capital.

Full details of the Offer to participate in this opportunity are included in this Prospectus, which I encourage you to read carefully.

On behalf of the Board of Mining Group Limited, I thank you for your continued support of the Company.

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WINTON WILLESEE NON-EXECUTIVE CHAIRMAN

BRIEF INSTRUCTIONS

For Current Shareholders

What You May Do

The number of New Options to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. You may:

Accept your Entitlement in full or part; or
Allow the whole of the Entitlement to lapse.

If You Wish To Take Up All or Part Of Your Entitlement

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out in the form. Forward your completed Entitlement and Acceptance Form, together with your cheque for the amount shown on the form or for such lesser amount as you wish to apply for, so as to reach the Company’s share registry no later than 5:00pm AWST on 2 November 2011. Alternatively, payment may be made via BPAY[® ] using the instructions provided on your Entitlement and Acceptance Form. If payment is made via BPAY, it must be made by no later than 3.00pm AWST on 2 November 2011 or such earlier cut off time that your own financial institution may implement with regard to electronic payments.

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Entitlements Not Taken Up

If you decide not to accept all or part of your Entitlement pursuant to the Rights Issue, you are not required to take any action and your Entitlement will be dealt with in accordance with the Underwriting Agreement.

Section 1 DETAILS OF THE RIGHTS ISSUE

1.1 The Rights Issue

The Company is inviting Existing Shareholders to subscribe for New Options at an issue price of $0.01 each, on the basis of 1 New Option for every 4 Shares held as at the Record Date of 5.00pm AWST on 13 October 2011.

The Rights Issue will raise $65,125 (less expenses of the Rights Issue estimated to be approximately $16,000), assuming none of the existing Options are exercised prior to the Record Date.

As at the date of this Prospectus, 26,050,001 Shares are on issue.

The Company also currently has on issue the following unquoted Options[1] :

Number of Options	Exercise Price	Expiry Date
1,500,000	$0.20	1 July 2014

In accordance with disclosure contained in the Company’s prospectus dated 6 May 2011, the Company intends to apply for quotation of these Options. These Options are escrowed until 1 July 2013 beyond which time they will be tradable in the same class as the New Options.

Existing holders of Options will not be entitled to participate in the Rights Issue. However, they may exercise their Options prior to the Record Date if they wish to participate in the Rights Issue. If all of the Options currently on issue are exercised prior to the Record Date, the number of New Options that are offered pursuant to this Prospectus will be 6,887,500. If none of the Options currently on issue are exercised prior to the Record Date, 6,512,500 New Options would be offered pursuant to this Prospectus.

Any New Options not taken up by Existing Shareholders will be dealt with in accordance with Section 1.7.

1.2 No Rights Trading

Entitlements to New Options pursuant to the Rights Issue are non-renounceable and accordingly are not able to be traded on ASX. Shareholders may not dispose of or trade any part of their Entitlement.

1.3 Opening and Closing Dates

The Rights Issue will open for receipt of acceptances at 9.00am AWST on 18 October 2011 and will close at 5.00pm AWST on 2 November 2011 (except where payment is via BPAY in which case payment must be made by no later than 3.00pm AWST on 2 November 2011 or such earlier cut off time that your own financial institution may implement with regard to electronic payments), or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine and provided that the Company gives ASX notice of the change at least 6 Business Days prior to the Closing Date.

1.4 Purpose of the Rights Issue and Use of Funds

The funds raised by the Rights Issue will be applied, with existing funds and after meeting the expenses of the Rights Issue, towards general working capital.

The following table illustrates the proposed application of funds raised from the Rights Issue assuming full subscription under the Rights Issue (and no existing Options are exercised prior to the Record Date):

Description	Amount ($)
General working capital	49,125
Costs of the issue	16,000
Total	65,1251

The Company's actual allocation of funds may vary from the table above.

The Underwriter is entitled to a minimum subscription of 5,000,000 New Options at an issue price of $0.01 per New Option which will be subject to Shareholder approval (if required). Hence a further amount of up to $50,000 may be received by the Company from the Underwriter from the subscription of an additional 5,000,000 New Options depending on the number of New Options subscribed for by Existing Shareholders. The Company will apply any additional funds to general working capital. See section 1.11.

1.5 Brokerage and Commission

No brokerage or stamp duty will be payable by investors.

1.6 Entitlements and Acceptance

In determining Entitlements, any fractional Entitlement will be rounded down to the nearest whole number.

Acceptance of Entitlement in Full

If you wish to take up all of your Entitlement under the Rights Issue, please complete the Entitlement and Acceptance Form in accordance with the instructions set out on the reverse of that form. Please ensure the completed Entitlement and Acceptance Form, together with your cheque, is received by the Company’s Share Registry at:

Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001

not later than 5.00pm AWST on 2 November 2011 or such later date as the Directors advise. Cheques should be made payable to "Mining Group Limited Share Account" and crossed "Not Negotiable". Please note that payment via BPAY must be made by no later than 3.00pm AWST on 2 November 2011. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

Partial Acceptance of Entitlement

If you wish to take up part of your Entitlement pursuant to the Rights Issue, please complete the Entitlement and Acceptance Form in accordance with the instructions set out on the reverse of that form and insert the number of New Options for which you wish to accept the offer (being less than your Entitlement as specified on the Entitlement and Acceptance Form). Please ensure the completed Entitlement and Acceptance Form, together with your cheque, is received by the Company's Share Registry at:

Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001

Non-Acceptance of Entitlement

If you do not wish to take up any part of your Entitlement under the Rights Issue, you are not required to take any action. If you decide not to accept all or part of your Entitlement, the New Options not accepted will be dealt with in accordance with Section 1.7.

Enquiries

If you have any queries regarding your Entitlement, please contact Computershare Investor Services Pty Limited by telephone on 1300 850 505 or your stockbroker or professional adviser.

1.7 Shortfall

If you decide not to accept all or part of your Entitlement pursuant to the Rights Issue, you are not required to take any action. The New Options not accepted will form part of the Shortfall and will be dealt with in accordance with the Underwriting Agreement. In these circumstances, you will receive no benefit.

1.8 Issue and Allotment of New Options

The New Options are expected to be issued and allotted by no later than 10 November 2011. Until issue and allotment of the New Options under this Prospectus, the acceptance money will be held in trust in a separate bank account opened and maintained for that purpose only. Any interest earned on the acceptance money will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the New Options takes place.

1.9 ASX Listing

The Company will make application to ASX within 7 days following the date of this Prospectus for official quotation of the New Options offered pursuant to this Prospectus.

If approval is not granted by ASX within 3 months after the date of this Prospectus, the Company will not allot or issue any New Options and will repay all application monies as soon as practicable, without interest.

A decision by ASX to grant official quotation of the New Options is not to be taken in any way as an indication of ASX’s view as to the merits of the Company, or the New Options now offered for subscription.

1.10 No Issue of New Options after 13 months

No New Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

1.11 Underwriting

The Rights Issue is underwritten by Cygnet Capital Pty Ltd (refer to Section 4.10 for full details). Pursuant to the Underwriting Agreement, the Company will pay the Underwriter a 5% capital raising fee and 1% management fee calculated on total funds raised pursuant to the Rights Issue. In addition, subject to Shareholder approval (if required), the Underwriter will be entitled to receive a minimum subscription of 5,000,000 Options. To the extent the Shortfall is not sufficient to meet this obligation, the Company will issue of up to an additional 5,000,000 New Options to the Underwriter at a price of $0.01 per Option.

For clarity, if all Shareholders entitled to participate in the Rights Issue take up their Options, Cygnet Capital or its nominees will still receive 5,000,000 Options. Hence if all Shareholders entitled to participate in the Rights Issue take up their Options, a further $50,000 will be received by the Company from Cygnet Capital.

A summary of the material terms of the Underwriting Agreement, including rights of termination, are set out in Section 4.10. No brokerage or stamp duty will be payable by investors.

1.12 Offer of New Options to Cygnet Capital

This Prospectus is also for the offer of up to a maximum of 5,000,000 New Options to Cygnet Capital or its nominees. The New Options are to be issued to Cygnet Capital (or its nominee/s) pursuant to the Underwriting Agreement (refer to Section 4.10 for full details).

An application for up to 5,000,000 New Options can only be made by the Underwriter on the separate loose-leaf application form accompanying this Prospectus entitled “Underwriter Option Application Form”.

1.13 Issue Outside Australia and New Zealand

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person whom, it would not be lawful to issue the Prospectus or make the Offer. No action has been taken to register or qualify the Shares and free attaching Options or the Offer or otherwise to permit an offering of securities to any jurisdiction outside Australian and New Zealand.

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

1.14 Overseas Investors

The Company is of the view that it is unreasonable to make an offer under this Prospectus to Existing Shareholders outside of Australia and New Zealand having regard to:

(a) the number of Existing Shareholders registered outside of Australia and New Zealand;
(b) the number and value of the securities to be offered to Existing Shareholders registered outside of Australia and New Zealand; and

(c) the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

Accordingly, the Company is not required to make offers under the Prospectus to Existing Shareholders registered outside of Australia and New Zealand.

1.15 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were $0.25 on 1 August 2011 and $0.20 on 26 September 2011. The latest available market sale price of Shares on ASX immediately before the date of issue of this Prospectus was $0.20 on 3 October 2011.

There are currently no quoted Options on issue.

1.16 Withdrawal of Rights Issue

The Company reserves the right not to proceed with the Rights Issue at any time before the grant of the New Options to Existing Shareholders. If the Rights Issue does not proceed, the Company will return all application monies as soon as practicable after giving notice of its withdrawal, without interest.

1.17 Privacy Act

The Company collects information about each application from an Application Form for the purposes of processing the application and, if the application is successful, to administer the applicant's security holding in the Company.

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

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

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

Section 2 CAPITAL STRUCTURE & EFFECT OF THE RIGHTS ISSUE

2.1 Principal Effects

The principal effects of the Rights Issue (assuming none of the Options currently on issue are exercised) are:

(a) the Company’s cash funds will increase by $65,125[1] less expenses of the Rights Issue, which are estimated to be approximately $16,000; and
(b) the total number of Options on issue will be 8,012,500 (if all of the Options currently on issue are exercised the total number of Options on issue will be 6,887,500).

If all Shareholders entitled to participate in the Rights Issue take up their Options, a further $50,000 will be received by the Company from Cygnet Capital. See Section 4.10.

2.2 Capital Structure and Balance Sheet

Capital Structure of the Company

The pro-forma capital structure of the Company following the Rights Issue pursuant to this Prospectus is set out below:

Issued Capital	Number
Existing Ordinary Shares1	26,050,001
Total Shares on issue after completion of Rights Issue1	26,050,001
Existing unquoted Options2	1,500,000
New Options now offered for subscription pursuant to this Prospectus (assuming no existing Options exercised)	6,512,5003
Total Options on issue after completion of Rights Issue1	8,012,500

Assumes no Options currently on issue are exercised. The Company currently has on issue a total of 1,500,000 unquoted Options with the exercise price and expiry date set out in the table contained in Section 1.1. If all Options currently on issue are exercised, an additional 1,500,000 Shares will be on issue.
In accordance with disclosure contained in the Company’s prospectus dated 6 May 2011, the Company intends to apply for quotation of these Options.
Up to 5,000,000 additional New Options may be issued to Cygnet Capital or its nominees pursuant to the terms of the Underwriting Agreement. See section 1.11.

Statement of Financial Position

Set out as follows is an audited Statement of Financial Position of the Company as at 30 June 2011 (assuming none of the Options currently on issue are exercised and the Rights Issue is fully subscribed):

STATEMENT OF FINANCIAL POSITION

PRO-FORMA REFLECTING PROPOSED RIGHTS ISSUE

	30 June	2011	30 June 2011
	Audited		Pro-forma
	($)		($)
CURRENT ASSETS
Cashand cashequivalents	2,573,939		2,623,064
Othercurrent assets		13,180	13,180
TOTALCURRENT ASSETS	2,587,119		2,636,244

NON-CURRENT ASSETS
ExplorationCosts		47,186	47,186
TOTAL NON-CURRENT ASSETS		47,186	47,186

TOTAL ASSETS	2,634,305		2,683,430

CURRENT LIABILITIES
Trades and otherpayables		235,825	235,825

TOTALCURRENT LIABILITIES		235,825	235,825

TOTAL LIABILITIES		235,825	235,825

NET ASSETS	2,398,480		2,447,605

EQUITY
Issued Capital	2,428,093		2,477,218
AccumulatedLosses	(29,613)		(29,613)
TOTAL EQUITY	2,398,480		2,447,605

Notes to the Pro-forma Statement of Financial Position

The Pro-forma Statement of Financial Position includes $65,125 (less Rights Issue costs of $16,000) received by virtue of the Rights Issue. Additional funds of up to $50,000 may be received from the Underwriter. See section 1.11.

Section 3 RISK FACTORS

The New Options offered under this Prospectus are considered speculative. The Directors strongly recommend investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for New Options pursuant to this Prospectus. In addition, investors should be aware there are risks associated with investment in the Company. There are certain general risks and certain specific risks which relate directly to the Company’s business and are largely beyond the control of the Company and the Directors because of the nature of the business of the Company.

The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware.

3.1 General Risks

Factors such as inflation, interest rates, levels of tax, taxation law and accounting practices, government legislation or intervention, natural disasters, social upheaval, and war may have an impact on prices, operating costs and market conditions generally. Accordingly, the Company’s future possible revenue and operations can be affected by these factors, which are beyond the control of the Company.

General movements in local and international stock markets, and economic conditions could all affect the market price of the Shares.

3.2 Exploration Success

The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high risk undertakings.

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

3.3 Tenement Title

The Lake Christopher Project, comprising ELA69/2935, is an application for exploration licence awaiting grant and not a granted licence. There is a risk that this application will not be granted.

Mining Group is not the registered holder of the tenements comprising the Boorara and Teutonic Projects. While Mining Group has entered into Farm In and Joint Venture Agreements with each of the registered holders, pursuant to which it may earn an initial 70% interest in each of the Projects, there is a risk that it may fail to satisfy the conditions precedent to acquiring the initial 70% interest and consequently forfeit its right to the tenements.

In addition, continuing title to the Tenements is conditional on the Company meeting the requirements under which the tenement title is granted and failure to meet those requirements places the Company's on-going rights to that title and therefore the tenement at risk.

3.4 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 problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Having been incorporated in February 2011, the Company has only a short operating history. No assurances can be given that the Company will achieve commercial viability through the

successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.

3.5 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 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 the Tenements or tenements which the Company has an interest in or will in the future acquire an interest in, 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 the consent of any relevant landowner), or to progress from the exploration phase to the development and mining phase of operations may be adversely affected.

3.6 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.

3.7 Resource Estimates

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

3.8 Environmental Risks

The operations and proposed activities of the Company are subject to laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

3.9 Gold Mining

The success of the Company may be primarily dependent on the price of gold as a substantial proportion of the Company’s potential revenues may be derived from the sale of gold.

Gold prices are volatile and may fluctuate as a result of numerous factors, which are beyond the control of the Company.

Such factors include, but are not limited to:

(a) speculative positions taken by investors or traders in gold;
(b) changes in global demand for gold (as an investment and/or for other uses);

(c) global and regional recessions or reduced economic activity and/or inflationary expectations;
(d) financial market expectations regarding the rate of inflation;
(e) the strength of the U.S. dollar (the currency in which gold trades internationally);
(f) gold hedging and de-hedging by gold producers;
(g) decisions made by central banks and multilateral organisations to purchase, hold or sell portions of their gold reserves; and
(h) changes in production costs in major gold producing regions.

The price of gold has fluctuated widely in recent years and is currently trading significantly above long-term historical average prices. The possible adverse consequences of future price declines could include the following:

(a) the Company's projects may become uneconomic because the projected future revenues no longer justify the cost of development;
(b) the Company may be unable to raise finance to construct or complete the Project on acceptable terms, or at all;
(c) after production has commenced, the Company’s revenues may decline to a point at which its operations are unprofitable, as a result of which the Company may cease production;
(d) the value of the Company’s assets may decline, causing it to write down asset values and thereby incur losses;
(e) the Company may not have enough cash to fund its exploration program; and
(f) the Company's Projects may experience delays while the Company reassesses the economics of the Project under different gold price assumptions.

Any of these effects could result in a decline in the Company’s share price or even the loss of your investment.

3.10 Uranium Mining

(a) Approval process

The approval processes for uranium mining are more rigorous than conventional mines, with both Federal and State government legislation to satisfy. There is a risk that, should economic deposits of uranium be discovered, the necessary government approvals may not be granted, or may be significantly delayed.

(b) Government policy

Changes in government, monetary policies, taxation and other laws can have a significant influence on the outlook for companies and the returns to investors. In particular, government policies and regulations vary in different States and with different governing parties in relation to uranium exploration, mining and marketing.

The Company’s activities will require compliance with various laws, both State and Federal, relating to the protection of the environment, Aboriginal culture and heritage and native title, the protection of workers and the public against the dangers of radiation and the export of uranium. Changes in government, government policies and legislation could have a material adverse effect on the Company.

(c) Regulation and politics

In Australia, mining in general and uranium mining in particular, is regulated by State and Federal governments in relation to exploration, development, production, exports, taxes and royalties, labour standards, occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and a range of other matters. Compliance with these laws and regulations impacts on the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities.

The Federal Government currently permits the mining and exporting of uranium under strict international agreements designed to prevent nuclear proliferation. The export of uranium is tightly controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries who undertake to use it for peaceful purposes.

The Western Australian State Government allows the mining of uranium provided certain conditions are adhered to.

(d) Public perception

Debate on the relative dangers and benefits of uranium as an energy source will continue into the foreseeable future and may result in statutory and/or regulatory changes which impact the Company operations.

(e) Export policy

The Australian Commonwealth Government maintains tight control over the export of uranium through its licensing process.

Currently there are no nuclear power stations operating within Australia and therefore almost all uranium produced from Australian mines is exported. Federal legislation (including the Customs (Prohibited Exports) Regulations and the Nuclear Nonproliferation (Safeguards) Act) currently ensures that Australian uranium is only exported to countries that undertake to use it for peaceful purposes. The physical mining of uranium is also extensively regulated.

Complying with these laws and regulations increases the cost of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. The approvals required are more rigorous than those for the mining of other metals. There is a risk that should economic deposits of uranium be discovered, the requisite government approvals may not be granted or may be significantly delayed, thereby rendering the deposits uneconomic.

(f) Alternative energy sources

Uranium is used primarily as a fuel source for electricity generation. Other sources of fuel available for power generation include coal, gas and hydro-electricity. Factors that influence the decision of power producers to choose uranium rather than other fuels include political, technological and environmental considerations (both locally and globally). While these, to date, have impacted negatively on the growth of the uranium industry, recent concerns in relation to carbon-based emissions have strengthened the case for the use of uranium. However, sufficient advances in the technology associated with other carbon-efficient power generation (such as wind, solar or geo-thermal power generation) could see the demand for uranium as a fuel source decrease, which would be likely to have a negative impact on the Company and the value of the Shares and Options.

3.11 Unforeseen Expenditure Risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure

requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

3.12 Additional Financing Requirements

Exploration, administrative and other operating costs will reduce the cash reserves of the Company and the Company will have requirements for additional financing to fund its future operations. The Company will be dependent on seeking additional capital elsewhere, through equity, debt or joint venture financing, to support long term exploration and evaluation of its projects. The Company can give no assurances that, if such further capital is required, it can be obtained on terms favourable to the Company, if at all.

3.13 Economic Factors

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

3.14 Government Policy Changes

Government policies are subject to review and changes from time to time. Such changes are likely to be beyond the control of the Company and may affect industry profitability as well as the Company’s capacity to explore and mine.

At present, the Company is not aware of any reviews or changes that would affect its Tenements. However, changes in community attitudes on matters such as taxation, competition policy, environment and indigenous lands right issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company’s exploration plans or its rights and obligations in respect of its Tenements. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by the Company.

3.15 Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks.

Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for gold, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

3.16 Legal Risks

The introduction of new legislation or amendments to existing legislation by governments, developments in existing common law, or the respective interpretation of the legal requirements in any of the legal jurisdictions which govern the Company’s operations or contractual obligations, could impact adversely on the assets, operations and, ultimately, the financial performance of the Company and its shares. In addition there is a commercial risk that legal action may be taken against the Company in relation to commercial matters.

3.17 Stock Market Conditions

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

general economic outlook;
movements in, or outlook on, interest rates and inflation rates;
currency fluctuations;
commodity prices;
changes in investor sentiment towards particular market sectors; and
demand for, and supply of, capital.

Investors should recognise that once the New Options are listed on ASX, the price of the New Options and the Company’s Shares may fall as well as rise. Many factors outside the operations of the Company will affect the price of the New Options and Shares including local and international stock markets, movements in interest rates, economic conditions and investor sentiment generally. In addition, recent world events have affected the price of shares in various sectors. Such events are unpredictable and their impact on the individual companies or markets is beyond the control of the Company.

3.18 Uninsured Loss and Liability

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

3.19 Speculative Nature of Investment

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 New Options offered under this Prospectus.

Therefore, the New Options to be issued pursuant to this Prospectus carry no guarantee with respect to returns of capital or the market value of those New Options or the Shares that may be issued on exercise of the New Options.

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

Section 4 ADDITIONAL INFORMATION

4.1 Legal Framework of this Prospectus

The Company is a "disclosing entity" under the Corporations Act and is subject to the regime of continuous disclosure and periodic reporting requirements. Specifically as a listed company, the Company is subject to the Listing Rules which require continuous disclosure to the market of any information possessed by the Company which a reasonable person would expect to have a material effect on the price or value of its securities.

4.2 Applicability of Corporations Act

As a "disclosing entity", the Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for an offer of securities which are options to acquire quoted enhanced disclosure (“ ED ”) securities and the securities are in a class of securities that were quoted ED securities at all times in the 3 months before the issue of this Prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the provisions of the Listing Rules as in force from time to time which apply to disclosing entities, and which require the Company to notify ASIC of information available to the securities market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

The ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with ASIC may be obtained from, or inspected at, any regional office of ASIC.

The New Options to be issued under this Prospectus are Options in respect of a class of shares that were continuously quoted securities at all times in the 3 months before the issue of this Prospectus.

4.3 Information Available to Shareholders

The Company will provide a copy of each of the following documents, free of charge, to any investor who so requests during the application period under this Prospectus:

(a) the Annual Report for the Company for the period ending 30 June 2011;
(b) the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Report of the Company for the period ending 30 June 2011 and before the issue of this Prospectus:

Date	Description of ASX Announcement
4/10/2011	Appendix 3B
4/10/2011	Letter to Optionholders
4/10/2011	Letter to Overseas Shareholders
4/10/2011	Proposed Rights Issue
30/09/2011	Annual Report
11/08/2011	Teutonic Project Update
26/07/2011	Boorara Project Update
5/07/2011	Successful Listingon ASX and CommencingExploration
1/07/2011	Becominga substantial holder
1/07/2011	Becominga substantial holder
1/07/2011	Becominga substantial holder
1/07/2011	Directors Initial Interest x3

4.4 Terms and Conditions of New Options

a) Exercise Price

The exercise price of each Option is 20 cents.

b) Entitlement

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

c) Option Period

The Options will expire at 5.00pm WST on 1 July 2014. Subject to clause (g), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

d) Ranking of Share Allotted on Exercise of Option

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

e) Voting

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

f) Transfer of an Option

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

g) Method of Exercise of an Option

i. The Company will provide to each Option Holder a notice that is to be completed when exercising the Options (" Notice of Exercise of Options "). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
ii. The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 20 cents ($0.20) per Share.
iii. Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
iv. Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
v. If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of

all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

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

h) ASX Listing

The Company will apply for Quotation of the Options on the ASX.

i) Reconstruction

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

j) Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least six (6) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

k) No Change of Options' Exercise Price or Number of Underlying Shares
Subject to clause (i), there are no rights to change the exercise price of the Options or the number of underlying Shares.

4.5 Rights Attaching to Shares

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

(a) set out in the Constitution; and
(b) in certain circumstances, regulated by the Corporations Act, the Listing Rules, the ASTC Settlement Rules and the general law.

The following is a broad summary of the rights, privileges and restrictions attaching to 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

Subject to any rights restrictions for the time being attached to any class or classes of shares (at present there is only one class) every holder of Shares present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of Shares who is present in person or by proxy, attorney or representative has one vote for every Share held by him or her, but, in respect of partly-paid shares, shall have a fraction of a vote for each partly-paid share.

A poll may be demanded before or immediately upon the declaration of the voting results on a show of hands by the chairman of the meeting, by any five Shareholders present in person or by

proxy, attorney or representative and entitled to vote on the resolution, or by any one or more Shareholders who together hold not less than 5% of the total voting rights of all those Shareholders having the right to vote on the resolution.

Dividends

Subject to the rights of persons (if any) entitled to Shares with special rights to dividends, the Directors may declare a dividend out of profits in accordance with the Corporations Act. The Directors may authorise the payment to Shareholders of an interim dividend as the Directors may determine. Interest may not be paid by the Company on any dividend.

Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in Shares including a transfer that may be effected pursuant to the SCH Business Rules (superseded by the ATSC Settlement Rules) or some other electronic transfer process or by an instrument in writing, in a form sufficient for transfer of the marketable securities under the Corporations Act, or approved by ASX, or in any other usual or common form or in any form approved by the Directors.

The Directors may refuse to register any transfer of Shares, other than a market transfer, where permitted or required by the Listing Rules or the SCH Business Rules (superseded by the ASTC Settlement Rules) or where the transfer would breach the Listing Rules. Where the Directors exercise their right to refuse a transfer, they must give written notice in accordance with Listing Rules to the transferee and lodging broker (if any). Failure to give notice will not invalidate the decision of the Directors. The Company must not refuse to register or give effect to or delay or in any way interfere with the registration of a market transfer where to do so would be contrary to the Listing Rules or any of the SCH Business Rules (superseded by the ASTC Business Rules).

Meetings and Notice

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

Winding Up

Subject to the rights of Shareholders entitled to Shares with special rights in winding up (at present there are none), all monies and property to be distributed between Shareholders shall be distributed to them in proportion to the Shares held by them (irrespective of the amount paid up or credited as paid upon the Shares). A liquidator may, with the sanction of special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be divided and may determine how the division is to be carried out between Shareholders or different classes of Shareholders (presently there are none). The liquidator may, with the sanction of special resolution of the Company, vest the whole or any part of the property of the Company in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but that no Shareholder is compelled to accept shares or other securities in respect of which there is any liability.

Shareholder Liability

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

Alteration to the Constitution

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

ASX Listing Rules

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

4.6 Interests of Directors

Directors' Holdings

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

Director	Shares	Options1
Andrew Maurice	200,0002	500,000
Winton Willesee	150,0003	500,0003
Shannon Coates	343,7514	500,0004

Notes:

Options exercisable on or before 1 July 2014 at an exercise price of 20 cents each. The terms and conditions of the Options are detailed in Section 4.4 of this Prospectus. The Company intends to apply for quotation of these Options as outlined in Section 2.2.
50,000 Shares held indirectly by Mr Maurice’s spouse, Helen Wauchope.
Held indirectly by Azalea Family Holdings Pty Ltd atf the Britt and Winton Willesee Family Trust. Mr Willesee is a director of Azalea Family Holdings Pty Ltd and a beneficiary of the trust.
343,750 Shares are held by Ms Coates’ spouse, Simon Coates atf the Kooyong Trust and 500,000 Options are held by Simon Coates atf for the Sunnyside Superannuation Fund. Ms Coates is a beneficiary of the Kooyong Trust and the Sunnyside Superannuation Fund.

The Directors intend to participate in the Rights Issue by taking up their respective Entitlements in full.

Remuneration of Directors

The Constitution of the Company provides that the Non-Executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum sum per annum from time to time determined by the Company in general meeting (which is currently $200,000 per annum).

A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Directors’ fees to be paid by the Company are as follows:

Director	Role	Directors’ Fees1
Andrew Maurice	Managing Director	$1,200 per day2
Winton Willesee	Non-Executive Chairman	$30,000 per annum3
Shannon Coates4	Non-Executive Director	$30,000 per annum3

Notes:

Non-Executive Directors’ fees not exceeding an aggregate of $200,000 per annum have been approved by the Company in general meeting.
Mr Maurice is paid a daily rate for actual hours worked. See below for a summary of the terms and conditions of Mr Maurice’s Executive Employment Agreement.
Non-Executive Director’s fees are only payable from 1 July 2011, the date the Company was admitted to the Official List of the ASX.
The Company has engaged Evolution Capital Partners Pty Ltd (“ Evolution ”) to provide company secretarial services to the Company, for an initial term of 12 months, which came into effect on 1 July 2011 when the Company was admitted to the Official List of the ASX. Non-Executive Director and Company Secretary, Ms Shannon Coates, is employed by Evolution. See below for a summary of the Evolution Consultancy Agreement.

Details of remuneration provided to Directors and their associated entities during the past two financial years are as follows:

Financial year ending 30 June 2011

Director	Director’s	Superannuation	Other	Total
	Fees/Salaries
	$	$	$	$
Andrew Maurice	24,972	2,247	Nil	27,219
Winton Willesee	Nil	Nil	Nil	Nil
Shannon Coates	Nil	Nil	Nil	Nil

Since 30 June 2011 to the date of this Prospectus, the Directors have accrued the following remuneration:

remuneration:
Director	Director’s	Superannuation	Other	Total
	Fees/Salaries
	$	$	$	$
Andrew Maurice	42,780	3,850	Nil	46,630
Winton Willesee	7,500	Nil	Nil	7,500
Shannon Coates	7,5001	Nil	Nil	7,500

Notes:

This amount does not include amounts paid to Evolution, of which Ms Coates is an employee. Evolution received $19,000 and 312,500 Shares for IPO management services provided prior to the Company’s admission to the Official List on 1 July 2011. From 1 July 2011, Evolution became entitled to receive a minimum of $5,000 per month in consideration for the provision of company secretarial consultancy services to the Company (see below for summary of agreements with Evolution).

Executive Employment Agreement

On 14 March 2011, the Company entered into an Executive Employment Agreement (" Executive Employment Agreement ") with Managing Director, Mr Andrew Maurice, (" Executive ") on the following material terms and conditions. Terms defined in this Section have the same meaning as contained in the Executive Employment Agreement:

Remuneration: Daily Rate of $1,200 per day, based on actual days worked, plus any applicable superannuation.
Termination date: 14 March 2013. 3. Termination by the Executive: The Executive may terminate the Executive Employment Agreement by:
a. giving written notice to that effect in the event of any breach, non-observance or non-performance by the Company of any provision of the Executive Employment Agreement and the failure by the Company to remedy or adequately respond to the breach, non-observance or non-performance within 10 business days of written notice requiring it to remedy such breach; or
b. giving one months' written notice to the Company without providing a reason for termination.
Termination by the Company: The Company may terminate the Executive Employment Agreement by the Company giving one months' written notice to the Executive without needing to provide any reason for termination.

If notice is given by either party to terminate, the Company may make a payment of $1,200 in lieu of the notice period.

IPO Mandate – Evolution

On 11 March 2011, the Company entered into a Mandate with Evolution pursuant to which Evolution agreed to act as Project Manager with respect to the Company’s Prospectus preparation process and ASX listing (“ Evolution Mandate ”). Non-Executive Director and Company Secretary, Ms Shannon Coates, is employed by Evolution.

The Evolution Mandate commenced on 11 March 2011 and terminated on 1 July 2011, the date that the Company was admitted to the Official List of the ASX.

In consideration for the services provided by Evolution pursuant to the Evolution Mandate, the Company paid Evolution a fee of $19,000 and issued 312,500 Shares for nil consideration. Evolution also participated in the Company’s seed capital issue to the extent that it, or its nominee, subscribed for 312,500 Shares for $0.10 per Share.

Consultancy Agreement - Evolution

On 11 March 2011, the Company entered into a Consultancy Agreement with Evolution pursuant to which Evolution has agreed to provide company secretarial services to the Company for a minimum initial term of 12 months from the date the Company was admitted to the Official List of the ASX (“ Consultancy Agreement ”).

In consideration for the services provided by Evolution pursuant to the Consultancy Agreement, the Company has agreed to pay Evolution a minimum monthly fee of $5,000 (plus GST). The Company will pay Evolution additional amounts at an hourly rate for services provided outside of those specified in the Consultancy Agreement, including for managing the Rights Issue. After the initial term, the Consultancy Agreement may be terminated by either party at any time by providing 3 months written notice.

The Consultancy Agreement also contains other provisions which are standard for an agreement of this nature.

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company; or
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Rights Issue.

4.7 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, 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 in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any expert, 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, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Rights Issue.

Gilbert + Tobin have acted as solicitors to the Company in relation to this Prospectus. In respect of their work on this Prospectus, the Company will pay approximately $10,000 for these professional services. Gilbert + Tobin have not provided any other professional services to the Company during the last two years.

Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) are the auditors to the Company. They have provided audit services to the Company from 1 April 2011 for which the Company has paid or will pay fees totalling approximately $7055.50 (excluding GST).

Computershare Investor Services Pty Limited is the Company's share registry and has provided share registry services to the Company during the last two years amounting to approximately $11,716 (excluding GST).

Cygnet Capital Pty Ltd is the Company’s corporate adviser and Underwriter of the Rights Issue. In respect of their underwriting and management services in relation to the Rights Issue, the Company will pay approximately $3,905. Cygnet Capital Pty Ltd or its nominees will also be entitled to subscribe for up to 5,000,000 options (see section 4.10 below). Cygnet Capital Pty Ltd have provided other professional services to the Company during the last two years amounting to approximately $229,000 (excluding GST). Cygnet Capital Pty Ltd has an ongoing mandate to provide corporate advisory services to the Company for a monthly retainer of $7,000. The mandate is for a period of 12 months from 1 July 2011 and may be terminated by either party on 1 month’s written notice.

The amounts disclosed above are exclusive of any amount of goods and services tax payable by the Company in respect of those amounts.

4.8 Expenses of the Rights Issue

The approximate expenses of the Rights Issue are $16,000. These expenses are payable by the Company.

4.9 Consents

Computershare Investor Services Pty Limited has given and, as at the date hereof, has not withdrawn, its written consent to be named as Share Registry in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

Stantons International Audit and Consulting Pty Ltd has given its written consent to the inclusion in the Prospectus of references to the audited Statement of Financial Position of the Company for the year ended 30 June 2011, and to all statements based on that audited Statement of Financial Position in the form and context in which they appear. Stantons International Audit and Consulting Pty Ltd has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Each of the parties referred to in this Section 4.9:

(a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based, other than as specified in this Section 4.9; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 4.9.

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

(c) Gilbert + Tobin as solicitors to the Rights Issue;
(d) Stantons International Audit and Consulting Pty Ltd (trading as Stantons International) as auditors to the Company;
(e) Computershare Investor Services Pty Limited as share registry of the Company; and
(f) Cygnet Capital Pty Ltd as Underwriter.

4.10 Underwriting Agreement

Pursuant to the Underwriting Agreement, the Underwriter has agreed to underwrite the Offer.

Upon Completion of the Rights Issue, the Underwriter will be entitled to receive a minimum subscription of 5,000,000 New Options, together with a 5% underwriting fee and 1% marketing fee calculated on total funds raised via the entitlement issue. For clarity, if all Shareholders entitled to participate in the entitlement issue take up their New Options, the Underwriter will still be entitled to subscribe for 5,000,000 New Options. The Underwriter will also receive payment of reasonable costs and expenses incurred by it in connection with the Offer.

The Company will pay any GST applicable to any fee payable to the Underwriter under the Underwriting Agreement.

Under the Underwriting Agreement, the Underwriter has sole discretion to allocate any New Options which may include issuing them to related parties of the Company.

The Underwriter may, by notice in writing to the Company, upon or at any time prior to Completion, terminate its obligations under the Underwriting Agreement if:

(a) ( Prospectus ): the Company does not lodge the Prospectus on or around the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company; or
(b) ( Copies of Prospectus ): the Company fails to comply with its requirement to provide copies of the Prospectus to the Underwriter (25 at a minimum and as many additional copies reasonably requested by the Underwriter) and such failure is not remedied within 2 days of written notice by the Underwriter; or
(c) ( Supplementary prospectus ):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of a new circumstance that is materially adverse from the point of view of an investor, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require; or
(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter otherwise than as permitted by the Underwriting Agreement; or
(d) ( Non-compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information required by section 713 of the Corporations Act; or
(e) ( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of section 713 of the Corporations Act) or if any statement in the Prospectus becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive; or
(f) ( Restriction on allotment ): the Company is prevented from allotting the Rights Options within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(g) ( Withdrawal of consent to Prospectus ): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent; or
(h) ( ASIC application ): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date, as defined in the Underwriting Agreement, has arrived, and that application has not been dismissed or withdrawn; or
(i) ( ASIC hearing ): ASIC gives notice of its intention to hold a hearing under section 739 or any other provision of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or ASIC makes an interim or final stop order in relation to the Prospectus under section 739 or any other provision of the Corporations Act; or
(j) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act; or
(k) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United

Kingdom, the United States of America, or the Peoples Republic of China or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world; or

(l) ( Authorisation ) any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter; or
(m) ( Indictable offence ): a director or senior manager of the Company is charged with an indictable offence; or
(n) ( Sub-underwriters ): any of the Company sub-underwriters that are introduced by the Company do not comply with their obligation under the sub-underwriting agreements or threaten to not comply with all of their respective obligations under the sub-underwriting agreements with the Underwriter; or
(o) ( Termination Events ): subject always to the proviso that the Underwriter may not exercise its rights under this clause unless, in the reasonable opinion of the Underwriter reached in good faith, the occurrence of a termination event is likely to have, or two or more termination events are likely to have a material adverse effect or give rise to a liability under the Corporations Act, any of the following events occurs:
(i) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking; or
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect; or
(iii) ( Contravention of constitution or Act ): a material contravention by the Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX; or
(iv) ( Adverse change ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a likely material adverse effect after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, unlikely to be met in the projected time; or
(v) ( Error in Due Diligence Results ): it transpires that any of the due diligence results or any part of the verification material was misleading or deceptive, materially false or that there was a material omission from them; or
(vi) ( Significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor; or
(vii) ( Public statements ): without the prior approval of the Underwriter (such approval not to be unreasonably withheld), a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus, unless such public statement is required by law, the Listing Rules or a governmental agency; or
(viii) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the Issue or the affairs of the Company is or becomes misleading or deceptive or likely to mislead or deceive; or

(ix) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy that has not been publicly disclosed or proposed as at the date of the Underwriting Agreement; or
(x) ( Prescribed Occurrence ): a prescribed occurrence occurs; or
(xi) ( Suspension of debt payments ): the Company suspends payment of its debts generally; or
(xii) ( Event of Insolvency ): an event of insolvency occurs in respect of the Company; or
(xiii) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $50,000 is obtained against the Company and is not set aside or satisfied within 7 days; or
(xiv) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced against the Company, other than any claims foreshadowed in the Prospectus; or
(xv) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before completion without the prior written consent of the Underwriter; or
(xvi) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company; or
(xvii) ( Timetable ): there is a delay in any specified date in the Rights Issue timetable which is greater than 14 Business Days; or
(xviii) ( Force Majeure ): a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs; or
(xix) ( Certain resolutions passed ): the Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter; or
(xx) ( Capital Structure ): the Company alters its capital structure in any manner not contemplated by the Prospectus, excluding the issue of any Shares upon exercise of options, such options having been disclosed to the ASX as at the date of the Underwriting Agreement; or
(xxi) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of the Company; or
(xxii) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, the United Kingdom, the United States of America or other international financial markets; or

(xxiii) ( Material Breach ): if the Company fails to rectify any material breach of the Mandate having been given 10 business days notice in writing by the Underwriter of such breach having occurred.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type.

Section 5 DEFINED TERMS

" ASIC " means the Australian Securities & Investments Commission;

" ASTC " means the ASX Settlement and Transfer Corporation Pty Ltd;

" ASTC Settlement Rules " means the settlement rules of the ASTC as amended from time to time (formerly known as the SCH Business Rules);

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" AWST " means Australian Western Standard Time;

" Business Day " means every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day;

" Closing Date " means 5.00pm AWST on 2 November 2011;

" Company " means Mining Group Limited ABN 73 149 230 811;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Cygnet Capital " means Cygnet Capital Pty Limited ACN 103 488 606;

" Directors " means the directors of the Company;

" Entitlement " means the entitlement of an Existing Shareholder to apply for New Options;

" Entitlement and Acceptance Form " means the Entitlement and Acceptance Form accompanying this Prospectus;

" Existing Shareholders " means those shareholders of the Company whose details appear on the Company's register of shareholders as at the Record Date;

" Listing Rules " means the Listing Rules of ASX;

" New Option " means an option to acquire one Share, each exercisable at $0.20 on or before 1 July 2014, the full terms of which are set out in Section 4.4;

" Option " means an option to acquire one Share;

" Prospectus " means this prospectus dated 4 October 2011;

" Record Date " means 5.00 pm AWST on 13 October 2011;

" Rights Issue " means the issue pursuant to the Prospectus of up to 6,512,500 New Options on the basis of 1 New Option for every 4 Shares held on the Record Date at an issue price of 1 cent per New Option, to raise up to $65,125; and

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

Section 6 DIRECTORS’ RESPONSIBILITY STATEMENT & CONSENT

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

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

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

Dated: 4 October 2011

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____ WINTON WILLESEE Non-Executive Chairman

AI assistant

BARYS RESOURCES LIMITED — Capital/Financing Update 2011

64567_rns_2011-10-03_7285ceac-1165-471b-9e86-3571509d56aa.pdf

MINING GROUP LIMITED

PROSPECTUS

The Rights Issue closes at 5.00pm AWST on 2 November 2011.

IMPORTANT NOTICE

INDEX

IMPORTANT NOTICE

NZ Notice

CORPORATE DIRECTORY

CHAIRMAN’S LETTER

WINTON WILLESEE NON-EXECUTIVE CHAIRMAN

BRIEF INSTRUCTIONS

For Current Shareholders

What You May Do

If You Wish To Take Up All or Part Of Your Entitlement

Entitlements Not Taken Up

Section 1 DETAILS OF THE RIGHTS ISSUE

1.1 The Rights Issue

1.2 No Rights Trading

1.3

Opening and Closing Dates

1.4

Purpose of the Rights Issue and Use of Funds

1.5 Brokerage and Commission

1.6 Entitlements and Acceptance

Acceptance of Entitlement in Full

Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001

Partial Acceptance of Entitlement

Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001

Non-Acceptance of Entitlement

Enquiries

1.7 Shortfall

1.8 Issue and Allotment of New Options

1.9 ASX Listing

1.10 No Issue of New Options after 13 months

1.11 Underwriting

1.12 Offer of New Options to Cygnet Capital

1.13 Issue Outside Australia and New Zealand

1.14

Overseas Investors

1.15 Market Prices of Shares on ASX

1.16 Withdrawal of Rights Issue

1.17 Privacy Act

Section 2 CAPITAL STRUCTURE & EFFECT OF THE RIGHTS ISSUE

2.1 Principal Effects

2.2 Capital Structure and Balance Sheet

Capital Structure of the Company

Statement of Financial Position

STATEMENT OF FINANCIAL POSITION

PRO-FORMA REFLECTING PROPOSED RIGHTS ISSUE

Notes to the Pro-forma Statement of Financial Position

Section 3 RISK FACTORS

3.1 General Risks

3.2

Exploration Success

3.3 Tenement Title

3.4 Operating Risks

3.5 Title Risks and Native Title

3.6 Reliance on Key Personnel and Employees

3.7

Resource Estimates

3.8 Environmental Risks

3.9 Gold Mining

3.10 Uranium Mining

(c) Regulation and politics

(d) Public perception

(e) Export policy

(f) Alternative energy sources

3.11 Unforeseen Expenditure Risk

3.12 Additional Financing Requirements

3.13 Economic Factors

3.14 Government Policy Changes

3.15 Commodity Price Volatility and Exchange Rate Risks

3.16 Legal Risks

3.17 Stock Market Conditions

3.18 Uninsured Loss and Liability

3.19 Speculative Nature of Investment

Section 4 ADDITIONAL INFORMATION

BARYS RESOURCES LIMITED Capital/Financing Update 2011