MINING GROUP LIMITED ACN 149 230 811

ENTITLEMENT ISSUE PROSPECTUS

For a renounceable entitlement issue of up to approximately 50,202,344 Shares on the basis of 1 Share for every 1 Share held by those Shareholders registered at the Record Date at an issue price of $0.10 per Share to raise up to $5,020,235 (based on the number of Shares on issue as at the date of this Prospectus) ( Entitlement Offer ).

AND

For the issue of up to 12,500,000 Listed Options for nil consideration ( Listed Options Offer ). The issue of Listed Options under the Listed Options Offer is subject to the receipt of Shareholder approval in general meeting.

The Entitlement Offer is conditionally partially underwritten by Patersons Securities Limited ( Underwriter ) to the extent of the first $2,500,000 raised under the Entitlement Offer. Refer to Section 8.4.1 for details regarding the terms of the Underwriting Agreement.

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 Securities offered by this Prospectus should be considered as speculative.

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1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	TIMETABLE ..................................................................................................................... 2
3.	IMPORTANT NOTES ....................................................................................................... 3
4.	DETAILS OF THE OFFERS ................................................................................................ 6
5.	PURPOSE AND EFFECT OF THE ENTITLEMENT OFFER ................................................... 15
6.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 21
7.	RISK FACTORS ............................................................................................................ 26
8.	ADDITIONAL INFORMATION ...................................................................................... 36
9.	DIRECTORS’ AUTHORISATION .................................................................................... 50
10.	GLOSSARY .................................................................................................................. 51

1. CORPORATE DIRECTORY

Directors

Registered Office

Mr Winton Willesee Non-Executive Chairman Mr Zeffron Reeves Managing Director Mr Robert Butchart Non-Executive Director

3 Richardson Street WEST PERTH WA 6005 Telephone: + 61 8 9322 6424 Facsimile: +61 8 9486 1258 Email: [email protected] Website: http://www.mininggroup.net.au

Mr Colin Johnstone Non-Executive Director

Company Secretary

Ms Shannon Louise Coates

Share Registry*

Solicitors

Computershare Investor Services Pty Limited Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Telephone: 1300 787 272

Auditor*

Underwriter and Lead Manager

Stantons International Level 2, 1 Walker Avenue WEST PERTH WA 6005

Patersons Securities Limited Level 23, Exchange Plaza 2 The Esplanade PERTH WA 6000

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

2. TIMETABLE

Lodgement of Prospectus with the ASIC			1 August 2012
Lodgement of Prospectus & Appendix 3B with ASX			1 August 2012
Notice sent to Optionholders			3 August 2012
Notice sent to Shareholders			3 August 2012
Ex date			7 August 2012
Rights start trading			7 August 2012
Record Date for determining Entitlements			13 August 2012
Prospectus despatched to Shareholders		&	16 August 2012
Company announces despatch has	been
completed
Rights stop trading			23 August 2012
Shares quoted on a deferred settlement basis			24 August 2012
Closing Date of Offers*			30 August 2012
ASX notified of under subscriptions			4 September 2012
Despatch of holding statements			7 September 2012
Shareholder meeting to approve issue of	Listed		On or about 10 September 2012
Options
Issue of Listed Options and dispatch of holding			On or about 11 September 2012
statements

*The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

3. IMPORTANT NOTES

This Prospectus is dated 1 August 2012 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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

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.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

This Prospectus is a transaction specific prospectus for an offer of 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.

3.1 Underwriting Agreement

The Entitlement Offer is conditionally partially underwritten by Patersons Securities Limited ( Underwriter ) to the extent of first $2,500,000 raised under the Entitlement Offer.

The Underwriting Agreement (summarised in Section 8.4.1) includes standard termination events and also the following non-standard termination events, which would entitle the Underwriter to terminate the Underwriter Agreement if either of these events occur:

(a) (Minimum Shareholder Subscription): as at the Closing Date, shareholders of the Company or other applicants have not subscribed for at least 10,000,000 Shares under the Prospectus; and
(b) (Sub-underwriters): any of the Company Sub-Underwriters that are introduced by the Company do not comply with their obligations under the sub-underwriting agreements or threaten to not comply with their respective obligations under the sub-underwriting agreements.

The effect of the Minimum Shareholder Subscription termination event is that existing Shareholders must subscribe for at least 10,000,000 Shares under the Entitlement Offer, otherwise the Underwriter will be entitled to terminate the Underwriter Agreement. In effect, this reduces the Underwriter’s exposure to the Shortfall.

The “Company Sub-Underwriters” referred to in paragraph (b) above is only Cygnet Capital Pty Ltd. The rationale for this termination event is that the Underwriter is not willing to accept counterparty risk in relation to subunderwriters that are not known to the Underwriter and have been introduced by the Company (and hence the risk is unknown). The effect of this termination

event is that, if any Company Sub-Underwriters do not comply with their obligations under the sub-underwriting agreements or threaten to not comply with their respective obligations under the sub-underwriting agreements, the Underwriter will be entitled to terminate the Underwriting Agreement.

3.2 Loan Agreement with White Swan Nominees Pty Ltd

As detailed in Section 8.4.2 of this Prospectus, the Company has entered into loan arrangement with White Swan Nominees Pty Ltd pursuant to which it has borrowed $500,000 from White Swan Nominees Pty Ltd.

This loan is secured by a charge over the Company’s assets and must be repaid from the proceeds of the Entitlement Offer.

If the Entitlement Offer does not proceed (for example, if the minimum subscription is not raised or the Underwriting Agreement is terminated), the loan will become immediately repayable and White Swan Nominees Pty Ltd will be entitled to enforce its security. Such an event would be materially adverse to all Shareholders in the Company.

As a result, the success of the Offer is critical to the Company’s ongoing viability.

3.3 Risk factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

3.4 Web Site – Electronic Prospectus

A copy of this Prospectus may be made available in electronic form. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia or New Zealand.

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. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

3.5 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus.

4. DETAILS OF THE OFFERS

4.1 The Offers

Entitlement Offer

The Entitlement Offer is being made as a renounceable entitlement issue of 1 Share for every 1 Share held by Shareholders registered at the Record Date at an issue price of $0.10 per Share.

Based on the capital structure of the Company as at the date of this Prospectus and assuming no existing options are exercised and all Entitlements are accepted, a maximum of 50,202,344 Shares will be issued pursuant to this Entitlement Offer to raise up to $5,020,235.

As at the date of this Prospectus the Company has 24,172,230 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Entitlement Offer. Please refer to Section 0 of this Prospectus for information on the exercise price and expiry date of the Options on issue.

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus and all of the Options under this Prospectus will be issued on the same terms and conditions as the Options listed on the ASX, further details of which are set out in Section 6.2. Please refer to Section 6 for further information regarding the rights and liabilities attaching to the Shares and Options.

Listed Options Offer

This Prospectus also includes an offer of up to 12,500,000 Listed Options ( Listed Options Offer ).

The Listed Options Offer will be made available to:

(a) certain sub-underwriters of the Entitlement Offer (and other parties nominated by the Underwriter); and
(b) the Underwriter.

Applicants for the Listed Options should complete the Broker Application Form by filling in the details in the spaces provided in the Broker Application Form and deliver the form to the address set out in the Broker Application Form.

The offer and the issue of the Listed Options are subject to the receipt of Shareholder approval for their issue in general meeting. If Shareholders do not approve the issue of the Listed Options, the Company has agreed to pay each the approved applicants for the Listed Options an agreed valuation of 5.4 cents for every Listed Option that would have been issued.

4.2 Purpose of the Offers

The purpose of the Offers and the intended use of funds raised are set out in Section 5.1 of this Prospectus.

4.3 What Eligible Shareholders may do

The number of Shares to which Eligible Shareholders are entitled is shown on the accompanying personalised Entitlement and Acceptance Form. Eligible Shareholders may:

(a) take up all of their Entitlement (refer to Section 4.4);
(b) take up all of their Entitlement and apply for additional Shares in the Shortfall Offer (refer to Sections 4.4 and 4.16);
(c) sell all of their Entitlement on ASX (refer to Section 4.5);
(d) take up a proportion of their Entitlement and sell the balance on ASX (refer to Section 4.6);
(e) take up a proportion of their Entitlement and allow the balance to lapse (refer to Section 4.7);
(f) sell all or a proportion of their Entitlement other than on ASX (refer to Section 4.8); or
(g) allow all or part of their Entitlement lapse (refer to Section 4.9).

4.4 Taking up all of your Entitlement and applying for Shortfall Shares

Should you wish to accept all of your Entitlement, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

You may also apply for additional Shares on your Entitlement and Acceptance Form under the Shortfall.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to “Mining Group Limited Offer " and lodged and received at any time after the issue of this Prospectus and received on or before the Closing Date by the Company's Share Registry (by delivery or by post) at:

By Post Mining Group Limited GPO Box 505 Melbourne VIC 3001

If you wish to pay via BPAY® you must follow the personalised instructions set out in your personalised Entitlement and Acceptance Form. Make sure that you use the specific Biller Code and unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form. You do not need to return a completed Entitlement and Acceptance Form but are taken to have made the declarations in the Entitlement and Acceptance Form and the representations outlined below in Section 4.10. If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings

only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your Application Monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid).

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received by 5.00pm (AEST) on the Closing Date.

The Company shall not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.]

4.5 Selling all your Entitlement on ASX

The Entitlements under the Entitlement Offer are renounceable which means that all or part of an Eligible Shareholder’s rights to subscribe for Shares under the Entitlement Offer may be traded on ASX. If you wish to sell all of your Entitlement on ASX, provide instructions to your stockbroker regarding the Entitlement you wish to sell on ASX. Trading of Entitlements will commence on ASX on 7 August 2012 and will cease on 23 August 2012.

There is no guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on ASX or that any particular price will be paid for the Entitlements sold on ASX.

4.6 Taking up a proportion of your Entitlement and selling the balance on ASX

If you wish to take up only part of your Entitlement, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in section 4.4, or make a payment by BPAY in accordance with section 4.13.

Subsequently, provide instructions to your stockbroker regarding the proportion of your Entitlement you wish to sell on ASX.

4.7 Taking up a proportion of your Entitlement and allowing the balance to lapse

If you wish to take up only part of your Entitlement and allow the balance to lapse, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in section 4.4. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from taking up or selling that part of your Entitlement.

4.8 Selling all or a proportion of your Entitlement other than on ASX

You may elect to transfer all or a proportion of your Entitlement to another person other than on ASX. If the purchaser of your Entitlement is an Ineligible Shareholder or a person that would be an Ineligible Shareholder if they were a registered holder of Shares, that purchaser will not be able to take up the Entitlement they have purchased.

If you are a shareholder on the issuer sponsored subregister and you wish to transfer all or a proportion of your Entitlement to another person other than on

ASX, forward a completed standard renunciation and transfer form (obtainable from the Share Registry) and the applicable transferee's cheque for the Shares they wish to subscribe for payable to "Mining Group Limited - Subscription Account" and crossed "Not Negotiable" to the Share Registry (by delivery or by post at any time after the issue of this Prospectus and received on or before the Closing Date) at the following address:

By Post Mining Group Limited GPO Box 505 Melbourne VIC 3001

If you wish to transfer all or a proportion of your Entitlement to or from another person on the CHESS subregister you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies for Shares the transferee of the Entitlement wants to acquire must be received by Share Registry in accordance with Section 4.4.

4.9 Allow all or part of your Entitlement to lapse

Shareholders should be aware that their Entitlement may have value. Entitlement are renounceable, which enable Eligible Shareholders who do not wish to take up part or all of their Entitlement to seek to sell or trade all or some of their Entitlement on ASX.

If you do not wish to accept or trade any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement or dispose of your Entitlement by the Closing Date, the Entitlement Offer to you will lapse.

4.10 Implications of an acceptance

Returning a completed Entitlement and Acceptance Form or paying any Application Monies by BPAY® will be taken to constitute a representation by you that:

(a) you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety; and
(b) you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY® payment instruction is given in relation to any Application Monies, the application may not be varied or withdrawn except as required by law.

4.11 Minimum subscription

The minimum subscription under the Entitlement Offer is $2,500,000.

No Shares or Listed Options will be allotted or issued until the minimum subscription has been received. If the minimum subscription is not achieved within 4 months after the date of issue of this Prospectus, the Company will either repay the Application Monies to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application monies.

4.12 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Mining Group Limited Offer” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must be received by the Company’s share registry no later than 5.00pm (AEST) on the Closing Date.

4.13 Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5.00pm (AEST) on the Closing Date. You should be aware that your financial institution may implement either cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

4.14 Underwriting

The Entitlement Offer is conditionally underwritten by the Underwriter to the extent of the first $2,500,000 raised under the Entitlement Offer. Refer to Section 8.4.1 of this Prospectus for details of the terms of the underwriting.

Cygnet Capital Pty Ltd ( Cygnet ) has entered into a sub-underwriting agreement with the Underwriter to sub-underwrite the Entitlement Offer to the extent of $1,229,000, on standard terms and conditions. Cygnet has entered into back to back arrangements with high net worth and sophisticated clients in respect of this sub-underwriting arrangement. As such, it is unlikely that Cygnet will be subscribing for any Shares in its own right.

In addition, entities controlled by two Directors have entered into back to back agreements with Cygnet whereby they have agreed to sub-underwrite the Entitlement Offer in the amounts set out below:

(a) Mr Zeffron Reeves - $25,000; and
(b) Mr Colin Johnstone - $50,000.

The sub-underwriting agreements with the above Directors are on standard commercial terms.

4.15 Effect on control of the Company and potential dilution to Shareholders

The Underwriter is not presently a shareholder of the Company. However, the extent to which shares are issued pursuant to the underwriting will increase the Underwriter’s voting power in the Company. The Underwriter is not a related party of the Company for the purpose of the Corporations Act. The Underwriter’s present relevant interest and changes under several scenarios are set out in the table below and are based on the highly unlikely assumption that all subunderwriters default in their obligations to underwrite the Entitlement Offer under each scenario.

each scenario.
Event	Shares held/issued by Underwriter	Voting power of Underwriter
Date of Prospectus	Nil	Nil
Completion of Entitlement Issue
• Fully subscribed	Nil	Nil
• 75% subscribed	Nil	0%
• 50% subscribed	Nil	0%
• 25% subscribed	12,449,414	16.6%
• $1million subscribed	15,000,000	19.95%

Note that there is a termination event in the Underwriting Agreement requiring that at least 10,000,000 Shares are subscribed for under the Entitlement Offer. Therefore, at least $1,000,000 must be raised under the Entitlement Offer from existing Shareholders before the Underwriter is likely to have any obligations under the Underwriting Agreement.

In addition to the above, the sub-underwriters of the Entitlement Offer will be offered Listed Options under the Listed Options Offer on the basis of one Listed Option for every two Shares sub-underwritten. This could potentially increase their voting power in the Company if these Listed Options are subsequently exercised.

The number of Shares held by the Underwriter and its voting power in the table above show the potential effect of the underwriting of the Entitlement Offer. However, it is unlikely that all sub-underwriters will default in their obligations to sub-underwrite the Entitlement Offer. The underwriting obligation and therefore voting power of the Underwriters will reduce by a corresponding amount for the amount of entitlements under the Entitlement Offer taken up by the other Shareholders above $1,000,000 and the amount of the Shortfall taken up by subunderwriters.

In addition, Shareholders should note that if they do not participate in the Entitlement Offer, their holdings may be diluted by up to approximately 50% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders are set out in the table below:

Holder	Holding as at Record date	% at Record Date	Entitlements under the Entitlement Offer	Holdings if Entitlement Offer not taken Up	% post Entitlement Offer
Shareholder 1	10,000,000	19.92	10,000,000	10,000,000	9.96
Shareholder 2	5,000,000	9.96	5,000,000	5,000,000	4.98
Shareholder3	1,500,000	2.99	1,500,000	1,500,000	1.49
Shareholder 4	400,000	0.80	400,000	400,000	0.40
Shareholder5	50,000	0.10	50,000	50,000	0.05

Notes:

Assuming that no Options are exercised prior to the date of this Prospectus.
The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

4.16 Shortfall Offer

Any Entitlement not taken up pursuant to the Entitlement Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.10 being the price at which Shares have been offered under the Entitlement Offer.

Shareholders may in addition to their Entitlement, apply for additional Shares regardless of the size of their present holding.

Entitlements not taken up become available as additional Shares. It is possible, particularly if there is an active rights market, that there will be few or no additional Shares available for issue. It is an express term of the Shortfall Offer that applicants for additional Shares will be bound to accept a lesser number of additional Shares allocated to them than applied for. If a lesser number is allocated to them, excess application money will be returned without interest. The Company and the Underwriter have the right to scale back any applications for additional Shares in their absolute discretion. Neither the Company nor the Underwriter can guarantee that you will receive any of the additional Shares applied for. Applications for additional Shares do not have a priority to applications for Shortfall Shares and the Directors, in consultation with the Underwriter, have full discretion in determining how to issue any Shortfall Shares.

4.17 ASX listing

Application for Official Quotation of the Shares and Listed Options offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Shares and Listed Options offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares or Listed Options and will repay all Application Monies for the Shares and Listed Options within the time prescribed under the Corporations Act, without interest.

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

4.18 Allotment

Shares and Listed Options issued pursuant to the Offers will be allotted in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Shares issued pursuant to the Shortfall Offer may be allotted on a progressive basis. Where the number of Shares issued is less than the number applied for, or where no allotment is made 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 Shares and Listed 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 Shares and Listed Options issued under the Entitlement Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

4.19 Overseas shareholders

This Entitlement 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.

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

The Entitlement Offer is being made in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002.

However, pursuant to ASX Listing Rule 7.7, the Company has appointed a nominee, Patersons Securities Limited, to sell the Entitlements to which Ineligible Shareholders are entitled. The nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner of any such sale.

Any interest earned on the proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to the relevant Ineligible Shareholders as described below.

The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and

other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company.

Notwithstanding that the nominee may sell Entitlements, Ineligible Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds.

Neither the Company nor the nominee will be subject to any liability for failure to sell the Entitlements or to sell them at a particular price. If, in the reasonable opinion of the nominee, there is no viable market for the Entitlements of the Ineligible Shareholders, or a surplus over the expenses of the sale cannot be obtained the Entitlements that would have been offered to the Ineligible Shareholders, then those Entitlements will be allowed to lapse. The Shares not taken up will form part of the Shares to be taken up by the Underwriter pursuant to the Underwriting Agreement.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Entitlement Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

4.20 Enquiries

Any questions concerning the Offers should be directed to the Offer Information line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia)..

5. PURPOSE AND EFFECT OF THE ENTITLEMENT OFFER

5.1 Purpose of the Entitlement Offer

The purpose of the Entitlement Offer is to raise up to $5,020,235.

The funds raised from the Entitlement Offer are planned to be used in accordance with the table set out below:

Item	Proceeds of the Entitlement Offer	Funds Raised ($)	%
1.	Repayment of loan2	$500,000	10
2.	Exploration Activities4	$2,629,021	52
3.	Expenses of the Offers1	$430,000	8
4.	Working capital	$1,461,214	30
	Total	$5,020,235	100

In the event that only $2,500,000 (the minimum subscription) is raised under this Prospectus, the proceeds of the Entitlement Offer are intended to be applied as follows:

Proceeds of the Entitlement Offer	Funds Raised ($)	%
Repayment of loan2	$500,000	20
Exploration Activities4	$1,227,000	49
Expenses of the Offers1	$278,785	11
Working capital	$494,215	20
Total	$2,500,000	100

Notes:

Refer to Section 8.8 of this Prospectus for further details relating to the estimated expenses of the Offers.
The Company has entered into a loan arrangement with White Swan Nominees Pty Ltd, pursuant to which the Company has borrowed $500,000 from White Swan Nominees Pty Ltd. This loan must be repaid from the proceeds of the Entitlement Offer. Please refer to Section 8.4.2 for further details.
If Shareholders do not approve the issue of the Listed Options under this Prospectus, the Company has agreed to pay each of the approved applicants for the Listed Options an amount of 5.4 cents per Listed Option. This would equate to a total of $675,000. In the unlikely event this occurs, these funds will be allocated on an approximate pro rata basis from the funds to be applied towards exploration activities and working capital.

Exploration will be undertaken to delineate and evaluate further "skarn" and porphyry targets to determine the best prospect/s for delineation of a JORC compliant resource. In order to do that the company will use funds to carry out the following activities, up to 250 line km of ground magnetic; up to 5000m of diamond drilling; up to 100 line km of soil sampling; and further detailed mapping and surface sampling.

In the event the Company raises less than the full subscription of $5,020,235, the allocation of funds towards exploration activities and working capital will be reduced approximately on a pro rata basis.

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

5.2 Effect of the Offers

The principal effect of the Offers, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, will be to:

(a) increase the cash reserves by $4,590,235 (after deducting the estimated expenses of the Offers) immediately after completion of the Offers;
(b) increase the number of Shares on issue from 50,202,344 as at the date of this Prospectus to 100,404,688 Shares; and
(c) increase the number of Options on issue from 24,172,230 as at the date of this Prospectus to a maximum of 36,672,230 Options (subject to the additional Options which may be issued as outlined in Section 0).

5.3 Pro-forma balance sheet

The unaudited balance sheet as at 30 June 2012 and the unaudited pro-forma balance sheet as at 30 June 2012 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

The pro-forma balance sheet has been prepared assuming:

(a) only the minimum subscription of $2,500,000 is raised; and
(b) all Entitlements are accepted, raising the maximum subscription of $5,020,235,

no Options are exercised prior to the Record Date and including expenses of the Offers.

The pro-forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

		*Proforma* $2.5 million Minimum Subscription	*Proforma* $5.0 million Maximum Subscription
	UNAUDITED 30 June 2012 $
CURRENT ASSETS
Cash	878,641	2,599,8561	5,468,8761
Other current assets	2,929,523	2,929,523	2,929,523
TOTAL CURRENT ASSETS	3,808,164	5,529,379	8,398,399

NON-CURRENT ASSETS
Exploration	18,882,774	18,882,774	18,882,774
Other non-current assets	136,396	136,396	136,396
TOTAL NON-CURRENT ASSETS	19,019,170	19,019,170	19,019,170

TOTAL ASSETS	22,827,334	24,548,549	27,417,569

CURRENT LIABILITIES
Creditors and other payables	666,528	666,528	666,528
TOTAL CURRENT LIABILITIES	666,528	666,528	666,528

NON-CURRENT LIABILITIES
Other non-current liabilities2	12,325,512	12,325,512	12,325,512
TOTAL NON-CURRENT LIABILITIES	12,325,512	12,325,512	12,325,512

TOTAL LIABILITIES	12,992,040	12,992,040	12,992,040

NET ASSETS (LIABILITIES)	9,835,294	11,556,509	14,425,529

EQUITY
Share capital	8,850,342	10,571,557	13,440,577
Minority Interest	40,875	40,875	40,875
Options Reserve	2,542,553	2,542,553	2,542,553
Retained loss	(1,598,476)	(1,598,476)	(1,598,476)
TOTAL EQUITY	9,835,294	11,556,509	14,425,529

Notes:

1 Represents total funds raised less estimated costs of the capital raising and repayment of the loan between the Company and White Swan Nominees Pty Ltd in accordance with the terms as outlined in this Prospectus.
2 This long term liability is exploration expenditure accrued by Cadan prior to the Company acquiring an effective 80% interest in the Comval Project. It is a nonrecourse liability, in that Cadan has no right to payment of the liability until the Comval Project commences commercial production, at which time the liability will repaid on pro rata basis according to Cadan’s ownership interest in the Comval Project (currently 20%). This structure has been set up as a mechanism for Cadan to access its profit from the Comval Project through a tax effective structure. It is offset by a similar amount on the balance sheet as a non-current asset under exploration.

5.4 Effect on capital structure

The effect of the Offers on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, is set out below.

	Minimum Subscription	Full Subscription

Shares currently on issue1	50,202,344	50,202,344
Shares offered pursuant to the Entitlement Offer	25,000,000	50,202,344
Total Shares on issue after completion of the Offers	75,202,344	100,404,688
Options
		Number
Options currently on issue: (Quoted exercisable at $0.20 on or before 1 July 2014) (Unquoted exercisable at $0.20 on or before 1 July 2014)2 (Unquoted exercisable at $0.55 on or before 28 February 2014) (Unquoted exercisable at $0.60 on or before 1 April 2015)3 (Unquoted exercisable at $0.60 on or before 14 May 2015)		21,922,230 1,500,000 400,000 300,000 50,000
Options to be issued pursuant to the Loan Agreement (Quoted exercisable at $0.20 on or before 1 July 2014)		6,000,000
Options offered pursuant to the Listed Options Offer4 (Quoted exercisable at $0.20 on or before 1 July 2014)		12,500,000
Total Options on issue after completion of the Offers		42,672,230

Notes

10,915,625 Shares are subject to an escrow period ending on 1 July 2013 and 2,600,000 Shares are subject to an escrow period ending on 17 January 2014.
Subject to an escrow period ending on 1 July 2013.
Subject to an escrow period ending on 1 April 2013.
Subject to receipt of Shareholder approval.
In addition, the Company has agreed to issue 500,000 Options (exercise price $0.45; expiry date 15 July 2014) to Mr Colin Johnstone and 3,750,000 Options (exercise price $0.20; expiry date 1 July 2015) to Mr Zeffron Reeves, in each case subject to receipt of Shareholder approval.

5.5 Details of substantial holders

Based on publicly available information as at 18 July 2012, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
James Allan Fraser and Margaret Fraser as trustee for the Fraser Superannuation Fund Account	4,500,000	8.96%
Cadan Resources Corporation	3,100,000	6.18%

In the event all Entitlements are accepted, there will be no change to the substantial holders on completion of the Offers. However, if the parties set out above do not participate in the Entitlement Offer, their interest in the Company will be diluted.

6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 Rights and liabilities attaching to Shares

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) 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

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 each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c)

Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as

against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(e)

Shareholder liability

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

(f) Transfer of shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

(g) Future increase in capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

(h) Variation of rights

Under section 246B of the Corporations Act, 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 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.

(i) Alteration of 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. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

6.2 Rights Attaching to Listed 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

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.

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.

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.

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.

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.

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.

7. RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Company specific

(a) Loan Agreement with White Swan Nominees Pty Ltd

This loan is secured by a charge over the Company’s assets and must be repaid from the proceeds of the Entitlement Offer.

As a result, the success of the Offer is critical to the Company’s ongoing viability.

(b) Exploration Success

The Company’s projects 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 in which the Company has an interest, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be

realised in practice, which may materially and adversely affect the Company’s viability.

(c)

Tenement Title

The Company is not the registered holder of the tenements comprising the Boorara and Teutonic Projects. While the Company has entered into agreements with each of the registered holders, pursuant to which it may earn an initial 70% interest in each of these 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.

(d) 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.

(e)

Conditions and Renewal of Licences

EP1 and EP2 are governed by Philippine legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, Philco could lose title to, or its interest in, the licences if any licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

EP1 and EP2 are in the process of being renewed. The renewal of the term of each licence is usually at the discretion of the relevant government authority. While the Company has no reason to believe that the renewals will not be obtained, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on the licences if this were to occur.

(f)

The Dispute

Under a Strategic Co-operation and Development Agreement ( SCDA ) dated 18 January 2010 between REG, Philco and Cadan, REG has made a claim against Philco for unpaid invoices totalling $677,103.48 (plus interest). REG has claimed that it performed certain works for

Philco and Cadan pursuant to the SCDA. Cadan and Philco dispute this claim. The matter is still pending resolution by arbitration in Singapore.

In addition to the above, REG is seeking to enforce rights under the SCDA which would entitle it to conduct metallurgical testing and mineral processing operations on the Tagpura Skarn target, which is located within EP2. If these rights are upheld, Philco may not be able to conduct exploration operations over the Tagpura Skarn target.

The resolution of the pending arbitration case with REG for the alleged breach of the SCDA could have serious implications on the ability of the Company to operate the entire area covered by EP2. As indicated above, REG claims that under the SCDA it has the right to undertake the management of required additional metallurgical test work and manage the mineral processing of the Tagpura Skarn target. Accordingly, if REG is deemed to be the rightful operator of the Tagpura Skarn target, the Company may not be permitted to conduct exploration over EP2 to the fullest extent.

(g) Environmental Risk

120 hectares out of the 2,139 hectares of EP2 is considered by the Protected Areas, Wildlife and Coastal Management Services (in the Philippines) as wilderness areas closed to mining activities. There is a risk that this area could be eventually excluded from EP2 or any successor to that permit. The Company would need to evaluate the importance to future exploration and mining operations of this specific area.

Further, the operations and proposed activities of the Comval Project are subject to Philippine 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. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

(h) Sovereign and Political Risks Associated with Operating in the Philippines

The Comval Project is located in the Philippines and the Company will be subject to the risks associated with operating in that country, including various levels of political, economic and other risks and uncertainties.

(i) Indigenous Heritage Protection

Under the Mining Act (Philippines), no mining permit may be issued on areas subject of ancestral land claims or verified by the appropriate government agency as actually being occupied by indigenous cultural communities/indigenous peoples ( ICCs/IPs ), except with their prior consent. Prior consents shall be obtained as far as practicable in accordance with the customary laws of the ICCs/IPs concerned.

The Indigenous People’s Act of 1997 (Philippines) and its implementing rules and regulations also provide that no permit will be issued, granted or renewed by the concerned government agency without the NCIP first having issued a certificate which will only be issued after securing the free and prior informed consent of the affected ICCs/IPs.

A memorandum of agreement ( MOA ) was entered into between Philco and the ICCs/IPs. There has been a request by the IPs/ICCs to cancel the MOA, following allegations that the signatories of the IPs/ ICCs to the MOA lack the authority to represent the ICCs/IPs. If the complainants were successful, access to the Comval Project could be limited until another memorandum of understanding between the parties is executed. For the complaint to be successful, the complainants would have to overcome the presumption of regularity afforded the execution of the MOA due to the Philippine government also being a signatory, which would require strong evidence, of which the Company understands there is none to date.

(j)

Seasonal Weather

The Philippines experiences large seasonal weather changes which may adversely affect drilling operations, site services and assets. Such extreme weather conditions may create access and operational difficulties and negatively affect results and progress accordingly. In saying this, it is understood that year round drilling access has been demonstrated at the Comval Project by Philco.

(k) Identified due diligence risks

Based on the due diligence conducted to date, the Company has identified other risks relevant to Philco including:

(i) illegal small scale miners; and

(ii) allegations of non payment of employment benefits.

The Company intends to manage these risks, however, there is a risk that if these matters are not attended to, the Company will not be able to receive the full benefit of the Acquisition.

7.3 Industry specific

(a) 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.

(b) 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.

(c)

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.

(d) Gold and Copper Mining

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

Gold and copper 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:

(i) speculative positions taken by investors or traders;
(ii) changes in global demand for gold or copper;
(iii) global and regional recessions or reduced economic activity and/or inflationary expectations;
(iv) financial market expectations regarding the rate of inflation;
(v) the strength of the U.S. dollar (the currency in which gold and copper trades internationally);
(vi) hedging and de-hedging by gold and copper producers;
(vii) decisions made by central banks and multilateral organisations to purchase, hold or sell portions of their gold reserves; and
(viii) changes in production costs in major gold producing regions.

(e) Uranium Mining

(i) 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.

(ii)

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 affect on the Company.

(iii) 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.

(iv) 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.

(v) 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.

(vi) 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.

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) 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.

(k) 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.

7.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b)

Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c)

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 programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(d)

Reliance on key personnel

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.

7.5 Speculative 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 Shares offered under this Prospectus

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

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

8. ADDITIONAL INFORMATION

8.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

8.2 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.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a 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) 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:

(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

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.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
31/07/2012	Mining Group to raise up to $5 million
31/07/2012	Reinstatement to Official Quotation
31/07/2012	Quarterly Activities and Cashflow Report
24/07/2012	Market Update
20/07/2012	Suspension from Official Quotation
18/07/2012	Trading Halt
17/07/2012	Final Director's Interest Notice
17/07/2012	Initial Director's Interest Notice
17/07/2012	Appointment of New Managing Director
13/07/2012	Research Report
09/07/2012	Exploration Update - Porphyry Potential at Comval
02/07/2012	Research Report
22/06/2012	Appendix 3B
18/06/2012	Boardroom Radio Webcast - MNE An Emerging Copper Opportunity
13/06/2012	Presentation
28/05/2012	Release from Escrow
25/05/2012	Final Director`s Interest Notice
25/05/2012	Initial Director`s Interest Notice
25/05/2012	Mining Group Strengthens Board
16/05/2012	New Copper Discovery at Comval
14/05/2012	Appendix 3B
14/05/2012	Options to Consultants

Date	Description of Announcement
30/04/2012	Quarterly Activities and Cashflow Report
23/04/2012	Appendix 3Y - Managing Director purchases shares
18/04/2012	Completion of Tranche 2 of Placement
18/04/2012	Appendix 3B
18/04/2012	Drilling Update and New Copper Gold Target
10/04/2012	Appendix 3B
29/03/2012	Completion of Tranche 1 of Placement
29/03/2012	Appendix 3B
20/03/2012	Release from Escrow
16/03/2012	Corporate Video
12/03/2012	Half Yearly Report and Accounts
08/03/2012	Mining Group to raise $3 million
06/03/2012	Trading Halt
01/03/2012	Initial Director`s Interest Notice
01/03/2012	Director Appointment
23/02/2012	Change of Registered Address
23/02/2012	Replacement Presentation
23/02/2012	Investor Presentation
17/02/2012	Results of Meeting
09/02/2012	Assay Results from Comval Project
03/02/2012	Appendix 3B
31/01/2012	Quarterly Activities and Cashflow Report
27/01/2012	Appendix 3B
23/01/2012	Research Report
20/01/2012	Comval Project Update
19/01/2012	Becoming a substantial holder
19/01/2012	Notice of General Meeting/Proxy Form
18/01/2012	Secondary Trading Notice
17/01/2012	Appendix 3B
17/01/2012	Completion of Comval Acquisition
05/01/2012	Correction - Appendix 3B
05/01/2012	Appendix 3B
23/12/2011	Request for Trading Halt
23/12/2011	Supplementary Prospectus
23/12/2011	Trading Halt
22/12/2011	Results of General Meeting
22/12/2011	Prospectus

Date	Description of Announcement
21/12/2011	Material Variations to Agreement to acquire Comval Project
19/12/2011	Trading Halt
28/11/2011	Appendix 3B
22/11/2011	Notice of General Meeting/Proxy Form
17/11/2011	Change of Director`s Interest Notice x3
17/11/2011	Appendix 3B
17/11/2011	Completion of Rights Issue
11/11/2011	Results of Meeting
10/11/2011	Rights Issue Options Listed
07/11/2011	Notification of Undersubscriptions
07/11/2011	Mining Group to Acquire 80% of Comval Copper Gold Project
07/11/2011	Reinstatement to Official Quotation
02/11/2011	Suspension from Official Quotation
31/10/2011	Trading Halt
21/10/2011	Quarterly Activities and Cash Flow Report
12/10/2011	Notice of Annual General Meeting/Proxy Form/Annual Report
05/10/2011	Letter to Shareholders
04/10/2011	Prospectus
04/10/2011	Timetable Correction
04/10/2011	Appendix 3B
04/10/2011	Letter to Optionholders
04/10/2011	Letter to Overseas Shareholders
04/10/2011	Pro-Rata Non-Renounceable Rights Issue to Shareholders
30/09/2011	Annual Report to shareholders

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.

The announcements are also available through the Company’s website www.mininggroup.net.au.

8.3 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, lowest and last market sale prices of the 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	$0.475	2 May 2012
Lowest	$0.10	31 July 2012
Last	$0.10	31 July 2012

8.4 Material contracts

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

8.4.1 Underwriting Agreement

By an agreement between the Underwriter and the Company ( Underwriting Agreement ), the Underwriter agreed to conditionally partially underwrite the Entitlement Offer for 25,000,000 Shares ( Underwritten Shares ).

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter:

(a) an underwriting fee of 6% of the value of the Underwritten Shares;
(b) a corporate advisory fee of $75,000; and
(c) a placement fee of 6% in relation to any Shortfall Shares placed by the Underwriter (over and above the Underwritten Shares).

In addition, the Company has agreed to issue to the Underwriter (or its nominees) 12,500,000 Listed Options (the subject of the Listed Options Offer).

The obligation of the Underwriter to underwrite the Entitlement Offer is subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement if:

(a) (Minimum Shareholder Subscription): as at the Closing Date, shareholders of the Company or other applicants have not subscribed for at least 10,000,000 Shares under the Prospectus; or
(b) (Indices fall): any of the S&P/ASX 200 Index or the S&P/ASX 300 Metals and Mining Index as published by ASX is at any time after the date of this Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of this Agreement; or
(c) (Share Price): the closing price of the Shares on the ASX is at any time after the date of this Agreement for at least three consecutive trading days less than $0.10; or
(d) (Loan Agreement): the Loan Agreement is breached by any party to the agreement or it is revoked, rescinded, avoided, amended, varied, superseded or replaced in any way or if the lender(s) seeks to enforce any security granted; or
(e) (Prospectus): the Company does not lodge the Prospectus on the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company; or
(f) (No Official Quotation): Official Quotation has not been granted by the Shortfall Notice Deadline Date or, having been granted, is subsequently withdrawn, withheld or qualified; or

(g) (Supplementary prospectus):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under this Agreement as a result of an occurrence as described in clause 13.1(s)(vi), 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; or
(h) (Non compliance with disclosure requirements): it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of:
(i) the effect of the Offer on the Company; and
(ii) the rights and liabilities attaching to the Rights Shares; or
(i) (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 sections 711, 713 and 716 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
(j) (Restriction on allotment): the Company is prevented from allotting the Rights Shares within the time required by this 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; or
(k) (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
(l) (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 has arrived, and that application has not been dismissed or withdrawn;
(m) (ASIC hearing): ASIC gives notice of its intention to hold a hearing under section 739 of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an interim or final stop order in relation to the Prospectus under section 739 of the Corporations Act; or
(n) (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 an application for such a declaration is made to the Takeovers Panel; or

(o) (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, India, Pakistan, or the Peoples Republic of China, Israel 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
(p) (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
(q) (Indictable offence): a director or senior manager of a Relevant Company is charged with an indictable offence; or
(r) (Sub-underwriters): any of the Company Sub-Underwriters that are introduced by the Company do not comply with their obligations under the sub-underwriting agreements or threaten to not comply with their respective obligations under the sub-underwriting agreements; or
(s) (Termination Events): subject always to the events below have a material adverse effect or otherwise giving rise to liability for the Underwriter, any of the following events occurs :
(i) (Default): default or breach by the Company under this Agreement of any terms, condition, covenant or undertaking; or
(ii) (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company in this Agreement is or becomes untrue or incorrect; or
(iii) (Contravention of constitution or Act): a contravention by a Relevant 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 prospective adverse change after the date of this Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant 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 false, misleading or deceptive or that there was an 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 a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus except as required by law or the Listing Rules; 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 any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive; or
(ix) (Official Quotation qualified): the Official Quotation is qualified or conditional other than as set out in the definition of "Official Quotation"; or
(x) (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; or
(xi) (Prescribed Occurrence): a Prescribed Occurrence occurs, other than as disclosed in the Prospectus; or
(xii) (Suspension of debt payments): the Company suspends payment of its debts generally; or
(xiii) (Event of Insolvency): an Event of Insolvency occurs in respect of a Relevant Company; or
(xiv) (Judgment against a Relevant Company): a judgment in an amount exceeding $100,000 is obtained against a Relevant Company and is not set aside or satisfied within 7 days ; or
(xv) (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of this Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus; or
(xvi) (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 which consent is not be unreasonably withheld; or
(xvii) (Change in shareholdings): there is a material change in the major or controlling shareholdings of a Relevant 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 a Relevant Company; or

(xviii) (Timetable): there is a delay in any specified date in the Timetable which is greater than 7 Business Days; or
(xix) (Force Majeure): a Force Majeure affecting the Company's business or any obligation under the Agreement lasting in excess of 7 days occurs; or
(xx) (Certain resolutions passed): a Relevant 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
(xxi) (Capital Structure): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus; or
(xxii) (Breach of Material Contracts): any of the material contracts is terminated or substantially modified; or
(xxiii) (Investigation): any person is appointed under any legislation in respect of companies to investigate the affairs of a Relevant Company; or
(xxiv) (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, Japan, the United Kingdom, the United States of America or other international financial markets.

The “Company Sub-Underwriters” referred to in paragraph (s) above is Cygnet Capital Pty Ltd for an amount of $1,229,000. The rationale for this termination event is that the Underwriter is not willing to accept counterparty risk in relation to sub-underwriters that are not known to the Underwriter and have been introduced by the Company (and hence the risk is unknown).

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.

8.4.2 Loan Agreement and General Security Deed

The Company has entered into a short term loan agreement with White Swan Nominees Pty Ltd for the amount of $500,000 to cover immediate working capital exploration expenses until the Rights Issue closes.

The loan is secured by a first ranking charge over the Company.

Further, under the terms of the loan, the full loan amount is repayable upon receipt of funds from the Entitlement Issue, interest will be charged at 6% per annum and the Company will issue to the lender (or its nominees) 6,000,000 Listed Options as a fee for provision of the loan.

8.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offers; or
(c) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offers.

Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below.

Director	Shares	Options	Entitlement	$
Mr Winton Willesee	150,0001	537,5002	150,000	$15,000
Mr Zeffron Reeves4	20,000	1,502,5003	20,000	$2,000
Mr Robert Butchart	Nil	Nil	Nil	Nil
Mr Colin Johnstone4	Nil	Nil	Nil	Nil

Notes:

Held by Azalea Family Holdings Pty Ltd (a company of which Mr Willesee is a director) as trustee for the Britt and Winton Willesee Family Trust of which Mr Willesee is a beneficiary.
Quoted exercisable at $0.20 each on or before 1 July 2014 and held indirectly as set out in note 1.

All Options are quoted exercisable at $0.20 each on or before 1 July 2014 and 500,000 Options are held by Pandion Minerals Pty Ltd (a company of which Mr Reeves is a director and shareholder).
As noted in Section 4.14, Mr Zeffron Reeves and Mr Colin Johnstone have each agreed to sub-underwrite the Entitlement Offer in the amounts of $25,000 and $50,000 respectively.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $200,000 per annum.

A Director may be paid fees or other amounts (i.e. non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid (exclusive of GST) to both executive and non-executive directors.

Director	Year ended 30 June 2011	Year ended 30 June 2012	Year ended 30 June 2013 (Proposed)



Mr Winton Willesee	Nil	$40,000	$60,000
Mr Zeffron Reeves	Nil	Nil	$300,000
Mr Robert Butchart	Nil	Nil	Nil1
Mr Colin Johnstone	Nil	$20,625	n/a2

Mr Robert Butchart is a nominee director of Cadan Resources Corporation, which holds a 20% interest in the Comval Project.
Mr Johnstone is entitled to a base fee of A$1,500 (ex GST) per day worked on an ad hoc basis. As at the date of this Prospectus, no fees had been paid to Mr Johnstone for the year ended 30 June 2013.

8.6 Interests of experts and advisers

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

(a) 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;

(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offers; or
(c) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or
(b) the Offers.

Patersons Securities Limited will be paid an underwriting fee of 6% of the underwritten amount of the Entitlement Offer together with a $75,000 management fee in respect of this Entitlement Offer. Patersons Securities Limited may also be issued up to 12,500,000 Listed Options and will have the right to underwrite the exercise of all Listed Options for a 6% fee.

Cygnet Capital Pty Ltd will be paid a sub-underwriting fee of 5% of the amount it has agreed to sub-underwrite of the Entitlement Offer. Cygnet Capital Pty Ltd (or its nominees) will also be entitled to be issued one Listed Option for every two Shares sub-underwritten under the Entitlement Offer. As at the date of this Prospectus, Cygnet Capital Pty Ltd owns 40,000 Shares and 580,139 Listed Options.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offers. The Company estimates it will pay Steinepreis Paganin $15,000 (excluding GST and disbursements) for these services.

8.7 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) to the maximum extent permitted by law, expressly disclaim and take 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.

Patersons Securities Limited has given its written consent to being named as

underwriter, lead manager and nominee to the Entitlement Offer in this Prospectus, in the form and context in which it is named.

Cygnet Capital Pty Ltd has given its written consent to being named as a subunderwriter to the Entitlement Offer in this Prospectus, in the form and context in which it is named.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

8.8 Expenses of the Offers

In the event that all Entitlements are accepted, the total cash expenses of the Offers are estimated to be approximately $430,000 (excluding GST) and are expected to be applied towards the items set out in the table below:

ASIC fees ASX fees Underwriting and placement fees Lead Manager fees Legal fees Printing and distribution Miscellaneous Total	$ 2,171 22,952 301,214 75,000 15,000 10,000 3,663
	430,000

If the entire Shortfall is not placed by the Underwriter, the underwriting/placement fees will be reduced by an amount equal to 6% of the shortfall in subscriptions and the ASX fees will also be marginally reduced.

8.9 Electronic prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus 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 Application Forms. If you have not, please phone the Company on +61 9322 6424 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.mininggroup.net.au.

8.10 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain.

Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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

The Company will not be issuing option certificates. The Company is a participant 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 Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number 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.

8.12 Privacy Act

If you complete an application for Shares, 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 a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder 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 Shares, the Company may not be able to accept or process your application.

9. DIRECTORS’ AUTHORISATION

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

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

==> picture [168 x 61] intentionally omitted <==

Zeffron Reeves Director For and on behalf of MINING GROUP LIMITED

10. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

AEST means Australian Eastern Standard Time as observed in Melbourne, Victoria.

Applicant means a Shareholder who applies for Shares pursuant to the Entitlement Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application means an application to subscribe for Shares under this Prospectus.

Application Form means an Entitlement and Acceptance Form, Shortfall Application Form or Broker Application Form as the context requires.

Application Monies means money submitted by Applicants in respect of Applications.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

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.

Broker Application Form means the broker application form either attached to or accompanying this Prospectus.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Cadan means Cadan Resources Corporation.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means Mining Group Limited (ACN 149 230 811).

Completion means the date on which allotment of the last of the Shares under the Entitlement Offer occurs in accordance with the Prospectus.

Comval Project or Project means the Company’s “ Comval Copper Gold Project” in the Philippines (in which it has an 80% interest).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

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

Eligible Shareholder means a Shareholder of the Company as at the Record Date other than an Ineligible Shareholder.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Entitlement Offer.

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

EP1 means EP-000001-09-XI, one of the exploration permits that forms part of the Project.

EP2 means EP-000002-09-XI, one of the exploration permits that forms part of the Project.

Entitlement Offer means the non-renounceable entitlement issue the subject of this Prospectus.

Event of Insolvency means:

(a) a receiver, manager, receiver and manager, trustee, administrator, Controller or similar officer is appointed in respect of a person or any asset of a person;
(b) a liquidator or provisional liquidator is appointed in respect of a corporation;
(c) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
(i) appointing a person referred to in paragraphs (a) or (b);
(ii) winding up a corporation; or
(iii) proposing or implementing a scheme of arrangement;
(d) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;
(e) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;
(f) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable Act to be, insolvent or unable to pay its debts; or
(g) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

Material Adverse Effect means:

(a) a material adverse effect on the outcome of the Entitlement Offer or on the subsequent market for the Shares (including, without limitation, matters likely to have a material adverse effect on a decision of an investor to invest in the Shares the subject of the Entitlement Offer); or
(b) a material adverse effect on the assets, condition, trading or financial position, performance, profits and losses, results, prospects, business or operations of the Company and its Subsidiaries either individually or taken as a whole; or
(c) the Underwriter's obligations under the Underwriting Agreement becoming materially more onerous than those which exist at the date of the Underwriting Agreement; or
(d) a material adverse effect on the tax position of either;
(i) the Company and its Subsidiaries either individually or taken as a whole; or
(ii) an Australian resident shareholder in the Company.

Heads of Agreement means the heads of agreement between the Company, Cadan, Philco and Philco Holding Inc. pursuant to which the Company agreed to acquire an 80% interest in Philco.

Ineligible Shareholder means a Shareholder as at the Record Date whose registered address is not situated in Australia or New Zealand.

Listed Option means an option to acquire Shares on the terms and conditions set out in Section 6.2, being in the same class as the Company’s already listed options trading under ASX Code “MNEO”.

Listed Options Offer has the meaning given in Section 4.1.

Offers means the Entitlement Offer and the Listed Options Offer.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Philco means Philco Mining Corporation (the owner of the Comval Project).

Prescribed Occurrence means:

(a) a Relevant Company converting all or any of its shares into a larger or smaller number of shares;
(b) a Relevant Company resolving to reduce its share capital in any way;
(c) a Relevant Company:
(i) entering into a buy-back agreement or;
(ii) resolving to approve the terms of a buy-back agreement under section 257C or 257D of the Corporations Act;

(d) a Relevant Company making an issue of, or granting an option to subscribe for, any of its shares, or agreeing to make such an issue or grant such an option, other than an issue or agreement to issue in accordance with the Offer or the terms of the Underwriting Agreement;
(e) a Relevant Company issuing, or agreeing to issue, convertible notes;
(f) a Relevant Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
(g) a Relevant Company charging, agreeing to charge, the whole, or a substantial part, of its business or property;
(h) a Relevant Company resolving that it be wound up;
(i) the appointment of a liquidator or provisional liquidator to a Relevant Company;
(j) the making of an order by a court for the winding up of a Relevant Company;
(k) an administrator of a Relevant Company, being appointed under section 436A, 436B or 436C of the Corporations Act;
(l) a Relevant Company executing a deed of company arrangement; or
(m) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of a Relevant Company.

Prospectus means this prospectus.

Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

REG means REG Mineral Processing Services Pty Ltd.

Relevant Company means the Company and each Subsidiary.

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

Shareholder means a holder of a Share.

Shortfall means the Shares not applied for under the Entitlement Offer (if any).

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

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 4.16 of this Prospectus.

Shortfall Shares means those Shares issued pursuant to the Shortfall.

Subsidiary means:

(a) each company which at the date of execution of the Underwriting Agreement or at the time of Completion is a subsidiary of the Company within the meaning of the Corporations Act; and

(b) each company stated in the Prospectus whose issued capital is to be acquired by the Company, and any subsidiary of such company within the meaning of the Corporations Act.

WST means Western Standard Time as observed in Perth, Western Australia.

Underwriter means Patersons Securities Limited (ACN 008 896 311).

Underwriting Agreement means the underwriting agreement dated on or about 1 August 2012 between the Company and the Underwriter, details of which are set out in Section 8.4 of this Prospectus.

AI assistant

BARYS RESOURCES LIMITED — Capital/Financing Update 2012

64567_rns_2012-07-31_e436ece2-7c2b-4c65-878a-f6a55eee6437.pdf

MINING GROUP LIMITED ACN 149 230 811

ENTITLEMENT ISSUE PROSPECTUS

AND

IMPORTANT NOTICE

CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Company Secretary

Share Registry*

Solicitors

Auditor*

Underwriter and Lead Manager

2. TIMETABLE

3. IMPORTANT NOTES

3.1 Underwriting Agreement

3.2 Loan Agreement with White Swan Nominees Pty Ltd

3.3 Risk factors

3.4 Web Site – Electronic Prospectus

3.5 Forward-looking statements

4. DETAILS OF THE OFFERS

4.1 The Offers

Entitlement Offer

Listed Options Offer

4.2 Purpose of the Offers

4.3 What Eligible Shareholders may do

4.4 Taking up all of your Entitlement and applying for Shortfall Shares

4.5 Selling all your Entitlement on ASX

4.6 Taking up a proportion of your Entitlement and selling the balance on ASX

4.7 Taking up a proportion of your Entitlement and allowing the balance to lapse

4.8 Selling all or a proportion of your Entitlement other than on ASX

4.9 Allow all or part of your Entitlement to lapse

4.10 Implications of an acceptance

4.11 Minimum subscription

4.12 Payment by cheque/bank draft

4.13 Payment by BPAY®

4.14 Underwriting

4.15 Effect on control of the Company and potential dilution to Shareholders

4.16 Shortfall Offer

4.17

ASX listing

4.18 Allotment

4.19 Overseas shareholders

4.20 Enquiries

5. PURPOSE AND EFFECT OF THE ENTITLEMENT OFFER

5.1 Purpose of the Entitlement Offer

Notes:

5.2 Effect of the Offers

5.3 Pro-forma balance sheet

Notes:

5.4 Effect on capital structure

Shares

Notes

5.5 Details of substantial holders

6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 Rights and liabilities attaching to Shares

(a) General meetings

(b) Voting rights

(c)

Dividend rights

(d) Winding-up

(e)

Shareholder liability

(f) Transfer of shares

(g) Future increase in capital

(h) Variation of rights

(i) Alteration of constitution

6.2 Rights Attaching to Listed Options

(a) Exercise Price

(b) Entitlement

(c) Option Period

(d) Ranking of Share Allotted on Exercise of Option

(e) Voting

(f) Transfer of an Option

(g) Method of Exercise of an Option

(h) ASX Listing

(i)

BARYS RESOURCES LIMITED Capital/Financing Update 2012