BARYS RESOURCES LIMITED - Capital/Financing Update 2013

MINING GROUP LIMITED ACN 149 230 811

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of four (4) new Shares for every five (5) Shares held by those Shareholders registered at the Record Date at an issue price of $0.025 per Share to raise up to $2,127,141 (based on the number of Shares on issue as at the date of this Prospectus) ( New Shares ) (together with one (1) free attaching option exercisable at $0.05 each on or before 30 June 2015 for every two (2) New Shares subscribed for and issued ( New Option )) ( Offer );

AND

For the issue of up to 5,105,120 New Shares and up to 2,552,560 New Options ( Fee Securities ) to Cygnet Capital Pty Limited (or its nominees) in satisfaction of the underwriting fee detailed in section 8.5 of this Prospectus;

AND

For the issue of 22,500,000 New Options ( Success Fee Options ) to Cygnet Capital Pty Limited (or its nominees) for nil consideration ( Success Fee Options Offer ). The issue of Success Fee Options under the Success Fee Options Offer is subject to the receipt of Shareholder approval in general meeting.

The Offer is fully underwritten by Cygnet Capital Pty Ltd. Refer to section 8.5 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 New Shares and New Options offered by this Prospectus should be considered as speculative.

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	TIMETABLE ..................................................................................................................... 2
3.	IMPORTANT NOTES ....................................................................................................... 3
4.	DETAILS OF THE OFFER .................................................................................................. 5
5.	PURPOSE AND EFFECT OF THE OFFER ......................................................................... 11
6.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 15
7.	RISK FACTORS ............................................................................................................ 20
8.	ADDITIONAL INFORMATION. ..................................................................................... 27
9.	DIRECTORS’ AUTHORISATION .................................................................................... 40
10.	GLOSSARY .................................................................................................................. 41

1. CORPORATE DIRECTORY

Directors

Registered Office

Winton Willesee – Non-Executive Chairman Zeffron Reeves – Managing Director Robert Butchart – Non-Executive Director Colin Johnstone – Non-Executive Director

Company Secretary

Suite 1, Ground Floor 83 Havelock Street West Perth WA 6005

Telephone: + 61 8 9322 4328 Facsimile: +61 8 9322 5230

Shannon Coates

Email: [email protected] Website: http://www.mininggroup.net.au/

Share Registry*

Solicitors

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000

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

Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033

Underwriter and Lead Manager

Auditor*

Stantons International Audit and Consulting Pty Ltd Level 2 1 Walker Avenue West Perth WA 6005

Cygnet Capital Pty Limited 50 Ord Street West Perth WA 6005

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.

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2. TIMETABLE

Lodgement of Prospectus with the ASIC	Lodgement of Prospectus with the ASIC			22 April 2013
Lodgement of Prospectus & Appendix	3B with ASX			22 April 2013
Notice sent to Optionholders				24 April 2013
Notice sent to Shareholders				24 April 2013
Ex date				26 April 2013
Record Date for determining Entitlements				2 May 2013
Prospectus despatched to Shareholders			&	3 May 2013
Company announces despatch	has	been
completed
Closing Date*				17 May 2013
Securities quoted on a deferred settlement		basis		20 May 2013
ASX notified of under subscriptions				21 May 2013
Despatch of holding statements				27 May 2013
Deferred settlement trading ends				27 May 2013
Quotation of Securities issued under the Offer*				28 May 2013

*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 Securities are expected to commence trading on ASX may vary.

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3. IMPORTANT NOTES

This Prospectus is dated 22 April 2013 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.

Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form, Shortfall Application Form or Broker Application Form.

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 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 Securities pursuant to this Prospectus.

3.2 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.

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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.

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4. DETAILS OF THE OFFER

4.1 The Offer

The Offer is being made as a non-renounceable entitlement issue of four (4) New Shares for every five (5) Shares held by those Shareholders registered at the Record Date at an issue price of $0.025 per New Share to raise up to $2,127,141 (based on the number of Shares on issue as at the date of this Prospectus) together with one (1) free attaching New Option for every two (2) New Shares subscribed for and issued. Fractional entitlements will be rounded up to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus, (and assuming no existing Options are exercised prior to the Record Date) a maximum of 85,085,655 New Shares and 42,542,828 New Options will be issued pursuant to this Offer to raise up to $2,127,141. No funds will be raised from the issue of the New Options.

As at the date of this Prospectus, the Company has 40,422,230 listed Options and 7,050,000 unlisted Options on issue, all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to section 5.4 of this Prospectus for information on the exercise price and expiry date of the Options on issue.

All of the New Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to section 6 for further information regarding the rights and liabilities attaching to the New Shares.

All of the New Options offered under this Prospectus will be issued on the terms and conditions set out in section 6 of this Prospectus.

All Shares issued on conversion of the New Options will rank equally with the Shares on issue at the date of this Prospectus.

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

4.2 Fee Securities and Success Fee Options

This Prospectus also includes an offer of:

(a) up to 5,105,120 New Shares and up to 2,552,560 New Options (together, the Fee Securities ) to Cygnet Capital Pty Limited (or its nominees) in satisfaction of the underwriting fee detailed in section 8.5 of this Prospectus; and
(b) 22,500,000 Success Fee Options which will be made available to Cygnet Capital Pty Limited (or its nominees) on successful completion of the Entitlements Issue. These Success Fee Options will be issued on the same terms as the New Options.

The offer and the issue of the Success Fee Options and the Fee Securities are subject to the receipt of Shareholder approval for their issue in general meeting.

4.3 Value of the Offer

On the date immediately prior to the date of this Prospectus, the closing price of Shares as traded on ASX was $0.024.

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Under the Offer, the Company is offering four (4) New Shares for every five (5) Shares held by those Shareholders registered at the Record Date at an issue price of $0.025 per New Share to raise up to $2,127,141 (based on the number of Shares on issue as at the date of this Prospectus) together with one (1) free attaching New Option exercisable at $0.05 each on or before 30 June 2015 for every two (2) New Shares subscribed for and issued.

The issue price for the package of New Shares and New Options is therefore more than the current trading price of the Company’s Shares on ASX. However, the New Option being offered under the Offer has a value which is not readily attainable with reference to the market/ASX (because the New Options are not trading on ASX as yet).

In light of this, the Company considers it prudent to make available to Shareholders an independent valuation of the New Options using the Black & Scholes option valuation model.

Based on the assumptions set out below and using this model, the New Options have a potential value as follows:

Assumptions:

Valuation date	19 April 2013
Market price of Shares	2.4 cents
Exercise price	5 cents
Expiry date (length of time from issue)	30 June 2015 (approximately 26 months)
Risk free interest rate	2.83%
Volatility (discount)	140%

Indicative value per New Option	1.3795

Note: The valuation noted above is not necessarily the market price that the New Options could be traded at and is not automatically the market price for taxation purposes.

Based on the above, the total value of one (1) New Share and one half (1/2) of a New Option is $0.0318975, which is more than the issue price for the package, of $0.025. This is effectively what each Shareholder will be acquiring when applying for New Shares and New Options under the Offer.

However, Shareholders should be aware that the value of the New Shares and New Options will fluctuate with changes in the market price for the New Shares and the assumptions set out in the Option valuation model above.

4.4 Minimum subscription

As the Offer is fully underwritten, the minimum subscription is the full subscription of $2,127,141.

No Securities 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

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prospectus and allow Applicants one month to withdraw their Application and be repaid their Application monies.

4.5 Acceptance

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus.

You may participate in the Offer as follows:

(a) if you wish to accept your full Entitlement:
(i) complete the Entitlement and Acceptance Form; and
(ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Securities you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies (at $0.025 per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.
(d) You may also apply for additional New Shares and New Options in accordance with Shortfall Offer by completing a Shortfall Application Form or the box marked on your Entitlement and Acceptance Form.

4.6 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 – Entitlement Issue Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5:00pm (AEST) on the Closing Date.

4.7 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 Securities which is covered in full by your application monies.

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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 Securities (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

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

4.8 Underwriting

The Offer is fully underwritten by the Underwriter. Refer to section 8.5 of this Prospectus for details of the terms of the underwriting.

4.9 Effect on control of the Company

The Underwriter currently holds 40,637 Shares and 615,139 Options (exercisable at 20 cents each on or before 1 July 2014) in the Company. The extent to which New Shares and New Options are issued pursuant to the underwriting will affect the Underwriters’ 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 assumption that the Underwriter does not exercise any of its Options and takes up its full entitlement of 32,510 Shares under each scenario.

each scenario.
Event	Shares held by Underwriter	Voting power of Underwriter
Date of Prospectus	40,637	0.04%
Completion of Entitlement Issue
 Fully subscribed	73,147	0.04%
 75% subscribed	21,344,561	11.15%
 50% subscribed	42,615,975	22.26%
 0.04% subscribed (being the Underwriter’s Entitlement).	85,126,292	44.47%

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 Offer. However, it is unlikely that no Shareholders, other than the Underwriter, will take up entitlements under the Offer. The underwriting obligation and therefore voting power of the Underwriters will reduce by a corresponding amount for the amount of entitlements under the Offer taken up by the other shareholders.

Further, the Company is aware that the Underwriter has entered into subunderwriting arrangements with a number of third parties, none of whom will receive a controlling interest in the Company on completion of the Offer (regardless of the amount of Shares available under the Shortfall Offer).

The Underwriter has entered into arrangements with 7 entities to sub-underwrite the Offer ( Sub-underwriters ).

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None of these Sub-underwriters will acquire a voting power in the Company in excess of 20%, even if there is a 100% Shortfall (which is considered unlikely). As such, there will be no change in control event in favour of any Sub-underwriter.

Colin Johnstone is the only Sub-underwriter who is also a related party of the Company and no substantial Shareholders have entered into sub-underwriting arrangements with the Underwriter. Mr Johnstone has agreed to sub-underwrite up to $15,000 of the Offer and will be entitled to a cash fee of 4% of this amount as a sub- underwriting fee.

In addition, Shareholders should note that if they do not participate in the Offer, their Share holdings are likely to be diluted by approximately 44% (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 is set out in the table below:

Holder	Holding as at Record date	% at Record Date	Entitlements under the Offer	Holdings if Offer not taken Up	% post Offer
Shareholder 1	10,000,000	9.40%	8,000,000	10,000,000	5.22%
Shareholder 2	5,000,000	4.70%	4,000,000	5,000,000	2.61%
Shareholder 3	1,500,000	1.41%	1,200,000	1,500,000	0.78%
Shareholder 4	400,000	0.38%	320,000	400,000	0.21%
Shareholder 5	50,000	0.05%	40,000	50,000	0.03%

Notes:

Fractional entitlements have been rounded up to the nearest whole number. 2. The dilutionary effect for each Shareholder will be greater than that shown in the table in the event any or all of the New Options are exercised in the future.

4.10 Shortfall Offer

Any Entitlement not taken up pursuant to the 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 $0.025 being the price at which Shares have been offered under the Offer.

The Directors, in consultation with the Underwriter, reserve the right to issue Shortfall Securities at their absolute discretion.

4.11 ASX listing

Application for Official Quotation of the Securities 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 Securities 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 Securities and will repay all application monies for the Securities within the time prescribed under the Corporations Act, without interest.

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

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4.12 Allotment

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

Securities 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 Securities 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 Securities issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Securities issued under the Shortfall Offer as soon as practicable after their issue.

4.13 Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

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 Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

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

Shareholders resident in Australia or New Zealand holding Securities on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the 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.

4.14 Enquiries

Any questions concerning the Offer should be directed to Shannon Coates, Company Secretary, on (08) 9322 4328.

If you require any further information on how to apply, you should contact Computershare Investor Service Pty Limited between 8:30am and 5:00pm (AEST), Monday to Friday on 1300 850 505 during the Offer period.

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5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise up to $2,127,141. No funds will be raised from the issue of the New Options.

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

Item	Proceeds of the Offer	Full Subscription ($)	%
1.	Exploration and development works at the Comval Project1	$935,942	44%
2.	Exploration Works at the company’s Australian projects	$340,340	16%
3.	Expenses of the Offer2	$180,000	8%
4.	Working capital and project evaluation	$673,859	32%
	Total	$2,127,141	100%

Notes:

In addition to the Company’s existing cash reserves.
Refer to section 8.9 of this Prospectus for further details relating to the estimated expenses of the Offer. In the event that the Underwriter elects to take its underwriting fee in New Shares, the expenses of the Offer may reduce by up to $127,628 and these funds will be added to working capital.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events 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 Offer

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

(a) increase the cash reserves by $2,127,414 (before deducting the estimated expenses of the Offer) immediately after completion of the Offer;
(b) increase the number of Shares on issue from 106,357,069 as at the date of this Prospectus to 191,442,724 Shares following complete of the Offer; and
(c) increase the number of Options on issue from 47,472,230 as at the date of this Prospectus to 112,515,058 Options following completion of the Offer (including up to 22,500,000 Options issued to Cygnet Capital Pty Limited).

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5.3 Pro-forma balance sheet

The auditor reviewed balance sheet as at 31 December 2012 and the unaudited pro-forma balance sheet 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 all Entitlements are accepted, no Options are exercised prior to the Record Date and including expenses of the Offer.

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* $2.127 million Underwritten Subscription
	Unaudited 31 March 2013 $
CURRENT ASSETS
Cash and cash equivalents	975,654	2,922,795
Trade and other receivables	105,428	105,428
TOTAL CURRENT ASSETS	1,081,082	3,028,223

NON-CURRENT ASSETS
Fixed assets	133,423	133,423
Exploration	22,772,849	22,772,849
Other non-current assets	55,069	55,069
TOTAL NON-CURRENT ASSETS	22,961,341	22,961,341

TOTAL ASSETS	24,042,432	25,989,564

CURRENT LIABILITIES
Trade and other payables	519,830	519,830
Provisions	29,544	29,544
TOTAL CURRENT LIABILITIES	549,374	549,374

NON-CURRENT LIABILITIES
Deferred taxes payable	237,551	237,551
Loans payable1	10,376,177	10,376,177
TOTAL NON-CURRENT LIABILITIES	10,613,728	10,613,728

TOTAL LIABILITIES	11,163,102	11,163,102

NET ASSETS (LIABILITIES)	12,879,321	14,826,462

EQUITY
Share capital	13,021,087	14,657,840
Minority Interest	-181,458	-181,458
Options Reserve	3,655,508	3,965,896
Retained loss	-3,615,816	-3,615,816
TOTAL EQUITY	12,879,321	14,826,462

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Note:

This long term liability is exploration expenditure accrued by Cadan Resources Corporation ( Cadan ) prior to the Company acquiring an effective 80% interest in the Comval Project. It is a non-recourse 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 Offer 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.

	Number
Shares currently on issue1	106,357,069
Shares offered pursuant to the Offer	85,085,655
Shares offered pursuant to Underwriting Agreement	5,105,120
Total Shares on issue after completion of the Offer and issue of Share pursuant to Underwriting Agreement	196,547,844

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 $0.55 on or before 28 February 2014 $0.60 on or before 1 April 2015 $0.60 on or before 14 May 2015 $0.45 on or before 15 July 2014 $0.20 on or before 1 July 2015 $0.202on or before 13 November 2014 $0.252on or before 13 November 2015	40,422,230 1,500,000 400,000 300,000 50,000 500,000 3,750,000 250,000 300,000
New Options offered pursuant to the Offer (Quoted exercisable at $0.05 on or before 30 June 2015)	42,542,828
New Options issued to Cygnet Capital Pty Ltd upon conversion of their cash fee into equity on completion of Entitlement Issue (Quoted exercisable at $0.05 on or before 30 June 2015)	2,552,560
New Options issued to Cygnet Capital Pty Ltd as success fee on completion of Entitlement Issue (Quoted exercisable at $0.05 on or before 30 June 2015) (Success Fee Options)3	22,500,000
Total Options on issue after completion of the Offer, issue of New Options to Cygnet Capital Pty Ltd upon conversion of their cash fee into equity and issue of Success Fee Options	115,067,618

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Notes:

This figure includes 5,952,381 Shares issued on 14 March 2013 as part consideration for the Company’s settlement with Cadan Resources Corporation as announced on 12 March 2013.
The exercise price of these Options will, upon completion of the Offer, be reduced according to the formula in the ASX Listing Rules.
Subject to receipt of shareholder approval.
The following Shares and Options on issue are subject to escrow restrictions:
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.
1,500,000 Options exercisable at $0.20 each on or before 1 July 2014 are subject to an escrow period ending on 1 July 2013.
300,000 Options exercisable at $0.60 each on or before 1 April 2015 are subject to an escrow period ending on 1 April 2013.

5.5 Details of substantial holders

On 1 July 2011, James Allan Fraser and Margaret Fraser as trustee for the Fraser Superannuation Fund Account provided a Notice of Initial Substantial Holder noting that they became a substantial holder on 21 March 2011, and as at 1 July 2011, they had a relevant interest in 4,500,000 shares, representing 5.98%.

On 1 July 2011, Cuckfield Pty Ltd as trustee for the Vivienne Jagger Superannuation Fund Account provided a Notice of Initial Substantial Holder noting that they became a substantial holder on 21 March 2011, and as at 1 July 2011, they had a relevant interest in 2,131,350 shares, representing 8.18%.

On 1 July 2011, Mahsor Holdings Pty Ltd as trustee for the Rosham Family Superannuation Fund Account provided a Notice of Initial Substantial Holder noting that they became a substantial holder on 22 March 2011, and as at 1 July 2011, they had a relevant interest in 2,221,350 shares, representing 8.53%.

On 19 January 2012, Cadan Resources Corporation provided a Notice of Initial Substantial Holder noting that they became a substantial holder on 17 January 2012, and as at 19 January 2013, they had a relevant interest in 3,100,000 shares, representing 10.63%.

On 20 February 2013, Deck Chair Holdings Pty Ltd provided a Notice of Change of Interests of Substantial Holder noting that a change in their relevant interest occurred on 28 December 2012, and as at 20 February 2013 they had a relevant interest in 6,621,350 shares, representing 6.59%.

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6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 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
(iii) 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.

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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.

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(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 Options

(a) Exercise Price

The exercise price of each Option is 5 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 30 June 2015. 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

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imposed by the ASX in circumstances where the Company is listed on the ASX.

(g) Method of Exercise of an Option

(i) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ("Notice of Exercise of Options"). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 2,500 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 2,500, then the total of all Options held by that Option Holder must be exercised.
(ii) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 5 cents ($0.05) per Share.
(iii) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(iv) Within 14 days from the date the Option Holder properly exercises options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(v) If the Company is listed on the ASX, the Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(vi) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

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

(i) Reconstruction

In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of

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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.

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7. RISK FACTORS

7.1 Introduction

The Securities 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 Securities 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 Securities.

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) Potential for significant dilution

Upon implementation of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date the number of Shares in the Company will increase from 106,357,069 currently on issue to 191,442,724 (196,547,844 if the Shares offered to Cygnet Capital Pty Ltd pursuant to the Underwriting Agreement are issued). This means that each Share will represent a significantly lower proportion of the ownership of the Company.

It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer being implemented and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the prospectus being lodged of $0.024 is not a reliable indicator as to the potential trading price of Shares after implementation of the Proposed Transaction.

(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

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

(c)

Tenement Title

Continuing title to the Company’s 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

The Comval Project consists of two exploration permits, EP-0001-X1 ( EP1 ) and EP-00002-09-X1 ( EP2 ), covering an area of 4310 hectares, which are prospective for copper and gold. These permits 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, Argusan Metals Corporation (formerly Philco Mining Corporation) 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 is 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)

Environmental Risk

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.

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(g) 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, terrorist, personal and other risks and uncertainties.

The Philippine government is currently undertaking a review of its mining legislation, which may impact on the Company’s activities in that country.

(h) 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.

(i) 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.

(j) Identified due diligence risks

Based on the due diligence conducted to date, the Company has identified other risks relevant to Argusan Metals Corporation (formerly Philco Mining Corporation), including illegal small scale miners.

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

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

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(vii) changes in production costs in major gold producing regions.

(e) 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.

(f)

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.

(g) 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.

(h)

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.

(i) Legal Risks

The introduction of new legislation or amendments to existing legislation by governments, developments in existing common law, or the

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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.

(j) 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

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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 Securities 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 Securities.

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

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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:

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(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
19 April 2013	Withdrawal of Entitlement Issue Offer
18 April 2013	Trading Halt and Request
12 April 2013	Supplementary Prospectus
11 April 2013	Notice of Extraordinary General Meeting/Proxy Form
5 April 2013	BRR Webcast - Investor Presentation
3 April 2013	Letter to Shareholders
3 April 2013	Letter to Overseas Shareholders
3 April 2013	Letter to Optionholders
28 March 2013	Appendix 3B
28 March 2013	Prospectus
25 March 2013	Change of Registered Address and Contact Details
19 March 2013	Underwritten Entitlements Issue to Raise $2.48 Million
15 March 2013	Mining Group Company Presentation Update
14 March 2013	Trading Halt
14 March 2013	Half Yearly Report and Accounts
14 March 2013	Appendix 3B
12 March 2013	Settlement of REG Matter
12 March 2013	BRR Website – MNE Continue to Hit Gold at Comval
07 March 2013	Exploration Update
20 February 2013	Notice of change of interests of substantial holder
20 February 2013	Notice of Initial Substantial Holder
31 January 2013	Quarterly Activities and Cashflow Report

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Date	Description of Announcement
16 January 2013	BRR Website – MNE Release More High Grades from Comval
11 January 2013	High Grade Gold Zone Extended at Taub
08 January 2013	Gold Rich Skarns Discovered at Tagpura North
11 December 2012	BRR webcast – Comval continues to deliver high grades
06 December 2012	Update on Typhoon Bopha
06 December 2012	New High Grade Discovery
05 December 2012	Appendix 3B – Revised Version of Original Lodged 29/11/12
03 December 2012	Continuous High Grade Gold Zone Confirmed at Taub
29 November 2012	Appendix 3B
16 November 2012	Results of Meeting
15 November 2012	BRR Webcast – Identification of High Grade Gold at Comval
14 November 2012	Drilling Commences at Tagpura North
13 November 2012	Appendix 3B
13 November 2012	Completion of Entitlement Issue
07 November 2012	Presentation
06 November 2012	Mining Group Issues Shortfall
05 November 2012	Directors Purchase Mining Group Shares
02 November 2012	New Extensive High Grade Gold System Identified
31 October 2012	Quarterly Activities and Cashflow Report
29 October 2012	Indaba Presentation
26 October 2012	Widespread Gold Mineralisation at Comval
18 October 2012	Notice of Annual General Meeting/Proxy Form
18 October 2012	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 http://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:

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Highest	$0.10	21 and 22 January 2013
Lowest	$0.024	8, 16 and 18 April 2013
Last	$0.024	19 April 2013

8.4 Material contracts

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

8.5 Underwriting Agreement

By an agreement between the Underwriter and the Company ( Underwriting Agreement ), the Underwriter agreed to underwrite the Offer for approximately 85,085,655 New Shares and 42,542,828 New Options ( Underwritten Securities ). Pursuant to the Underwriting Agreement, the Underwriter has also agreed to manage the Offer.

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter (or its nominee) an underwriting fee of 6% of the total value of all funds raised pursuant to the Offer. The Underwriter may elect to take the underwriting fee in cash or through the issue of New Shares at an issue price of $0.025 each (together with one (1) free Option for every two (2) New Shares issued).

In addition, subject to Shareholder approval being obtained, if required, the Company has agreed to issue 22,500,000 Success Fee Options on the same terms as the New Options to Cygnet Capital Pty Limited, on the successful completion of the Entitlement Issue. In respect of the Success Fee Options, if Shareholder approval is not obtained, the Company will pay the Underwriter an amount of $0.01 per Success Fee Option not issued.

The obligation of the Underwriter to underwrite the Offer is subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement, upon or at any time prior to the Closing Date, on the occurrence of specified events if those events have a Material Adverse Effect or could give rise to a liability of the Underwriter under the Corporations Act or otherwise, being if:

(a) ( Indices fall ): the All Ordinaries Index or the S&P/ASX Small Ordinaries Index as published by ASX is at any time after the date of the Underwriting Agreement is 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement; or
(b) ( Share Price ): the Shares finish trading on the ASX under the ASX code of MNE on any five (5) consecutive trading days with a closing price that is $0.02 or below; or
(c) ( Prospectus ): the Company does not lodge the Prospectus on the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company; or
(d) ( Copies of Prospectus ): the Company fails to print sufficient copies of the Prospectus for the use of the Underwriter and such failure is not remedied within 2 days;

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(e) ( No Official Quotation ): approval for Official Quotation has not been granted by the Shortfall Notice Deadline Date (which for the avoidance of doubt may be subject to conditions that are capable of satisfaction or fulfilment) or, having been granted, is subsequently withdrawn, withheld or qualified; or
(f)

( Supplementary prospectus ):

(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in the Underwriting Agreement, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require; or
(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter otherwise than as permitted by the Underwriting Agreement; or
(g) ( Non-compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information required by section 713 of the Corporations Act; or
(h) ( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of section 713 of the Corporations Act) or if any statement in the Prospectus becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive; or
(i) ( Restriction on allotment ): the Company is prevented from allotting the Securities within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi governmental agency or authority;
(j) ( 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
(k) ( 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; or
(l) ( ASIC hearing ): ASIC gives notice of its intention to hold a hearing under section 739 or any other provision of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or ASIC makes an interim or final stop order in relation to

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the Prospectus under section 739 or any other provision of the Corporations Act; or

(m) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Part 6.10 of the Corporations Act; or
(n) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, or the Peoples Republic of China or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world; or
(o) ( 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
(p) ( Indictable offence ): a director or senior manager of a Relevant Company is charged with an indictable offence; or
(q) ( Termination Events ): any of the following events occurs:
(i) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking; or
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect; or
(iii) ( Contravention of constitution or Act ): a material contravention by 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 likely Material Adverse Effect after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of 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 misleading or deceptive, materially false or that there was a material omission from them; or
(vi) ( Significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor; or

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(vii) ( Public statements ): without the prior approval of the Underwriter (such approval not to be unreasonably withheld), a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus, unless such public statement is required by law, the ASX Listing Rules or a governmental agency; or
(viii) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the Issue or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive; or
(ix) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy that has not been publicly disclosed or proposed as at the date of the Underwriting Agreement; or
(x) ( Prescribed Occurrence ): a Prescribed Occurrence occurs; or
(xi) ( Suspension of debt payments ): the Company suspends payment of its debts generally; or
(xii) ( Event of Insolvency ): an Event of Insolvency occurs in respect of a Relevant Company; or
(xiii) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $50,000 is obtained against a Relevant Company and is not set aside or satisfied within 7 days; or
(xiv) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus; or
(xv) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before Completion without the prior written consent of the Underwriter; or
(xvi) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of 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
(xvii) ( Timetable ): there is a delay in any specified date in the Timetable which is greater than 7 Business Days; or
(xviii) ( Force Majeure ): a Force Majeure affecting the Company's business or any obligation under the Agreement lasting in excess of 7 days occurs; or

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(xix) ( 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
(xx) ( Capital Structure ): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus, excluding the issue of any Shares upon exercise of options, such options having been disclosed to the ASX as at the date of the Underwriting Agreement; or
(xxi) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of a Relevant Company; or
(xxii) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, the United Kingdom, the United States of America or other international financial markets; or
(xxiii) ( Material Breach ): if the Company fails to rectify any material breach of the Mandate having been given 10 business days notice in writing by the Underwriter of such breach having occurred; or
(r) ( Suspension ): the Company is removed from the Official List or the Securities become suspended from Official Quotation and that suspension is not lifted within 48 hours following such suspension.

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.

8.6 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 Offer; or

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

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(b) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

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 (assuming that no Options are exercised), is set out in the table below.

Director	Shares	Options	Entitlement	$
Winton Willesee1	300,000	537,500	240,000	6,000
Robert Butchart	Nil	Nil	Nil	Nil
Colin Johnstone2	1,044,395	750,000	835,516	20,888
Zeffron Reeves3	467,208	5,377,500	373,767	9,344

Notes:

Shares and Options are 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.
Shares and 250,000 Options exercisable at $0.20 cents each on or before 1 July 2014 are held by Colin Johnstone and Jennifer Johnstone as joint trustees for the CobbandCo4 Family Super Fund of which Mr Johnstone is a beneficiary.
500,000 Options exercisable at $0.20 expiring 1 July 2014 and 1,000,000 Options exercisable at $0.20 expiring 1 July 2015 are held by Pandion Minerals Pty Ltd (a company of which Mr Reeves is a director and shareholder).

The Board recommends all Shareholders take up their Entitlement and advises that all Directors intend to take up some or all of their respective Entitlements.

One of the Company’s Directors, Colin Johnstone has agreed to sub-underwrite up to $15,000 of the Offer and will be entitled to a cash fee of 4% of this amount as a sub underwriting fee.

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 as set by shareholders is $200,000.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as

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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 to both executive and non-executive directors.

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



Winton Willesee	Nil	$40,000	$60,000
Zeffron Reeves	Nil	$20,625	$300,000
Colin Johnstone	Nil	Nil	$10,0001
Robert Butchart	Nil	Nil	Nil2

Prior to 27 March 2013, Mr Johnstone was 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, $54,534 (excluding GST and disbursements) had been paid to Mr Johnstone for the year ended 30 June 2013. On 27 March 2013, the Directors (Mr Johnstone abstaining) resolved to vary Mr Johnstone’s remuneration structure such that Mr Johnstone will receive $40,000 per annum, which will be pro-rated over the remainder of the year ended 30 June 2013 ($10,000).
Mr Robert Butchart is a nominee director of Cadan Resources Corporation, which holds a 20% interest in the Comval Project.

8.7 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 Offer; or
(c) the Offer,

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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 Offer.

Cygnet Capital Pty Limited will be paid a fee in relation to underwriting and managing the Offer. Please refer to section 8.5 of this Prospectus for further details. During the 24 months preceding lodgement of this Prospectus with the ASIC, Cygnet Capital Pty Limited has been paid fees totalling $930,010 (excluding GST) by the Company. As consideration for various corporate advisory services, Cygnet Capital (or their nominee/s), have received 13,900,000 Options in the Company during the previous 24 months.

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

8.8 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; and
(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.

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

Colin Johnstone has given his written consent to being named as a Subunderwriter to the Offer in this Prospectus, in the form and context in which he 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.

8.9 Expenses of the offer

In the event that all Entitlements are accepted, the total expenses of the Offer are estimated to be approximately $180,000 (excluding GST) and are expected to be applied towards the items set out in the table below:

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ASIC fees ASX fees Underwriting fees Legal fees Printing and distribution Miscellaneous Total	$ 2,171 16,446 127,628 15,000 10,000 8,755
	180,000

8.10 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 (08) 9322 4328 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.

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.

8.11 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.

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

The Company will not be issuing share or 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 Securities 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.

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8.13 Privacy Act

If you complete an application for Securities, 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 Securities, the Company may not be able to accept or process your application.

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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.

ZEFFRON REEVES Managing Director For and on behalf of Mining Group Limited

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10. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

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

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

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.

Authorisation includes any consent, authorisation, registration, filing, agreement, notarisation, certificate, permission, licence, approval, authority or exemption from, by or with any governmental agency.

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.

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).

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

Controller means any person described in section 9 of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

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

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

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

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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 with creditors;
(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 legislation 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.

Fee Securities means the New Shares and New Options which will be offered to Cygnet Capital Pty Ltd as detailed in Section 4.2(a) of this Prospectus.

Force Majeure means any act of God, war, revolution, or any other unlawful act against public order or authority, an industrial dispute, a governmental restraint, or any other event which is not within the control of the parties.

Lodgement Date means 22 April 2013.

Mandate means the letter of agreement signed on or about18 April 2013 between the Underwriter and the Company.

Material Adverse Effect means:

(a) a material adverse effect on the outcome of the Offer or on the subsequent market for the Securities (including, without limitation, matters likely to have a material adverse effect on a decision of an investor to invest in Securities);

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(b) a material adverse effect on the assets, condition, trading or financial position, performance, profits and losses, results, prospects, business or operations of the Relevant Companies 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 the Relevant Companies either individually or taken as a whole.

New Option means an Option issued on the terms set out in section 6 of this Prospectus.

New Share means a Share issued on the terms set out in section 6 of this Prospectus.

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

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Prescribed Occurrence means:

(a) a Relevant Company converting all or any of its Securities into a larger or smaller number of Securities;
(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 Securities, 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 this Agreement or as detailed in the Prospectus;
(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, or 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;

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(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.

Relevant Companies means the Company and its subsidiaries.

Securities means Shares and/or New Options offered pursuant to this Prospectus.

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 Offer (if any).

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

Shortfall Notice Deadline Date means 2 Business Days after 17 May 2013, being 21 May 2013.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in section 4.10 of this Prospectus.

Shortfall Securities means those Securities issued pursuant to the Shortfall.

Success Fee Option means a New Option issued to Cygnet Capital Pty Ltd (or its nominees) on the terms set out in section 6 of this Prospectus.

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

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DO NOT COMPLETE UNLESS INSTRUCTED TO DO SO BY THE DIRECTORS

BEFORE COMPLETING THIS APPLICATION FORM YOU SHOULD READ THE ACCOMPANYING PROSPECTUS AND THE INSTRUCTIONS OVERLEAF

SHORTFALL APPLICATION FORM

MINING GROUP LIMITED

ACN 149 230 811

APPLICANT’S DETAILS:

Full name (PLEASE PRINT)

Title, Given Name(s) & Surname or Company Name Joint Applicant #2 or Joint Applicant #3 or

Postal Address (PLEASE PRINT) Street Number Street Suburb/Town State Post Code ABN, Tax File Number or Exemption Applicant #2 Applicant #3

CHESS HIN or Existing SRN (where applicable)

Number of Shares applied for Application Money enclosed at $0.025 per Share A$……………………………

Please note that participants in the Shortfall will receive 1 free Option for every 2 Shares allotted and issued pursuant to the Shortfall.

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus. Cheque Details:

PLEASE ENTER Drawer CHEQUE DETAILS THANKYOU /Our contact numbers in the case of inquiry are: Telephone	Drawer	Bank	BSBor Branch	Amount

		( ) . . . . . . . . . . . . . . . . . . . . . . . .	. Fax ( ) . . . . . . . . .	. . . . . . . . . . .

My/Our contact numbers in the case of inquiry are:

. . .

NOTE : Cheques should be made payable to Mining Group Limited – Entitlement Issue Account , crossed “ NOT NEGOTIABLE ” and forwarded to the address outlined on the back of this Shortfall Application Form to arrive no later than 5.00pm (WST) on 17 May 2013 (or such earlier date as directed by the Company).

Declaration

This Shortfall Application Form does not need to be signed. By lodging this Shortfall Application Form and a cheque for the application money this Applicant hereby:

(1) applies for the number of Shares and Options specified in the Shortfall Application Form or such lesser number as may be allocated by the Directors;

(2) agrees to be bound by the constitution of the Company;

(3) authorises the Directors to complete or execute any documentation necessary to effect the issue of Shares to me/us.;

(4) confirms receipt of a copy of the Prospectus accompanied by or attached to this Application Form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Shares;

(5) acknowledges that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus;

(6) acknowledges that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in the Company and that no notice of acceptance of the application will be provided.

3444-04/042 mne new prospectus (mne) final_22 april 2013

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 22 APRIL 2013 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Shortfall Application Form together with a cheque to the Company. If an Applicant has any questions on how to complete this Shortfall Application Form, please telephone the Company on (08) 9322 4328 or your professional adviser. The Form must be received by the Company no later than 5.00pm (WST) on 17 May 2013 (or such earlier date as directed by the Company).

A. Name of Applicant / Joint Applicants or Account Designation

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected. If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

B. Address

Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

C. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Shortfall Application Form.

D. TAX FILE NUMBERS

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

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

E. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN and the name and address as recorded in the CHESS system. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

F. Cheque Details

Make cheques payable to Mining Group Limited – Entitlement Issue Account in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Shortfall Application Form.

If a Shortfall Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Shortfall Application Form, and how to construe, amend or complete it, shall be final. A Shortfall Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application together with the application money to:
Computershare Investor Services Pty Ltd	Mining Group Limited
Level 2, 45 St Georges Terrace	Suite 1, Ground Floor
Perth WA 6000	83 Havelock Street
	West Perth WA 6005

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold securities. Shortfall Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Shortfall Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mr John Alfred Smith	J A Smith
CompanyUse the company’s full title,not abbreviations	ABC PtyLtd	ABC P/L or ABC Co
Joint Holdings Use full and complete names	Mr Peter Robert Williams & Ms Louise Susan Williams	Peter Robert & Louise S Williams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association

3444-04/042 mne new prospectus (mne) final_22 april 2013

Superannuation Funds Use the name of the trustee of the fund.

Jane Smith Pty Ltd	Jane Smith Pty Ltd
	Superannuation Fund

3444-04/042 mne new prospectus (mne) final_22 april 2013

AI assistant

BARYS RESOURCES LIMITED — Capital/Financing Update 2013

64567_rns_2013-04-22_3337c30e-cc46-4aea-b48c-bb5a92aa25c0.pdf

MINING GROUP LIMITED ACN 149 230 811

ENTITLEMENT ISSUE PROSPECTUS

AND

AND

IMPORTANT NOTICE

CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Company Secretary

Share Registry*

Solicitors

Underwriter and Lead Manager

Auditor*

2. TIMETABLE

3. IMPORTANT NOTES

3.1

Risk factors

3.2

Forward-looking statements

4. DETAILS OF THE OFFER

4.1 The Offer

4.2 Fee Securities and Success Fee Options

4.3 Value of the Offer

4.4 Minimum subscription

4.5

Acceptance

4.6 Payment by cheque/bank draft

4.7

Payment by BPAY®

4.8

Underwriting

4.9

Effect on control of the Company

Notes:

4.10

Shortfall Offer

4.11 ASX listing

4.12 Allotment

4.13

Overseas shareholders

4.14

Enquiries

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

Notes:

5.2 Effect of the Offer

5.3 Pro-forma balance sheet

Note:

5.4 Effect on capital structure

Shares

Options

Notes:

5.5 Details of substantial holders

6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 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 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

(j) Participation in New Share Issues

(k) No Change of Options' Exercise Price or Number of Underlying Shares

BARYS RESOURCES LIMITED Capital/Financing Update 2013