GREEN ROCK ENERGY LIMITED (TO BE RENAMED BLACK ROCK MINING LIMITED) ACN 094 551 336

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PROSPECTUS

For an offer of up to 70,000,000 Shares at an issue price of $0.05 per Share to raise up to $3,500,000 along with one (1) free attaching Option for every two (2) Shares subscribed for and issued (Offer).

The Offer under this Prospectus is conditional upon the passing of certain resolutions at the General Meeting of the Company to be held on 4 March 2015. Refer to Section 5.8 of this Prospectus for further information.

This Prospectus also serves as a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy the ASX requirements for re-listing following a change to the nature and scale of the Company’s activities.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

1.	IMPORTANT NOTICE ..................................................................................................... 1
2.	CORPORATE DIRECTORY .............................................................................................. 3
3.	TIMETABLE ..................................................................................................................... 4
4.	CHAIRMAN’S LETTER ..................................................................................................... 5
5.	INVESTMENT OVERVIEW ............................................................................................... 6
6.	DETAILS OF THE OFFER ................................................................................................ 12
7.	COMPANY AND PROJECT OVERVIEW ....................................................................... 19
8.	RISK FACTORS ............................................................................................................ 26
9.	INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 33
10.	FINANCIAL INFORMATION......................................................................................... 90
11.	INVESTIGATING ACCOUNTANT’S REPORT ............................................................... 117
12.	SOLICITOR’S REPORT ON TENEMENTS ...................................................................... 122
13.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE ................................... 140
14.	MATERIAL CONTRACTS ............................................................................................ 143
15.	ADDITIONAL INFORMATION .................................................................................... 149
16.	DIRECTORS’ AUTHORISATION .................................................................................. 157
17.	GLOSSARY ................................................................................................................ 158
ANNEXURE 1– DEPARTURES FROM ASX CORPORATE GOVERNANCE PRINCIPLES AND
	GUIDELINES ............................................................................................................... 160

1. IMPORTANT NOTICE

This Prospectus is dated 19 February 2015 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 you read this Prospectus in its entirety and seek professional advice where necessary. The Securities which are the subject of this Prospectus should be considered highly speculative.

A copy of this Prospectus can be downloaded from the Company’s website at www.greenrock.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

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

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

Other than as otherwise stated in this Prospectus, no document or information included on the Company’s website is incorporated by reference into this Prospectus. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 17 (Glossary) of this Prospectus and also within its body. The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

All amounts are in Australian dollars unless otherwise specified.

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 the Company, Directors and management.

The Company cannot and does 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.

The Company has 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 8 of this Prospectus.

Foreign Investors

No action has been taken to register or qualify the Securities, or the Offer, or otherwise to permit the public offering of the Securities, in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Conditional Offer

The Offer is subject to a number of conditions. Refer to Section 5.8 for further details.

In the event that these conditions are not satisfied, the Offer will not proceed and no Securities will be issued under this Prospectus. Applicants will be reimbursed their application monies (without interest).

Risks

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Securities. There are risks associated with an investment in the Company and the Securities offered under this Prospectus must be regarded as a speculative investment. The Securities offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Securities. Refer to Section 8 of this Prospectus for details relating to risk factors.

Exposure Period

This Prospectus is not subject to an Exposure Period.

2. CORPORATE DIRECTORY

Directors

Registered Office

Mr Stephen Copulos (Non-Executive Chairman)

Mr Steven Tambanis (Managing Director)

Mr Richard Beresford (Non-Executive Director)

Mr Gabriel Chiappini (Non-Executive Director)

Company Secretary

Mr Gabriel Chiappini

Level 9, The Quadrant Building, 1 William Street, Perth, WA 6000

Phone: +61 8 9226 3815 Fax: +61 8 9226 5048 Website: www.greenrock.com.au

Share Registry*

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

Current ASX Code: GRK

Proposed new ASX Code: BKT

Telephone (in Aust): 1300 850 505 Telephone (outside Aust): +61 3 9415 4000

Solicitors

Auditor

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

Deloitte Touche Tohmatsu Level 14, Woodside Plaza 240 St Georges Terrace Perth WA 6000

Lead Manager

Investigating Accountant

Cygnet Capital Pty Ltd 50 Ord Street West Perth WA 6005

Deloitte Corporate Finance Pty Ltd Level 14, Woodside Plaza 240 St Georges Terrace Perth WA 6000

Corporate Advisor

Independent Geologist

Cygnet Capital Pty Ltd 50 Ord Street West Perth WA 6005

ARC Resources Pty Ltd 143 Angelo St South Perth, WA 6151

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

3. TIMETABLE

Action	Date*
Lodgement of Prospectus with ASIC Offer opens	19 February 2015
General Meeting of Shareholders	4 March 2015
Offer Closing Date	4 March 2015
Anticipated completion of the Transaction and issue of Securities under the Offer	5 March 2015
Anticipated date of re-instatement to trading on ASX	12 March 2015

*These dates are indicative only and subject to change. The Directors reserve the right to vary these dates, including the Closing Date, without prior notice.

4. CHAIRMAN’S LETTER

Dear Investor

Green Rock Energy Limited (the Company) would like to offer you the opportunity to participate in this Prospectus offer to raise up to $3,500,000 through the issue of up to 70,000,000 shares at an issue price of $0.05 per share, along with one (1) free attaching option, exercisable at $0.05 within twenty four (24) months of issue, for every two (2) Shares subscribed for and issued.

At the end of 2014, the Company experienced delays in relation to its required Shareholder approvals following issues identified by ASIC with regard to the Independent Expert’s Report that was sent to Shareholders prior to the 15 December 2014 Shareholder meeting. However, the Company is now in a position to proceed with this capital raising, complete the Acquisitions and meet the requirements to enable it to be reinstated to trading on ASX.

The Company is currently going through an exciting time with a new management team and a refreshed focus on mineral resource exploration in Tanzania. Since announcing the initial acquisition of the Mahenge North Graphite Project in July 2014, the Company has assembled an exciting portfolio of mineral exploration tenements covering in excess of 1,500km[2] in Tanzania.

With a focus on identifying a significant graphite project, we have undertaken two geophysical, sampling and trenching field programmes that have returned very encouraging results. Through these field exploration programmes we have identified two key prospects for an initial drilling programme.

For further details and to complete a share application, please refer to this Prospectus.

I thank you for your time and encourage you to review this Prospectus carefully and in its entirety. 2015 will be an exciting time for the Company as we aim for exploration success and development on the new Tanzanian Projects. On behalf of the Board, I look forward to welcoming you as a Shareholder of the Company.

Yours sincerely

Stephen Copulos Chairman

5. INVESTMENT OVERVIEW

This Section is a summary only and not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

5.1 The Company

The Company is a public company listed on ASX (current ASX code: GRK).

In July and August 2014, the Company announced that it had entered into two agreements for the acquisition of prospective graphite projects in Tanzania, the Mahenge North Graphite Project and Mahenge Graphite Project (together the Projects) (Acquisitions). On 18 September 2014, the Company announced that it had exercised each of the options over the Projects and on 6 October 2014 a further announcement was made that the Company had entered into two further option agreements over additional prospective graphite lands in Tanzania. Since that time, the Company has allowed one of the options to lapse, as a result of its due diligence on those permits, while it retains the remaining option. The Company does not intend exercising that option prior to being re-instated to trading on ASX. The agreements by which the Company acquired its interest in the Projects are outlined in Section 14 of this Prospectus.

On 17 November 2014, the Company despatched to Shareholders a notice of meeting to seek approval to implement the transactions and on 4 December 2014 lodged a prospectus.

On 15 December 2014, Shareholders approved various resolutions to implement the transactions, however, the Company was required to withdraw a key resolution from that meeting due to issues identified by ASIC with the independent expert’s report. The effect of the withdrawal meant that the Company had to withdraw its prospectus.

As announced to ASX on 22 December 2014, the Company managed to negotiate with the vendors of the Projects to extend the date for completion of those transactions until 31 March 2015 in consideration for the issue of US$100,000 in Shares in the Company at $0.0025 per Share. The Company also agreed to pay in advance the upcoming mining rental fees payable on the Projects to the Tanzanian Department of Energy & Minerals.

Due to delays caused by the inability to seek all of the necessary Shareholder approvals in December, and the desire of the Company to continue its investigations on the Projects, the Company needed additional funds under the Capital Raising to enable it to satisfy the requirements of ASX under Chapters 1 and 2 of the ASX Listing Rules.

On 23 December 2014, the Company announced that the Copulos Group had agreed to provide a $1,000,000 loan facility to the Company, which, subject to the approval of Shareholders, would be converted into equity as part of the Offer. The effect of this conversion will be that the Company will not receive in cash the full amount being offered under the prospectus for the Offer, but will convert the $1,000,000 loan debt into equity by offsetting the application of the Copulos Group for Shares (and Options) under the Offer against the loan debt. This will have the same effect as if they subscribed for Shares and Options under the Offer and the funds raised were used to repay that loan debt.

A general meeting, to be held on 4 March 2015, is being convened to consider among other things, a resolution that the Company was unable to seek at the general meeting held in December relating to the completion of the Acquisitions and the approval for the undertaking of the Offer.

5.2 Change of Name

The Company obtained Shareholder approval in December 2014 for the Company to change its name to ‘Black Rock Mining Limited following the successful completion of the Acquisitions and close of the Offer.

5.3 Objectives

The Company’s strategy is to grow Shareholder value through the successful identification, exploration and subsequent definition and development of significant mineral resources in Tanzania, initially through the exploration and development of the Projects.

In addition, the Company also intends to continue to seek to identify and secure additional mineral exploration permits (or interests in permits) in Tanzania that the directors consider could add value to Shareholders. This will include consideration of the existing permits over which the Company holds an option, and may include additional prospective graphite projects, or projects prospective for other minerals within the geographical region of Tanzania.

On completion of the Offer, the Board believes the Company will have sufficient capital to achieve the objectives. However, an investment in the Company is speculative and investors are encouraged to read and consider the risk factors outlined in Section 8 of this Prospectus.

5.4 Business Model

Initially, the Company will conduct exploration programmes on its new prospective graphite permits in Tanzania over the 2 years following the completion of the Offer and the Acquisitions. Details of the initial proposed exploration programmes are set out in Section 7 of this Prospectus.

The Company’s long term growth plan post completion of the Offer and the Acquisitions is to explore and exploit the graphite permits in Tanzania with the aim of developing those assets into income generating assets of the Company through the mining and sale of graphite. In addition, the Company intends to continue to consider and investigate ongoing opportunities to acquire additional exploration and mining permits for the purpose of adding new potential opportunities for growth to the Company. These opportunities may include additional graphite exploration areas, but may also include areas prospective for additional minerals in Tanzania.

5.5 Key Investment Highlights

The Directors of the Company are of the view that an investment in the Company provides the following non-exhaustive list of key highlights:

The flagship Mahenge North Graphite Project in Tanzania is located in a known graphitic mineralised zone and is adjacent and just north of an existing known graphite project. The Company’s Mahenge North Graphite Project abuts and is along strike of Kibaran’s Epanko Graphite Project.

The permits to be acquired by the Company are largely underexplored and have potential to host significant graphitic mineralisation. The Company’s interest in the Mahenge Province following the completion of the Acquisitions will be approximately 1,500 km[2] .
Trenching of the newly discovered Cascade Zone at the Mahenge North Tenement returned best intervals of 24m @7.89% TGC and 18m @6.17% TGC from a 75m trench that is still open in both directions. Results support previously reported assays of 56m @ 11.58% TGC and 23m @ 11.46% TGC from trenches at Epanko North. Full details of the trenching results are outlined in the Independent Geologist’s Report in Section 9.
The Offer is being supported by the Company’s existing largest Shareholder, the Copulos Group, who has committed, subject to Shareholder approval, to providing $1,500,000 to the Company under the Offer.
The Company’s Projects are located in Tanzania, which has a mining friendly government policy with good Infrastructure and rail and port access. The Mahenge North Project is 70kms by road from the nearest train line (the TAZARA Line) that runs to Dar es Salaam.
The management team has a diversified spread of professional and extensive experience in mineral and resource exploration in Australia and in emerging markets.

5.6 Key Risks

The business, assets and operations of the Company will be subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company. An investment is not risk free and prospective investors should consider the risk factors described in Section 8 before deciding whether to apply for Shares pursuant to this Prospectus.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can effectively be managed or mitigated may be limited.

Set out in section 8 are some specific key risks which relate to the Company’s business. The risks identified may have a material impact on the financial performance of the Company and the market price of the Shares. The risks set out in section 8 are not intended to be an exhaustive list of the risks faced by the company.

5.7 Offer

The Company invites applications for up to 70,000,000 Shares at an issue price of $0.05 per Share to raise up to $3,500,000, along with one (1) free attaching Option for every two (2) Shares subscribed for and issued.

The minimum subscription in relation to the Offer is $2,500,000 (Minimum Subscription).

The Offer will consist of a minimum of 50,000,000 Shares at $0.05 per Share, together with 25,000,000 Options on the basis of 1 Option for every 2 Shares issued.

The key information relating to the Offer is set out in section 6.

5.8 Conditions of Offer

Completion of the Offer is subject to the approval by Shareholders of certain resolutions at the General Meeting to be held on 4 March 2015 together with the conditional approval from ASX of the re-instatement to trading of the Company following the completion of the Offer and the Acquisition. The required resolutions relate to:

(a) approval to issue the Shares and Options the subject of the Offer; and
(a) approval of the issue of Shares to enable the Company to complete the Acquisitions.

If Shareholders do not pass the relevant resolutions or ASX refuses to grant the conditional approval to the re-instatement of the Company to trading on ASX, then the Offer will not proceed and the Company will not issue any Shares or Options under this Prospectus. In this instance, the Company will return all application funds to each Applicant (without interest).

The Shares offered under this Prospectus will rank equally with the existing Shares on issue. The terms and conditions of the Options are set out in Section 15.3.

5.9 Use of Funds

Together with existing funds of approximately $580,000 (inclusive of $1,000,000 previously received by way of a loan from the Copulos Group), the Company intends to use funds raised under the Offer to undertake a drilling programme on the Company’s Projects, continuation of the exploration programme on the Company’s Projects, pay expenses of the Offer, corporate administrative overheads, general administration costs, working capital costs, marketing expenses and corporate staff expenses. The specific allocation of funds and other details are set out in Section 6.3.

5.10 Capital Structure

The capital structure of the Company following the Offer and the Acquisition is set out in the table below. Information relating to each of the proposed issues is set out in the Company’s Notice of Meeting for the General Meeting:

Post Consolidation	Shares	Options1	Shares	Options1
	$3.5m	raising	$2.5m	raising
Current issued capital	113,390,691	5,370,003	113,390,691	5,370,003
Issue pursuant to acquisition of Mahenge Resources	4,000,000	-	4,000,000	-
Issue pursuant to acquisition of Mahenge North Graphite Project	8,333,333	-	8,333,333	-

Issue of Shares for Capital Raising	70,000,000	35,000,000	50,000,000	25,000,000
Facility Fee Shares issued to the Copulos Group	1,221,598	-	1,221,598	-
Total	196,945,622	40,370,003	176,945,622	30,370,003

Notes:

Comprising Options on the following terms:
(a) 95,000 unlisted Options exercisable at $0.40 on or before 15 November 2015;
(b) 1,000,000 unlisted Options exercisable at $0.30 on or before 18 March 2015;
(c) 500,000 unlisted Options exercisable at $0.20 on or before 18 March 2015;
(d) 100,000 unlisted Options exercisable at $0.16 on or before 11 June 2016;
(e) 375,000 unlisted Options exercisable at $0.06 on or before 28 November 2016; and
(f) 3,300,003 unlisted Options exercisable at $0.20 on or before 19 January 2018.

In addition to the above, the Company proposes issuing 6,700,000 Performance Rights on the terms set out in the Notice of Meeting lodged with the ASX on 29 January 2015.

5.11 Restricted Securities

Subject to the Company completing the Offer and being admitted to the Official List, certain Shares and Options may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares and Options may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares and Options in a timely manner.

The Company will announce to ASX full details (quantity and duration) of the Shares and Options required to be held in escrow prior to the Shares commencing trading on ASX.

5.12 Agreements with Directors, Related Parties or Substantial Shareholders

The Company is a party to the following agreements with Directors, related parties or substantial shareholders:

(a) Mr Gabriel Chiappini, who currently serves the Company as a Director and Company Secretary and also provides corporate, financial and administrative services, has an Executive Services Contract;
(b) Non-Executive Letter of Appointment with Mr Richard Beresford and Mr Stephen Copulos; and
(c) Deeds of Indemnity, Insurance and Access entered into with each of the Directors.

Summaries of each of these agreements are contained in Section 14 of this Prospectus.

5.13 Director participation in the capital raising

The Company is seeking the approval of Shareholders at the General Meeting to enable each of the existing Directors to subscribe under the Offer for Shares and Options up to the following amounts:

(a) Gabriel Chiappini - $25,000 (being 500,000 Shares and 250,000 Options);
(b) Richard Beresford - $10,000 (being 200,000 Shares and 100,000 Options); and
(c) Steven Tambanis - $100,000 (being 2,000,000 Shares and 1,000,000 Options).

In addition, approval is being sought for the Copulos Group, associated with Director, Stephen Copulos, to subscribe for $1,500,000 in Shares and Options under the Offer, representing 30,000,000 Shares and 15,000,000 Options. Approval is being sought from Shareholders, as the participation of the Copulos Group in the Offer will increase its relevant interest (and the relevant interest of Stephen Copulos) in the Company above 20%, as shown in Section 6.12. If all of the Directors participate in the Offer up to the amounts outlined above, the Company will raise approximately $1,635,000 from the Directors. Of that $1,635,000, $1,000,000 has already been provided as a loan by the Copulos Group to be off-set against the Application of the Copulos Group. Refer to Section 5.1 for a further explanation.

Any participation of the Directors in the Offer will be on the same terms and conditions as all other Applicants.

5.14 Corporate Governance

To the extent applicable, commensurate with the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by the ASX Corporate Governance Council (Recommendations).

The departures from ASX Corporate Governance Principles and Guidelines as at the date of this Prospectus are set out in Annexure 1. The Company’s full Corporate Governance Plan is available on the Company’s website www.greenrock.com.au.

In addition, the Company’s full Corporate Governance Plan may be requested from the Company Secretary on +61 8 9226 3815.

6. DETAILS OF THE OFFER

6.1 The Offer

Pursuant to this Prospectus, the Company invites applications for up to 70,000,000 Shares at an issue price of $0.05 per Share, to raise up to $3,500,000 along with one (1) free Option for every two (2) Shares subscribed for and issued with a minimum subscription of 50,000,000 Shares and 25,000,000 Options.

The Shares offered under the Offer will rank equally with the existing Shares on issue. Please refer to section 15.2 for further information regarding the rights and liabilities attaching to the Shares. The terms of the Options are set out in Section 15.3 of this Prospectus.

Applications for Shares must be for a minimum of 40,000 Shares (and 20,000 Options) and thereafter in multiples of 4,000 Shares and payment for the Shares must be made in full at the issue price of $0.05 per Share.

If the minimum subscription has not been raised within 3 months after the date of this Prospectus, the Company will not issue any Shares and will repay all application money for the Shares within the time prescribed under the Corporations Act, without interest.

6.2 Purpose of the Offer

The purpose of the Offer is to provide funds to enable the Company to:

(a) meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules (a condition precedent to completion under the Transaction);
(b) complete the capital raising under this Prospectus (a condition precedent to completion of the Acquisitions);
(c) to provide additional funds to enable the Company to fund its objectives and related activities after completion of the Acquisitions, being those activities set out in Section 7;
(d) pay the costs of the Offer; and
(e) provide adequate general working capital for the growth of the business of the Company following completion of the Transaction.

6.3 Use of Funds

As referenced in Section 5.1, the Company has received $1,000,000 from the Copulos Group in December 2014 under a loan which, subject to Shareholder approval, is intended to be applied against part of the Copulos Group’s subscription for Shares and Options under the Capital Raising rather than repaid (the Copulos Group has indicated its intention to participate in the Offer up to $1,500,000, subject to the approval of Shareholders at the General Meeting). The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following re-admission of the Company to the Official List of ASX as follows:

Funds available	Full Subscription ($3,500,000)	Percentage of Funds (%)	Minimum Subscription ($2,500,000)	Percentage of Funds (%)
Existing cash reserves of the Company1	$580,000	15%	$580,000	20%
Funds to be received from the Offer2	$2,500,000	65%	$1,500,000	53%
Funds received from the sale of Ocean Hills Asset3	$300,000	8%	$300,000	11%
Repayment of loan from Sunbird Energy Ltd	$460,000	12%	$460,000	16%
Total	$3,840,000	100%	$2,840,000	100%
Allocation of funds	Total	Percentage of Funds (%)	Total	Percentage of Funds (%)
Exploration on the Mahenge Graphite Project and Mahenge North Graphite Project4	$1,900,000	49%	$1,740,240	61%
Conduct of due diligence investigations on remaining permit option	$200,000	5%	$100,000	4%
Expenses of the Offer	$257,000	7%	$195,000	7%
Working capital5	$1,483,000	39%	$804,760	28%
Total	$3,840,000	100%	$2,840,000	100%

Notes:

These funds represent existing cash held by the Company at or around the date of this Prospectus and includes funds received under the Loan. The Company expects to incur costs within the ordinary course of its business which will diminish this amount prior to completion of the Transaction.
Calculated by determining the funds raised under the Offer less the Loan funds already received from the Copulos Group by way of off-set against the application for Shares and Options by the Copulos Group under the Offer, subject to Shareholder approval.
On 22 October 2014, the Company announced that it had entered into an agreement to sell its interest in its Ocean Hills oil and gas permit. The Company will receive this amount when the sale is settled together with 40,000,000 shares in Eneabba Gas Ltd, which is expected to occur following the completion of the re-instatement to trading of the Company on ASX.
Refer to the Independent Geologist’s Report for a further breakdown of this expenditure.
Working capital includes the general costs associated with the management and operation of the business including administration expenses, salaries, directors’ fees, rent and other associated costs.

In the event that more than the Minimum Subscription, but less than the full subscription is subscribed for and issued, the Company will put any excess funds towards the expenses of the Offer and then to working capital.

The table above is a statement of current intentions of the Board as of the date of this Prospectus. As with any budget, intervening events (including delays in contract negotiations and permitting) 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.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

6.4 Applications under the Offer

Applications for Securities under the Offer must be made using the Application Form. By completing an Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and that you have received personally the Application Form together with a complete and unaltered copy of the Prospectus.

Completed Application Forms and accompanying cheques, made payable to “Green Rock Energy Limited” and crossed “Not Negotiable”, must be mailed to the address set out on the Application Form so that they are received by no later than the Closing Date.

Applications under the Offer must be accompanied by payment in full in Australian currency.

Completed Application Forms and accompanying cheques should, at any time after the Opening Date but before 5.00pm (WST) on the Closing Date, be provided to the Company as follows:

By Post to:

Computershare Investor Services Pty Limited GPO Box 52 MELBOURNE VIC 3001

The Company reserves the right to extend the Offer or close the Offer early without notice. Applicants are therefore urged to lodge their Application Form as soon as possible.

An original, completed and lodged Application Form, together with a cheque for the application funds, constitutes a binding and irrevocable offer to subscribe for the number of Securities specified in the Application Form. The Application Form does not need to be signed to be a valid application. An Application will be deemed to have been accepted by the Company upon allotment of the Securities.

If the Application Form is not completed correctly, or if the accompanying payment of the application funds is for the wrong amount, it may still be treated as valid. The Directors’ decision as to whether to treat the Application as valid, and how to construe, amend or complete the Application Form is final. However, an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the application funds.

6.5 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

The Company’s Securities will remain suspended from trading and will not be reinstated to Official Quotation until the ASX approves the Company’s recompliance with Chapters 1 and 2 of the ASX Listing Rules, which will not occur until completion of the Transaction has occurred.

In the event that the Company does not receive conditional approval for recompliance on the ASX, it will not proceed with the Offer and will repay all application monies received, without interest.

6.6 ASX listing

Application for Official Quotation by the ASX of the Shares and Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares and Options are not admitted to Official Quotation by the ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and Options and will repay all application monies for the Shares and Options within the time prescribed under the Corporations Act, without interest.

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

6.7 Issue

Subject to the satisfaction of the conditions set out in Section 5.8, the issue of the Shares and Options under the Offer will take place as soon as practicable.

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

The Directors will determine the allottees of the Shares and Options under the Offer in their sole discretion. The Directors reserve the right to reject any Application or to allocate any applicant fewer Shares and Options than the number applied for. Where the number of Shares and Options 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 relevant Closing Date.

6.8 Applicants outside Australia

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

No action has been taken to register or qualify the Securities or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Securities pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

6.9 Not Underwritten

The Offer is not underwritten. Cygnet Capital has been appointed Lead Manager to the Offer. A summary of the lead manager agreement is set out in Section 14 of this Prospectus.

6.10 Forecast Financial Information

Given the speculative nature of mineral exploration and development, there are significant uncertainties associated with forecasting future revenues and expenses of the Company. On this basis and after considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared and accordingly have not included financial forecasts in this Prospectus.

6.11 Restricted Securities

ASX may classify certain Shares and Options to be issued upon acquisition of the Graphite Projects (as opposed to those to be issued under this Prospectus) as being subject to the restricted securities provisions of the Listing Rules. If so classified, such Shares and Options would be required to be held in escrow for a period determined by ASX and would not be able to be sold, mortgaged, pledged, assigned or transferred for that period without the prior approval of ASX.

None of the Shares offered under this Prospectus will be treated as restricted securities and will be freely transferable from their date of issue.

The Company has no voluntary escrow arrangements in place.

6.12 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer are set out in the respective tables below.

As at the date of the Prospectus

Shareholder	Shares	%
Copulos Group1	18,807,738	16.59%

Notes:

6,066,677 Shares are held by Supermax Pty Ltd, 5,862,747 Shares are held by HSBC Custody Nominees (Australia) Ltd as custodian for Eyeon No 2 Pty Ltd, and 12,741,075 Shares are held by Eyeon Investments Pty Ltd.

On completion of the Offer and the Acquisition

Shareholder	Minimum Subscription ($2,500,000)	Minimum Subscription ($2,500,000)	Full Subscription ($3,500,000)	Full Subscription ($3,500,000)
	Shares	%	Shares	%
Copulos Group	50,029,3361	28.27%	50,029,336	25.40%

Notes:

At the General Meeting, the Company is seeking approval to allow associates of the Copulos Group to subscribe for 30,000,000 Shares under the Offer (representing

$1,500,000). If Shareholders approve this resolution, the interest of the Copulos Group will increase above 20% to the amount shown above.

The interests above assume that no securities are issued prior to completion of the Offer. The Company will announce to the ASX details of its top 20 holders of Shares and quoted Options (following completion of the Offer), prior to the Quoted Securities re-commencing trading on the ASX.

6.13 Withdrawal of Offer

The Offer may be withdrawn at any time. In this event, the Company will return all application monies (without interest) as soon as practicable.

6.14 Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

6.15 Dividend Policy

The Company anticipates that significant expenditure will be incurred in the exploration and evaluation of the Projects. These activities, together with the Company’s existing activities, are expected to dominate the two-year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

6.16 Privacy Statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including 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 Share Registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation

including the Privacy Act 1988 (as amended) and the Corporations Act. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

6.17 Queries

Any queries regarding the Offer should be directed to Green Rock director Mr Gabriel Chiappini, on +61 8 9226 3815.

Any queries regarding the Application Form should be directed to Computershare on 1300 850 505 (in Australia) or +61 3 9415 4000 (outside Australia).

7. COMPANY AND PROJECT OVERVIEW

7.1 Company Background

On 7 July 2014, the Company announced to ASX that it had entered into an option agreement to investigate, with the option to acquire, ground prospective for graphite exploration in Tanzania (Mahenge North Graphite Project). Subsequently, on 22 August 2014, the Company announced that it had entered into an additional option agreement over additional prospective graphite ground in Tanzania (Mahenge Graphite Project).

On 18 September 2014, the Company announced that it had exercised each of the options over the Mahenge North Graphite Project and the Mahenge Graphite Project and would move to satisfy the conditions precedent to the settlement of the acquisition of the interest under each of the agreements.

Finally, on 6 October 2014, the Company announced it had entered into two further option agreements over additional prospective graphite permits in Tanzania. The Company has subsequently allowed one of those option agreements to lapse, but has retained its interest in the remaining option. The Company does not currently propose to exercise this remaining option prior to re-instatement to trading on ASX (Remaining Graphite Option).

On 15 December 2014, Shareholders approved various resolutions to implement the transactions outlined above, including resolutions approving:

(a) the change in the nature and scale of the Company;
(b) the consolidation of the Company’s securities on issue on a 1 for 20 basis;
(c) approval to undertake a capital raising, including the approval for the Directors to participate in that capital raising.

On 19 December 2014, the Company announced that it had been required to withdraw a resolution from the meeting on 15 December 2014 as a result of issues identified by ASIC with the independent expert’s report provided to the Company by the Independent Expert.

The effect of the withdrawal of those resolutions has meant significant delays for the Company being able to complete the Acquisition and meant that the Company had to withdraw its prospectus that it had lodged on 4 December 2014.

The Company initially intends to focus its exploration activities on the Mahenge North Graphite Project and the Mahenge Graphite Project.

On 22 October 2014, the Company announced the sale of its remaining Hydrocarbon asset – Ocean Hill located in the North Perth Basin to Eneabba Gas Limited. Completion of the sale is subject to satisfaction of a single condition precedent that the Company is in the process of finalising.

As disclosed in the Company’s 2014 annual report, the Company has also relinquished and surrendered or is in the process of relinquishing and surrendering all of its Geothermal Assets, except for its Hungarian interest it owns via a joint venture in the Jászberény area in eastern central Hungary. The Company will be seeking to divest its interest in the Jászberény permit in an orderly process.

7.2 Tanzania

The Projects are located within the United Republic of Tanzania, in East Africa, which covers an area of 945,000 km[2] between longitudes 29[O] E – 41[O] E and latitudes 1[O] S – 12[O] S. It is bounded on the north by Kenya and Uganda, on the east by the Indian Ocean, on the south by Mozambique, Malawi and Zambia, and on the west by The Democratic Republic of Congo, Burundi, and Rwanda (Map 1). Three of Africa's largest lakes, Victoria in the north, Tanganyika in the west, and Nyasa in the south, lie within Tanzania. Mount Kilimanjaro (5,895m), located in northern Tanzania, is the highest point on the African continent.

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Map1- Political Map of Tanzania
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Tanzania is one of the least urbanised countries in sub-Saharan Africa with agriculture providing some 60% of GDP in 2007 and employing about 80% of the workforce. Mining is becoming increasingly important to the Tanzanian economy, especially with the opening of the major Geita (Anglogold/Ashanti), Bulyanhulu (Barrick) gold mines in 2000 and 2001, plus North Mara (Barrick) and Buzwagi (Barrick) in 2005 and 2009 respectively.

Gold sales comprised about 86% of the total mineral exports of about US$886.5 million in 2007, with the balance coming mainly from diamonds and other precious stones.

7.3 The Projects

This section contains a brief summary only of the Company’s Projects. Potential investors are referred to the Independent Geologist Report in section 9 of this Prospectus, where the Projects and exploration programmes are outlined in detail.

Map 2 – Location of Company Projects in Tanzania

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Mahenge North Graphite Project

The Mahenge North Graphite Project is located in southern central Tanzania approximately 245km south-west of Morogoro. The project consists of one (1) granted Prospecting Licence covering an area of 292km[2] and is prospective for graphite mineralisation.

Agreement	License Number	Area km2
Mahenge North	PL 7802/2012	292.41

Previous exploration has outlined two significant areas of graphite mineralisation, Ndololo and Epanko North. Historic RC drilling and rock chip sampling has confirmed the presence of large flake moderate to high-grade graphite mineralisation with favourable metallurgical properties.

In particular, previous exploration work conducted at Ndololo in 1945 reported results of 15.5% Carbon and 97.5% recovery of flake graphite. Recent metallurgical work completed at the project has verified the early exploration

results and confirmed the potential for a premium coarse flake size product. Detailed information on the Mahenge North Graphite Project is referred to in the Independent Geologist Report in section 9 of this Prospectus. The material terms of the Mahenge North Graphite Project agreement are summarised in Section 14.1.

Mahenge Graphite Project

The Mahenge Graphite Project, consist of Prospecting Licences PL10111/2014, PL10426/2014 and PL10427/2014.

Agreement	License Number	Area km2
Mahenge Resources Ltd	PL 10111/2014	24.83
Mahenge Resources Ltd	PL 10426/2014	154.96
Mahenge Resources Ltd	PL 10427/2014	208.67

A number of mapped bands of graphite schist mineralisation have been mapped by the Tanzanian Geological Survey published from QDS Map-sheet 251 – Mahenge dated 1960. The bands extend beyond the boundaries of the Mahenge Graphite Project. Within the Mahenge Graphite Project, 3 bands of graphite schist have been mapped that have strike lengths of 3500m, 1,500m and 900m with mapped widths ranging from 90 to 400m. The purpose of the Company’s geological due diligence program has been to confirm the length, width and grade range potential of the mapped graphite bands.

In addition, the Company believes it has identified a number of stratigraphic horizons totalling 50km in length that are highly prospective for graphite schist mineralisation as either outcrop or buried under shallow cover within valleys. The Company will also be evaluating this potential by conducting a number of targeted traverses looking for graphite in outcrop, sub-crop or residually within the soils profile. Should the potential be validated then the Company is confident it significantly expands the potential of the Mahenge Region to host large scale graphite mineralisation. The material terms of the acquisition agreement are summarised in Section 14.2.

Remaining Graphite Option

The exploration licences covered under the Company remaining graphite option are five (5) existing permits over which the Company has secured the graphite mineral rights (KHL Permits). The material terms of the option agreement is summarised in Section 14.5

Agreement	License Number	Area km2
KHL Option	HQ-P28687	192.79
KHL Option	HQ-P28688	225.78
KHL Option	HQ-P28689	262.51
KHL Option	HQ-P28690	172.03
KHL Option	HQ-P28691	7.3

Therefore, the completion of the acquisition of the five (5) KHL permits covering approximately five (5) square kilometres will not occur in accordance with the terms and conditions of the original agreement. The Company will be revisiting the acquisition of the KHL Option agreement in 2015.

Map 3 – Green Rock Tenements Mahenge Region

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7.4 Corporate Strategy and Objectives

As outlined in this Prospectus, the Company’s strategy is to grow Shareholder value through the successful identification, exploration and subsequent definition and development of significant mineral resources.

The Company initially plans to achieve this objective by focussing its exploration activities on the Projects. The Company notes that in the event that its exploration activities prove successful, the Company will likely require additional funding in order to achieve its objective to further develop and exploit any of its mineral resources. Such funding may be in the form of further equity funding or debt funding as is deemed appropriate by the Directors exercising their discretion at the appropriate time.

The Company’s immediate intention in relation to the exploration of the Projects is as follows:

(a) Immediate programme

Expected to be completed in early 2015, the programme will consist of the following activity:

focus on Epanko north lodes already trenched including the Epanko west and middle zones in addition to Cascade and Cascade NE. Additional trenching along strike to confirm the graphitic horizons grade and continuity;
mapping and trenching at Ndololo in the northern portion of the Mahenge North tenement to follow up on previously reported rock chip results;
Trench the Kituti area (south of Epanko North) to test for grade and continuity of mineralisation; and
conduct a limited diamond and reverse circulation drilling programme at Epanko North to determine grades, widths and continuity of the Epanko North lode. Should time permit, drill several holes at Kituti.

(b) Advanced Drilling programme

At Epanko North, Mahenge North permit (PL 7802/2012) and the KitutiRuaha area located within the Mahenge Southwest tenement (PL 10427/2014).

Subject to the results of the initial programme, the drilling programme is likely to consist of approximately 1,000 metres of reverse circulation (RC) drilling and 1,000m of diamond core drilling (DD).

(c) Additional Exploration Programme

Whilst the Company’s immediate aim is the attainment of a maiden Graphite JORC resource, large parts of its highly prospective ground is under-explored and/or un-explored. It is our objective to undertake a wide reconnaissance exploration and mapping programme to identify new areas of graphitic mineralisation with economic potential.

7.5 Non Core Projects

The Company previously held assets associated within its geothermal division. As part of the Company’s transition to a graphite-focused exploration company, it is in the process of relinquishing all of its geothermal assets. As a result, the Company has surrendered all of its geothermal permits within Australia. These are currently subject to processing by relevant Government bodies for relinquishment. This relinquishment process has assisted the Company with managing its lease and expenditure obligations attached to the geothermal permits.

On 22 October 2014, the Company announced that it had entered into an agreement to sell its interest in its Ocean Hill oil and gas asset. The proceeds from the sale, when the condition precedent has been met, will be $300,000 together with 40,000,000 shares in Eneabba Gas Ltd. The Company received a $30,000

signing fee on the date of the contract. Settlement of the Ocean Hill transaction is expected to occur following the completion of the re-instatement to trading of the Company on ASX.

The Company has also undertaken to divest the minority interest (28.9% joint venture with MOL, Hungary) it currently holds in the Jászberény geothermal concession, which covers an area of 396 km2 and includes several areas previously drilled by MOL looking for petroleum initiated action.

8. RISK FACTORS

8.1 Introduction

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

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

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed. The types of risks the Company is exposed to can change over time and vary with changes in economic, technological, environmental and regulatory conditions both generally within the financial services industry.

8.2 Company Specific Risks

(a) Risks associated with operating in Tanzania

The Projects are located in Tanzania, which is considered to be a developing country and as such subject to emerging legal and political systems compared with the system in place in Australia. Investing and operating in foreign jurisdictions carry political, economic and other uncertainties, including, but not limited to, changes in mining and exploration policies or the personnel administering them, nationalisation or expropriation of property, cancellation or modification of contractual risk, foreign exchange restrictions, currency exchange rate fluctuation, royalty and tax increase and other risks arising out of foreign government sovereignty over the areas in which the Company’s operations will be conducted. Any of these factors could result in conditions that delay or in fact prevent the Company from exploring or ultimately developing any of the foreign projects.

If the Acquisition is successful, the Company will be exposed to the risks of operating in such a jurisdiction, including, without limitation:

(i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation or in an ownership dispute;
(ii) a higher degree of discretion held by various government officials or agencies;
(iii) the lack of political or administrative guidance on implementing applicable rules and regulations, particularly in relation to taxation and property rights;
(iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or

(v) relative inexperience of the judiciary and court in matters affecting the Company.

The commitment to local business people, government officials and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed.

No assurance can be given regarding future stability in these or any other country in which the Company may have an interest.

(b) Reinstatement to ASX’s official list

The Company was suspended from trading following the meeting held on 15 December 2014 where approval was sought and obtained for the change in nature and scale of its activities. Approval for the Transaction Resolutions is being sought at the upcoming Meeting. In the event the Transaction Resolutions are approved at the Meeting, it is anticipated that the Company’s securities will remain suspended until Completion of the Transaction, re-compliance by the Company with Chapters 1 and 2 of the ASX Listing Rules and compliance with any further conditions ASX imposes on such reinstatement. There is a risk that the Company will not be able to satisfy one or more of those requirements and that its listed Securities may consequently remain suspended from quotation.

(c) Milestone Payments

The agreements relating to the Acquisitions require the payment of additional amounts in cash upon the meeting of certain milestones for each of those agreements (refer to Section 14).

Where these payments become due and payable, the funds will need to either be paid from the Company’s existing working capital or will need to be raised by the Company in order for the Company to complete its contractual obligations to retain the Projects.

As identified in (d) below, there can be no guarantee that the Company will be able to raise additional working capital or and raising may be on terms that are otherwise unattractive to the Company.

(d) Additional requirements for capital risk

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 the future. Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, the Company may be required to reduce the scope of its operations and scale back its mining and exploration programmes as the case may be.

(e) Going Concern Risk

In the Company’s annual report, announced to ASX on 31 October 2014, the Company’s auditor noted that the circumstances surrounding

the Company indicated the existence of material uncertainty as to the ability of the Company to continue as a going concern, while noting the Company’s intention to undertake the Acquisitions and a capital raising.

The Directors consider that the completion of the Offer will satisfy the concerns raised by the auditor by providing the Company with the funding needed for the exploration and development of the new Projects and to meet the Company’s ongoing financial commitments.

(f)

Acquisition Risk

The Company’s objectives include the acquisition of the Projects and the consideration of additional projects as outlined in this Prospectus. The Directors of the Company will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics that are likely to provide returns to Shareholders. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders.

(g) Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, and plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration of its mineral interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(h) Exploration and development risks

The business of graphite exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

(i) the discovery and/or acquisition of economically recoverable reserves;
(i) access to adequate capital for project development;
(ii) design and construction of efficient development and production infrastructure within capital expenditure budgets;
(iii) securing and maintaining title to interests;
(iv) obtaining consents and approvals necessary for the conduct of exploration, development and production; and

(v) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from the existing projects or the new assets, undergoing an exploration and development program depends on successful exploration and establishment of production facilities. Factors including costs and reliability and commodity prices affect successful project development and operations.

Mining activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment.

Industry operating risks include fire, explosions, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown and environmental hazards such as accidental spills or leakages, or geological uncertainty. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company.

There is no assurance that any exploration on current or future interests will result in the discovery of an economic deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

(i) Contractual Risk

Pursuant to the Transaction Agreements, the key terms of which are summarized in Section 14, the Company has agreed to acquire 100% of the Projects subject to the fulfillment of the Conditions, including the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of the ASX.

The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their respective obligations under the Transaction Agreements. If the parties default in the performance of its obligations, the Transaction Agreements may be terminated and it may be necessary for the Company to approach the Court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will ultimately be granted on appropriate terms.

(j) Dilution risk

The Company currently has 113,390,691 Shares and 5,370,003 Options on issue and will issue up to a further 83,554,931 Shares and up to a further 35,000,000 Options and 6,700,000 Performance Rights if the Acquisition is completed.

Upon issue of these securities and the minimum subscription of the Shares under the Prospectus (assuming no exercise of Options or conversion of Performance Rights), the existing Shareholders will retain approximately 64% of the issued capital of the Company, new Shareholders investing via this Prospectus will hold approximately 28% with the Vendors holding 7% of the issued capital of the Company respectively.

(k) Reliance on key personnel and the need to attract qualified staff

The Company’s success depends on the core competencies of its Directors and management team to operate in the resource and mining industry. The loss of one or more of these persons could adversely affect the growth prospects, operating results and financial performance of the Company.

There can be no assurance that the Company will be able to attract or retain sufficiently qualified personnel on a timely basis or retain its key management personnel.

(l) Competition risk

The Company will be participating in a highly competitive market, however there are few if any specific competitors who have a dominant market share and dictate the structure or practices in the market.

The fact that there are no dominant competitors makes market entry and penetration easier but not without the need to ensure that the Company can position and differentiate itself to gain market share. There is no certainty that the Company will be successful in this market.

(m) Tenure and access for tenement in Tanzania

Mining and exploration tenements in Tanzania are subject to periodic renewal. Where a licensee has met the terms of the grant, renewal will not be denied. However, if development conditions are not met there is no guarantee that current or future tenements or future applications for production tenements will be approved.

(n) Compulsory work obligations for tenements in Tanzania

Tenements in Tanzania are subject to expenditure and work commitments which must be met in order to keep such tenements in good standing. If there is a failure to meet the commitments, this could lead to forfeiture of the particular tenement.

(o) Environmental and other regulatory risks

Environmental legislation is evolving in a manner which will likely require stricter standard and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes in environmental regulations in Tanzania, if any, will not materially and adversely affect the Company’s business, prospects, financial condition and results of operations.

Various governmental approvals and permits will also be required in connection with various aspects of the Company’s operations from time to time. To the extent such approvals or permits are required and not obtained; the Company may be delayed or prevented from proceeding with planned exploration or development.

8.3 General risks

(a) Potential acquisitions risk

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

(b) Economic risks

General economic conditions and movements in interest, inflation 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.

(c) Market conditions risk

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;
(i) interest rates and inflation rates;
(ii) currency fluctuations;
(iii) changes in investor sentiment toward particular market sectors;
(iv) the demand for, and supply of, capital; and
(v) 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.

(d) General economic and political risks

Changes in the general economic and political climate in Australia, Tanzania and on a global basis may impact on economic growth, interest rates, the rate of inflation, taxation and tariff laws, domestic security which may affect the value and viability of any financial services activities that may be conducted by the Company.

(e) Competition Risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and

operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(f)

Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(g) Regulatory risk

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

(h)

Insurance risk

Insurance against all risks associated with the Company’s activities is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs. However, it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

(i) Investment speculative

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

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

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

9. INDEPENDENT GEOLOGIST’S REPORT

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10. FINANCIAL INFORMATION

10.1 Basis of Preparation

This section contains Historical Financial Information and Pro Forma Financial Information (collectively the ‘Financial Information’) for Green Rock Energy Limited as at 30 June 2014.

The Financial Information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and Interpretations and the accounting policies adopted by Green Rock Energy Limited as detailed in Section 10.3.

The Pro Forma Financial Information has been derived from the Historical Financial Information and assumes the completion of the pro forma adjustments as set out in Section 10.4 (‘Pro Forma Adjustments’) as if those adjustments had occurred as at 30 June 2014.

The Financial Information contained in this section of the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are provided in a financial report prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards and Interpretations.

The Financial Information comprises:

(a) The audited statement of financial position of Green Rock Energy Limited as at 30 June 2014 (Historical Financial Information); and
(b) The Pro Forma Statement of Financial Position of the Company as at 30 June 2014, prepared on the basis that the pro forma adjustments detailed in Section 10.4 had occurred on that date; and
(c) The Pro Forma Adjustments set out in Section 10.4; and
(d) The notes to the Financial Information.

The Pro Forma Statement of Financial Position in Section 10.2 has been presented on both a maximum and minimum capital raising scenario described further in Section 10.4.5.

10.2 Historical and Pro Forma Statement of Financial Position

Note Current Assets Cash and cash equivalents Trade and other receivables Other Financial Assets 10.5 10.6 Total current assets Non-Current Assets Property, plant and equipment Exploration and Evaluation assets Other financial assets 10.7 10.8 Total non-current assets Total Assets Current Liabilities Trade and other payables Total current liabilities Total Liabilities Net Assets Equity Issued capital 10.9 Reserves 10.10 Accumulated losses 10.11 Total Equity	Historical as at 30 June 2014 Pro Forma as at 30 June 2014 Pro Forma as at 30 June 2014 $ Maximum subscription $ Minimum subscription $
	801,258 24,896 400,000 3,260,146 24,896 1,640,000 2,322,374 24,896 1,640,000
	1,226,154 4,925,042 3,987,270
	3,526 334,454 105,300 3,526 2,864,060 105,300 3,526 2,864,060 105,300
	443,280 2,972,886 2,972,886
	1,669,434 7,897,928 6,960,156
	81,171 81,171 81,171
	81,171 81,171 81,171
	81,171 81,171 81,171
	1,588,263 7,816,757 6,878,985
	31,311,043 35,900,784 35,115,632 1,247,528 1,805,148 1,652,528 (30,970,308) (29,889,175) (29,889,175)
	1,588,263 7,816,757 6,878,985

This statement should be read in conjunction with the accompanying notes.

10.3 Summary of Significant Accounting Policies

The significant accounting policies that have been adopted in the preparation of the Financial Information are:

10.3.1 Reporting Framework

The Financial Information has been prepared in accordance with the recognition and measurement, but not all the disclosure, requirements specified by all Australian Accounting Standards and Interpretations and the Corporations Act 2001.

The Financial Information has been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value, as explained in the accounting policies below.

The Financial Information is presented in Australian dollars, unless otherwise noted.

10.3.2 Accounting Estimates and Judgments

In the application of the accounting policies the directors are required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Judgments made by the directors in the application of the accounting policies that have a significant effect on the Financial Information are disclosed, where applicable, in the relevant notes to the Financial Information.

10.3.3 Going Concern

The Financial Information has been prepared on the going concern basis which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The Company is currently in transition from being a geothermal & hydrocarbon focused company to a graphite exploration company. As a result, the consolidated entity has surrendered its geothermal permits, with the South Australian permits currently subject to processing by relevant Government bodies for relinquishment.

On 28 July 2014, the Company completed a placement via the issue of a further 213,000,000 fully paid shares at $0.003 to raise $639,000 (before capital raising costs) to fund ongoing working capital activities. As part of the aforementioned placement, 66,000,000 unlisted options (3,300,000 post Consolidation) were issued on 20 January 2015. The options have an exercise price of $0.01 ($0.20 post consolidation).

On 7 July 2014 and 22 August 2014, the Company announced to the ASX that it had entered into option agreements to acquire 4 Graphite projects in Tanzania. As part of these agreements, the company will incur minimum exploration expenditure commitments totalling $1 million to be spent over the first 12 months post settlement of the agreements. The option agreements are subject to the satisfaction of various conditions precedent, including, the company obtaining all necessary regulatory and shareholder approvals under the ASX Listing Rules, Corporations Act 2001 (Cth) (Corporations Act) or any other law to allow completion of the transaction.

On 23 December 2014, the Company announced that the Copulos Group had agreed to provide a $1,000,000 loan facility to the Company, which, subject to the approval of Shareholders, would be converted into equity as part of the Offer. On 23 December 2014, the Company received the loan funds from the Copulos Group. The effect of this conversion will be that the Company will not receive in cash the full amount being offered under the prospectus for the Offer, but will convert the $1,000,000 loan debt into equity by offsetting the application of the Copulos Group for Shares (and Options) under the Offer against the loan debt. This will have the same effect as if they subscribed for Shares and Options under the Offer and the funds raised were used to repay that loan debt. As part of the Prospectus Offer the Copulos Group has committed to a contribution of $1,500,000 including the loan facility.

The directors are satisfied that the going concern basis of preparation is appropriate and accordingly, the Financial Information has been prepared on the going concern basis. The independent auditors report on the financial report as at and for the year ended 30 June 2014 of Green Rock Energy Limited contained an Emphasis of Matter paragraph drawing attention to a material uncertainty regarding the ability of the Company and the consolidated entity to continue as going concerns.

10.3.4 Basis of Consolidation

The Financial Information incorporates the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

10.3.5 Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The Group’s investment in associate (46% interest in Central European Geothermal Energy Private Company Limited) was fully impaired at 30 June 2014.

10.3.6 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

10.3.7 Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

10.3.8 Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are incurred.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

10.3.9 Foreign currency translation

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (‘$’), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non- monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the

fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:

exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
exchange differences on transactions entered into in order to hedge certain foreign currency risks; and
exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

For the purpose of presenting the Financial Information, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at 30 June 2014 Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).

10.3.10 Government Grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

10.3.11 Provisions for Employee Entitlements

Liabilities for wages and salaries, annual leave and other current employee entitlements expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

Liabilities for long service leave and other non-current employee entitlements expected to be settled in more than 12 months of the reporting date are recognised in other non-current payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Contributions to employee superannuation plans are charged as an expense as the contributions are paid or become payable.

10.3.12 Share-based payment transactions

The Company provides benefits to employees and others (i.e. consultants) of the Company in the form of share- based payment transactions, whereby employees and others render services in exchange for shares or rights over shares (Equity–settled transactions).

There is currently one plan in place to provide these benefits being an Employee Share Option Plan (ESOP), which provides benefits to Directors, senior executives and staff.

The cost of these equity-settled transactions is measured by reference to fair value at the date at which they are granted. An external valuer using the BlackScholes model determines the fair value.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Green Rock Energy Limited (market conditions).

The cost of equity-settled securities is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date).

10.3.13 Taxation

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted by reporting date. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred asset or a liability is recognised in relation to those temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities

where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Green Rock Energy Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation.

The head entity, Green Rock Energy Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the taxconsolidated group continues to be a stand-alone taxpayer in its own right.

In addition to its own current and deferred tax amounts, Green Rock Energy Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax-consolidated group.

10.3.14 Property, Plant and Equipment

Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value. The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists where the carrying values exceed the estimated recoverable amount, the assets or cash generating units are written down to their recoverable amount.

Depreciable non-current assets are depreciated over their expected economic life using the straight-line method. Profits and losses on disposal of non-current assets are taken into account in determining the operating loss for the year. The depreciation rate used for each class of assets is as follows:

Plant and equipment: 7.5% - 40%

10.3.15 Exploration Expenditure

For each areas of interest, expenditure incurred in the acquisition of the right to explore is capitalised and recognised as an Exploration and Evaluation Asset. Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet

reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, otherwise costs are expensed.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

10.3.16 Impairment

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cashgenerating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

10.3.17 Financial Instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is designated as at FVTPL.

A financial asset is classified as held for trading if:

it has been acquired principally for the purpose of selling it in the near term; or
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of shortterm profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk

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management or investment strategy, and information about the grouping is provided internally on that basis; or

it forms part of a contract containing one or more embedded derivatives, and AASB 139 ‘Financial Instruments: Recognition and Measurement’ permits the entire combined contract to be designated as at FVTPL.

Financial assets at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘other gains and losses’ line item.

10.3.18 Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date, which are classified as non-current assets. Loans and receivables are included in other financial assets in the statement of financial position.

10.3.19 Held-to-maturity investments

Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. At reporting date, the consolidated entity did not hold any held-to-maturity investments.

10.3.20 Available-for-sale financial assets

Listed shares held by the Group that are traded in an active market are classified as AFS and are stated at fair value. At reporting date, the consolidated entity did not hold any listed shares. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the investments revaluation reserve, with the exception of impairment losses, interest calculated using the effective interest method, and foreign exchange gains and losses on monetary assets, which are recognised in profit or loss.

Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss.

Dividends on AFS equity instruments are recognised in profit or loss when the Group’s right to receive the dividends is established.

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The foreign exchange gains and losses that are recognised in profit or loss are determined based on the amortised cost of the monetary asset. Other foreign exchange gains and losses are recognised in other comprehensive income.

10.3.21 Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of

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ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

10.3.22 Subsequent measurement

Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.

Available-for-sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the statement of profit or loss and other comprehensive income within other income or other expenses in the period in which they arise. Dividend income from financial assets at fair value through profit and loss is recognised in the statement of profit or loss and other comprehensive income as part of revenue from continuing operations when the consolidated entity’s right to receive payments is established.

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences related to changes in the amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in equity. Changes in the fair value of other monetary and non-monetary securities classified as available-forsale are recognised in equity.

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the

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present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss in the period.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of AFS equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. In respect of AFS debt securities, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss are not reversed through the statement of profit or loss and other comprehensive income.

10.3.15 Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

(a) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
(b) For receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

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10.4 Summary of Pro Forma Adjustments

The Pro Forma Financial Information has been derived from the Historical Financial information as at 30 June 2014 adjusted to give effect to the following actual or proposed significant events and transactions by Green Rock Energy Limited subsequent to 30 June 2014:

10.4.1 Mahenge North Graphite Project Acquisition

On 7 July 2014, the Company entered into a binding terms sheet with Asab Resources (Tanzania) Limited (Asab) and Kabunga Holdings Pty Ltd (Kabunga) for the option to acquire 100% of Asab’s interest in Prospecting Licence 7802/2012 (Prospecting Licence) that makes up the Mahenge North Graphite Project (Mahenge North Option). Details in relation to the material terms and conditions of the Mahenge North Option are disclosed in the Prospectus (Section 14).

The Company exercised the Mahenge North Option on 18 September 2014. Refer section 10.12 for additional commitments arising on this transaction.

The Pro Forma Adjustments for the Mahenge North Option are:

Option fee - $50,000, plus the issue of 33,333,333 pre-consolidation shares issued at $0.001 per share, being the market value per share on 7 July 2014 or a total of $33,333; and
Completion Consideration – the issue of 166,666,667 pre-consolidation shares (post consolidation 8,333,333 shares) issued at $0.004 per share, being the market value per share on 18 September 2014 or a total of $666,667.

10.4.2 Mahenge Graphite Project Acquisition

On 22 August 2014, the Company entered into an exclusive option agreement to acquire 100% of the issued capital of Mahenge Resources Limited (Mahenge Resources Option). Mahenge held an option to acquire the Prospecting Licence Applications HQ P28539 (has now been converted to a prospecting licence – PL10426/2014) and HQ P28540 (has now been converted to a prospecting licence – PL10427/2014) together with Prospecting Licence PL10111/2014 (Mahenge Licences). Details in relation to the material terms and conditions of the Mahenge Resources Option are disclosed in the Prospectus (Section 14).

The Company exercised the Mahenge Resources Option on 18 September 2014. In addition, the Company agreed to provide a loan for USD$110,000 to Mahenge Resources Limited for the purpose of Mahenge Resources Limited securing and exercising its option with the ultimate vendor to acquire the Mahenge Licences. A summary of the terms of the loan agreement is set out in Section 14 of the Prospectus. Refer Section 10.12 for additional commitments arising on the Mahenge Resources Option.

The Pro Forma Adjustments for the Mahenge Resources Option are:

Option fee - $50,000, plus the issue of 8,000,000 pre-consolidation shares issued at $0.004 per share, being the market value per share on 22 August 2014 or a total of $32,000; and
Completion Consideration – US$110,000 (AUD$130,102), plus the issue of 80,000,000 pre-consolidation shares (post consolidation 4,000,000 shares)

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issued at $0.004 per share, being the market value per share on 18 September 2014 or a total of $320,000.

10.4.3 Kabunga Holdings Graphite Agreement

By letter agreement dated 3 October 2014, the Company entered into an exclusive option agreement with Kabunga Holdings Pty Ltd (KHL) (KHL Option) relating to five Prospecting Licence Applications (KHL Permits). Details in relation to the material terms and conditions of the KHL Option are disclosed in the Prospectus (Section 14).

The Pro Forma Adjustments for the KHL Option are:

in consideration for payment of the US$45,000 (non-refundable) option fee (AUD$51,142) to KHL, the Company was given the exclusive option to undertake due diligence on the KHL Permits. This amount is included in tenement acquisition costs.

For other commitments arising on the KHL Option including the consideration payable if the option is exercised – refer to section 10.12.

10.4.4 Divestment of Ocean Hill Hydrocarbon Asset

On 22 October 2014, the Company announced to the ASX that it has executed an agreement with Eneabba Gas Limited (Eneabba or ENB) to sell 100% of the Ocean Hill Block Application (STP EPA 0090, formerly designated Bid Area L12-7), located in the North Perth Basin, Western Australia (Ocean Hill Block). Details in relation to the material terms and conditions of the divestment are disclosed in the Prospectus (section 14.7).

The Ocean Hill Block divestment will allow GRK to focus purely on its prospective Tanzanian Projects.

The Pro Forma Adjustments for the divestment of the Ocean Hill Block are:

Upfront receipt of $30,000 on signing of binding agreement;
Cash to be received on completion of $300,000;
On completion, the receipt of 40,000,000 Eneabba Ordinary Shares which have been valued at $0.031 per share, being the market value on 5 February 2015 or a total of $1,240,000;
Disposal of capitalised exploration and evaluation expenditure of $334,454; and
Recognition of a gain on divestment of $1,235,546.

10.4.5 Prospectus Offer

On 24 October 2014, ASX granted the Company a waiver to enable the Company to undertake a Capital Raising at 5 cents per Share and to have Options on issue with an exercise price less than 20 cents. The waiver is conditional upon Shareholders approving the price at which the Capital Raising is being undertaken. Details of the Prospectus Offer are noted in Section 6 of the Prospectus.

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Shareholder approval is being sought on 4 March 2015, such that the total number of Shares and Options issued for the Capital Raising is not more than 70,000,000 Shares and 35,000,000 Options (on a post-Consolidation basis).

The Pro Forma Adjustments in relation to the Prospectus Offer are:

the maximum number of Shares and Options to be issued on a postConsolidation basis is 70,000,000 Shares at an issue price of $0.05 per share and 35,000,000 Options totalling $3,500,000. The Company has valued the options using the Binomial option pricing model which attaches a value to the options of $534,170; and
the minimum number of Shares and Options to be issued on a postConsolidation basis is 50,000,000 Shares at an issue price of $0.05 per share and 25,000,000 Options totalling $2,500,000. The Company has valued the options using the Binomial option pricing model which attaches a value to the options of $381,550.

10.4.6 Westoria Consulting Agreement

The Company has entered into a consultancy agreement with Westoria Capital Pty Ltd (Westoria) pursuant to which the Company engaged Westoria to provide project management, geological site and field services, administration and accounting services in respect of the Company’s projects in Tanzania.

The Company is obliged to pay to Westoria a total of 23,333,334 preconsolidation shares as a success fee following the entry into the agreement to acquire 100% of the shares in Mahenge. At the date of this report, the Company has allotted 23,333,334 shares.

The Pro Forma Adjustments in relation to the Westoria Consulting Agreement are:

the issue of 23,333,334 pre-consolidation shares issued at $0.004 per share, being the market value per share on 22 August 2014, which was the date the Mahenge Resources Option was executed, or a total of $93,333.

10.4.7 Share Consolidation

On 24 October 2014, ASX granted the Company a waiver to enable the Company to undertake a Capital Raising at 5 cents per Share. As part of the Capital Raising, the Company is required to undertake a Share Consolidation. Shareholder approval was granted on 15 December 2014, for the approval of a 20 for 1 share consolidation, with the Company finalising the share consolidation on 4 February 2015.

The Pro Forma Adjustments in relation to the Share Consolidation are:

the consolidation of the existing issued shares and options of the Company on a 20:1 ratio occurred on 4 February 2015.

10.4.8 Private Placement

On 23 July 2014 the Company announced to the ASX that it had placed with existing and new institutional shareholders for working capital purposes 213,000,000 pre-consolidation shares at an issue price of $0.003 per share, together with 66,000,000 options exercisable $0.01, which was granted at the shareholder meeting held on 15 December 2014.

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The Pro Forma Adjustments in relation to the private placement are:

Issue of 213,000,000 pre-consolidation shares to raise a total of $639,000;
Issue of 66,000,000 pre-consolidation options. The Company has valued the options using the Binomial option pricing model which attaches a value to the options of $23,450, which has been offset against share capital; and
Capital raising costs of 6% of the private placement being $38,340, which has been offset against share capital.

10.4.9 Share Capital Raising Costs

Included in the prospectus are capital raising costs which are the estimated costs associated with ASIC fees, ASX quotation fees, fees for Investigating Accountant’s Report, fees for Independent Geologist’s Report, fees for Solicitor’s Title Report, Legal fees associated with the prospectus and printing and despatch costs.

The Pro Forma Adjustments in relation to the capital raising costs in total are:

Maximum subscription, capital raising costs totalling $257,440; and
Minimum subscription, capital raising costs totalling $195,212;

These fees have been offset against share capital.

10.4.10 Exploration and Evaluation Expenditure

Since the execution of the Mahenge Graphite Project agreements, the Company has spent $791,756 in relation to tenement acquisition costs and exploration activity, as required by these option agreements. These amounts have been capitalised to exploration and evaluation asset.

The Pro Forma Adjustments are:

Capitalised exploration and evaluation asset of $791,756 relating to tenement acquisition costs and exploration activity.

10.4.11 Performance Rights

Subject to shareholder approval being sought on 4 March 2015, the Company plans to issue 6,700,000 performance rights to the directors of the Company. Details of the performance rights are disclosed in the prospectus (Section 13.2). The Company has valued the performance rights using the Binomial option pricing model which attaches a value to the performance rights of $335,000. This has not been included as a Pro Forma Adjustment, as the expense will be recognised over the vesting period of the performance rights from their grant date being 4 March 2015.

10.4.12 Maiden Drilling Programme

As confirmed in the prospectus dated 4 December 2014, the Company noted its intention to proceed with a maiden drilling programme on the Mahenge Graphite Projects. The Company entered into a drilling contract during January 2015 with estimated costs of USD$405,000.

107

The Pro Forma Adjustments are:

Capitalised exploration and evaluation asset of USD$405,000 (AUD$520,031) relating to proposed exploration work.

As at the date of the report, the Company has approximately 2 weeks remaining on its maiden drilling programme.

10.4.13 Extension of Option Acquisition Agreements

As announced to the ASX on 22 December 2014, the Company agreed with the vendors of the Mahenge Graphite Projects to extend the term of the agreements through to 31 March 2015. As part of the extension to 31 March 2015 the Company agreed to:

(a) Green Rock to issue USD$50,000 in ordinary shares to each vendor at an issue price of $0.0025.
(b) Green Rock agrees to pay the rental fees due on the prospecting licences during the upcoming 12-month period.

The Pro Forma Adjustments are:

Issue of 48,863,916 pre-consolidation shares at $0.002 per share being the market value per share on 22 December 2014 or a total of $97,728; and
Cash consideration of a total of $121,301 relating to rental fees and late penalty fees due on the prospecting licences.

10.4.14 Loan Agreement

On 23 December 2014, the Company announced that the Copulos Group had agreed to provide a $1,000,000 loan facility to the Company, which, subject to the approval of Shareholders, would be converted into equity as part of the Offer. On 23 December 2014, the Company received the loan funds from the Copulos Group. The effect of this conversion will be that the Company will not receive in cash the full amount being offered under the prospectus for the Offer, but will convert the $1,000,000 loan debt into equity by offsetting the application of the Copulos Group for Shares (and Options) under the Offer against the loan debt. This will have the same effect as if they subscribed for Shares and Options under the Offer and the funds raised were used to repay that loan debt. As part of the loan agreement a facility fee payable in shares in the Company of USD$50,000 will be allotted subject to approval from shareholders at the 4 March 2015 shareholder meeting.

The Pro Forma Adjustments are:

Issue of 1,221,598 post-consolidation shares at $0.05 per share being the market value per share on completion of the prospectus or a total of US$50,000 (AUD$61,080).

108

10.5 Cash Assets

Note Cash at bank 30 June 2014 Capital raising – July 2014 placement (net of capital raising costs) 10.4.8 Capital raising – prospectus (net of capital raisings costs) 10.4.5, 10.4.9 Proceeds from Divestment of Ocean Hill 10.4.4 Capitalised exploration and evaluation costs – Tanzanian Graphite Projects 10.4.10 Tenement Acquisition costs relating to the Mahenge North Option 10.4.1 Tenement Acquisition costs relating to the Mahenge Resources Option 10.4.2 Tenement Acquisition costs relating to the KHL Option 10.4.3 Maiden Drilling Programme 10.4.12 Extension of Option acquisition agreements 10.4.13 10.6 Current - Other Financial Assets Note Loan Receivable – Sunbird Energy Investments - Held for Trading 10.4.4	Note Cash at bank 30 June 2014 Capital raising – July 2014 placement (net of capital raising costs) 10.4.8 Capital raising – prospectus (net of capital raisings costs) 10.4.5, 10.4.9 Proceeds from Divestment of Ocean Hill 10.4.4 Capitalised exploration and evaluation costs – Tanzanian Graphite Projects 10.4.10 Tenement Acquisition costs relating to the Mahenge North Option 10.4.1 Tenement Acquisition costs relating to the Mahenge Resources Option 10.4.2 Tenement Acquisition costs relating to the KHL Option 10.4.3 Maiden Drilling Programme 10.4.12 Extension of Option acquisition agreements 10.4.13 10.6 Current - Other Financial Assets Note Loan Receivable – Sunbird Energy Investments - Held for Trading 10.4.4	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $
		801,258 801,258 801,258 - 600,660 600,660 - 3,242,560 2,304,788 - 330,000 330,000 - (791,756) (791,756) - (50,000) (50,000) - (180,102) (180,102) - (51,142) (51,142) - (520,031) (520,031) - (121,301) (121,301)
		801,258 3,260,146 2,322,374
		Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $ 400,000 400,000 400,000 - 1,240,000 1,240,000 400,000 1,640,000 1,640,000

During 2014 the Company completed a $400,000 debt investment in Sunbird Energy Limited. The loan matures on 10 March 2015 with a coupon rate of 20%. For the purposes of this report, no interest has been accrued. The funds have been loaned through a Trust arrangement with Green Rock being a secured beneficiary of that Trust. The loan facility is fully secured against Sunbird’s ownership of Sunbird Energy (Ibhubesi) Pty Ltd which holds 22.8% working interest in the Ibhubesi Gas Project.

109

On 22 October 2014 the Company announced to the ASX that it had executed an agreement with Eneabba Gas Limited to sell 100% of the Ocean Hill Block Application. The consideration included 40,000,000 Eneabba Gas Limited shares, for the purposes of this report, the Eneabba Gas Shares have been valued at the share price on 5 February 2015 at $0.031 per share. The shares are escrowed until 15 November 2015. The directors of the Company have classified the Eneabba Gas Shares as current, as it is their intention to dispose of these shares within twelve months from the date of the lodgement of this prospectus.

10.7 Exploration & Evaluation

Note Balance at 30 June 2014 Divestment of Ocean Hill 10.4.4 Tenement Acquisition costs relating to the Mahenge North Option 10.4.1 Tenement Acquisition costs relating to the Mahenge Resources Option 10.4.2 Tenement Acquisition costs relating to the KHL Option 10.4.3 Capitalised exploration and evaluation costs – Tanzanian Graphite Projects 10.4.10 Maiden Drilling Programme 10.4.12 Extension of Option acquisition agreements 10.4.13	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $
	334,454 334,454 334,454 - (334,454) (334,454) - 750,000 750,000 - 532,102 532,102 - 51,142 51,142 - 791,756 791,756 - 520,031 520,031 - 219,029 219,029
	334,454 2,864,060 2,864,060

Note
Balance at 30 June 2014
Divestment of Ocean Hill
10.4.4
Tenement Acquisition costs
relating to the Mahenge North
Option
10.4.1
Tenement Acquisition costs
relating to the Mahenge
Resources Option
10.4.2
Tenement Acquisition costs
relating to the KHL Option
10.4.3
Capitalised exploration and
evaluation costs – Tanzanian
Graphite Projects
10.4.10
Maiden Drilling Programme
10.4.12
Extension of Option acquisition
agreements
10.4.13

Green Rock
Energy
Limited
30 June 2014
Audited
Pro Forma
30 June 2014
Maximum
subscription
Pro Forma
30 June 2014
Minimum
subscription
$ $ $

334,454
334,454
334,454
-
(334,454)
(334,454)
-
750,000
750,000
-
532,102
532,102
-
51,142
51,142
-
791,756
791,756
-
520,031
520,031
-
219,029
219,029

334,454
2,864,060
2,864,060

The ultimate recoupment of capitalised exploration expenditure is dependent upon the successful development and/or commercial exploitation or, alternatively through the sale of the respective underlying licences.

110

10.8 Other Financial Assets

Note Other financial assets	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $
	105,300 105,300 105,300
	105,300 105,300 105,300

In compliance with the requirements of the South Australian Petroleum Act of 2000, the Company is required to lodge and maintain with the Minister, for the satisfaction of obligations arising under the Act or the Geothermal Exploration Licences (GELs) granted, security of $100,000. The security is to be lodged in cash or an unconditional irrevocable bank guarantee or a letter of credit from a financial institution approved by the Minister.

10.9 Share Capital

Note
Issued capital
Placement July 2014
10.4.8
Allocation to Option Reserve
10.4.8
Share issue relating to the
Mahenge North Option
10.4.1
Share issue relating to the
Mahenge Resources Option
10.4.2
Share issue relating to Westoria
Consulting Agreement
10.4.6
Shares issued per prospectus offer
10.4.5
Allocation to Option Reserve
10.4.5
Share issue costs
10.4.8,
10.4.9
Extension of Option acquisition
agreements
10.4.13
Loan Agreement
10.4.14

Green Rock
Energy Limited
30 June 2014
Audited
Pro Forma
30 June 2014
Maximum
subscription
Pro Forma
30 June 2014
Minimum
subscription
$ $ $ 31,311,043
31,311,043
31,311,043
-
639,000
639,000
-
(23,450)
(23,450)
-
700,000
700,000
-
352,000
352,000
-
93,333
93,333
-
3,500,000
2,500,000
-
(534,170)
(381,550)

-
(295,780)
(233,552)
-
97,728
97,728
-
61,080
61,080
31,311,043
35,900,784
35,115,632

111

Note Number of shares Issued capital Placement July 2014 10.4.8 Share issue relating to the Mahenge North Option 10.4.1 Share issue relating to the Mahenge Resources Option 10.4.2 Share issue relating to Westoria Consulting Agreement 10.4.6 Extension of Option acquisition agreements 10.4.13 Share consolidation (20:1 ratio) 10.4.7 Shares issued per prospectus offer 10.4.5 Loan Agreement – Facility Fee 10.4.14 Note Number of options Issued options Placement July 2014 10.4.8 Expiry of Unlisted Options in November 2014 Expiry of listed options January 2015 Option Consolidation (20:1 ratio) 10.4.7 Options issued per prospectus offer 10.4.5	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription No. No. No. 1,941,273,090 1,941,273,090 1,941,273,090 - 213,000,000 213,000,000 - 200,000,000 200,000,000 - 88,000,000 88,000,000 - 23,333,334 23,333,334 - 48,863,916 48,863,916 - (2,388,746,316) (2,388,746,316) - 70,000,000 50,000,000 1,221,598 1,221,598 1,941,273,090 196,945,622 176,945,622
	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription No. No. No. 871,823,128 871,823,128 871,823,128 - 66,000,000 66,000,000 - (10,600,000) (10,600,000) (819,823,128) (819,823,128) - (102,029,997) (102,029,997) - 35,000,000 25,000,000 871,823,128 40,370,003 30,370,003

Note
Number of shares
Issued capital
Placement July 2014
10.4.8
Share issue relating to the
Mahenge North Option
10.4.1
Share issue relating to the
Mahenge Resources Option
10.4.2
Share issue relating to Westoria
Consulting Agreement
10.4.6
Extension of Option acquisition
agreements
10.4.13
Share consolidation (20:1 ratio)
10.4.7
Shares issued per prospectus offer
10.4.5
Loan Agreement – Facility Fee
10.4.14
Note
Number of options
Issued options
Placement July 2014
10.4.8
Expiry of Unlisted Options in
November 2014
Expiry of listed options January
2015
Option Consolidation (20:1 ratio)
10.4.7
Options issued per prospectus
offer
10.4.5

Green Rock
Energy Limited
30 June 2014
Audited
Pro Forma
30 June 2014
Maximum
subscription
Pro Forma
30 June 2014
Minimum
subscription
No.
No.
No.
1,941,273,090
1,941,273,090
1,941,273,090
-
213,000,000
213,000,000
-
200,000,000
200,000,000
-
88,000,000
88,000,000
-
23,333,334
23,333,334
-
48,863,916
48,863,916
-
(2,388,746,316)
(2,388,746,316)
-
70,000,000
50,000,000
1,221,598
1,221,598
1,941,273,090
196,945,622
176,945,622

Green Rock
Energy Limited
30 June 2014
Audited
Pro Forma
30 June 2014
Maximum
subscription
Pro Forma
30 June 2014
Minimum
subscription
No.
No.
No.
871,823,128
871,823,128
871,823,128
-
66,000,000
66,000,000
-
(10,600,000)
(10,600,000)
(819,823,128)
(819,823,128)
-
(102,029,997)
(102,029,997)
-
35,000,000
25,000,000
871,823,128
40,370,003
30,370,003

112

Note Number of performance rights Issued performance rights Issue of performance rights to directors 10.4.11	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription No. No. No.
	- - - - 6,700,000 6,700,000
	- 6,700,000 6,700,000

10.10 Reserves

Note Share options reserve Share based payments reserve Foreign Translation Reserve Note Movement in Share options reserve Share options reserve Options under Placement July 2014 10.4.8 Option issue per prospectus offer 10.4.5	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $
	158,332 715,952 563,332 1,148,259 1,148,259 1,148,259 (59,063) (59,063) (59,063)
	1,247,528 1,805,148 1,652,528
	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $
	158,332 158,332 158,332 - 23,448 23,449 - 534,172 381,551
	158,332 715,952 563,332

113

10.11 Accumulated Losses

Note Balance at 30 June 2014 Cost of shares relating to Westoria Consulting Agreement 10.4.6 Gain on divestment of Ocean Hill 10.4.4 Loan Agreement – Facility Fee 10.4.14	Green Rock Energy Limited 30 June 2014 Audited Pro Forma 30 June 2014 Maximum subscription Pro Forma 30 June 2014 Minimum subscription $ $ $
	(30,970,308) (30,970,308) (30,970,308) - (93,333) (93,333) - 1,235,546 1,235,546 (61,080) (61,080)
	(30,970,308) (29,889,175) (29,889,175)

10.12 Commitments for Expenditure

10.12.1 Geothermal & Hydrocarbon

The Company is currently in transition from being Geothermal & Hydrocarbon focused to a Graphite Resources company. As a result, the Company has applied for relinquishment all of its Geothermal Assets in Western Australia and South Australia with relevant Government bodies, subsequent to 30 June 2014.

The exploration commitment in relation to the Western Australian permits with the relevant statutory bodies over the geothermal permits prior to relinquishment was estimated to be approximately $143m. As a result of the relinquishment and approval of surrender by the relevant statutory bodies, the Company no longer has these exploration commitments.

With regards to the Company’s South Australian Geothermal Permits now in the process of being relinquished, there may be a requirement for the Company to undertake remedial work on a previously drilled geothermal well. This exposure is covered by way of a cash backed bond ($105,300) with the South Australian Department for Manufacturing, Innovation, Trade, Resources and Energy – refer section 10.8. The Company estimates that the remedial work will total approximately $60,000.

10.12.2 Mahenge Graphite Projects

On 7July 2014 and 22 August 2014, the Company announced to the ASX that it had entered into agreements to acquire four Graphite projects in Tanzania. As part of these agreements, the company has agreed to minimum exploration expenditure commitments totalling $1m to be acquitted over the first 12 months post settlement of the option agreements.

Subject to satisfaction of certain milestones, the Company will be required to make milestone payments to the vendors of the Mahenge North Option and Mahenge Resources Option transactions. These milestone payments are detailed in section 14 of this Prospectus and comprise:

114

Mahenge North Graphite Project

The company is also committed to make the following milestone payments as required:

$250,000 cash or equivalent number of fully paid Green Rock Energy Limited shares (at the election of the vendor) upon announcement of a JORC compliant resource of greater than 250,000 tonnes of contained graphite at >7% TGC is announced;
$250,000 cash or cash equivalent number of fully paid Green Rock Energy Limited shares (at the election of the vendor) to be paid when the company share price exceeds a VWAP of $0.005 for a period of at least ten consecutive trading days. The final number of shares issued will be based on $0.005 per share; and
$500,000 cash or cash equivalent number of fully paid Green Rock Energy Limited shares (at the election of the vendor) upon announcement of a JORC compliant resource of greater than 1,000,000 tonnes of contained graphite at >7% TGC.

Mahenge Resources Graphite Projects

The company is also committed to make the following milestone payments as required:

$250,000 cash or equivalent number of fully paid Green Rock shares (at the election of the vendor) upon announcement of a JORC compliant resource of greater than 250,000 tonnes of contained graphite at >9% TGC is announced. Issue price of shares to be calculated based on the preceding seven (7) day VWAP; and
AUD$375,000 cash and the equivalent value (AUD$375,000) in GRK Shares to be paid when a JORC compliant Resource with greater than 1,000,000 tonnes of contained graphite at >9% total graphite content at any of the Projects is announced by GRK on the ASX. The issue price of GRK Shares is to be calculated based on the VWAP of GRK Shares in the 5 days prior to the release of the announcement.

10.12.3 Kabunga Holdings

On 3 October 2014 the Company entered into an exclusive option agreement with Kabunga Holdings Pty Ltd relating to five Prospecting Licences (KHL Option). The Option expires in June 2015. Should the Company exercise its option, consideration payable will be US$60,000 cash and the issue of shares in the Company to the value of US$60,000.

10.12.4 Other Matters

On 3 October 2014, the Company entered into an option acquisition agreement with Interstate Mining & Minerals (T) Limited relating to five Tanzanian gem stone licences. The completion of the acquisition did not occur in accordance with the original agreement and the Company will be revisiting the acquisition, together with the terms and conditions in 2015. Accordingly, there are no expenditure commitments associated with these tenements.

10.13 Related Parties

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus (Sections 5.12, 5.13, 13.2, 14.9 and 14.11).

115

10.14 Contingent Liabilities

At the date of the Prospectus no material contingent liabilities exist.

116

11. INVESTIGATING ACCOUNTANT’S REPORT

[commences on following page]

117

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Financial Services Guide

What is a Financial Services Guide?

This Financial Services Guide (FSG) provides important information to assist you in deciding whether to use our services. This FSG includes details of how we are remunerated and deal with complaints.

Where you have engaged us, we act on your behalf when providing financial services. Where you have not engaged us, we act on behalf of our client when providing these financial services, and are required to give you an FSG because you have received a report or other financial services from us. The person who provides the advice is an Authorised Representative (AR) of Deloitte Corporate Finance Pty Limited (DCF), which authorises the AR to distribute this FSG. Their AR number is included in the report which accompanies this FSG.

What financial services are we licensed to provide?

We are authorised to provide financial product advice and to arrange for another person to deal in financial products in relation to securities, interests in managed investment schemes, government debentures, stocks or bonds to retail and wholesale clients. We are also authorised to provide personal and general financial product advice and deal by arranging in derivatives and regulated emissions units to wholesale clients, and general financial product advice relating to derivatives to retail clients.

Our general financial product advice

Where we have issued a report, our report contains only general advice. This advice does not take into account your personal objectives, financial situation or needs. You should consider whether our advice is appropriate for you, having regard to your own personal objectives, financial situation or needs.

If our advice is provided to you in connection with the acquisition of a financial product you should read the relevant offer document carefully before making any decision about whether to acquire that product.

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Our fees are usually determined on a fixed fee or time cost basis and may include reimbursement of any expenses incurred in providing the services. Our fees are agreed with, and paid by, those who engage us. Clients may request particulars of our remuneration within a reasonable time after being given this FSG.

Other than our fees, we, our directors and officers, any related bodies corporate, affiliates or associates and their

directors and officers, do not receive any commissions or other benefits.

All employees receive a salary and while eligible for annual salary increases and bonuses based on overall performance they do not receive any commissions or other benefits as a result of the services provided to you. The remuneration paid to our directors reflects their individual contribution to the organisation and covers all aspects of performance.

We do not pay commissions or provide other benefits to anyone who refers prospective clients to us.

Associations and relationships

We are ultimately controlled by the Deloitte member firm in Australia (Deloitte Touche Tohmatsu). Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu. We and other entities related to Deloitte Touche Tohmatsu:

do not have any formal associations or relationships with any entities that are issuers of financial products
may provide professional services to issuers of financial products in the ordinary course of business.

What should you do if you have a complaint?

If you have any concerns regarding our report or service, please contact us. Our complaint handling process is designed to respond to your concerns promptly and equitably. All complaints must be in writing to the address below.

If you are not satisfied with how we respond to your complaint, you may contact the Financial Ombudsman Service (FOS). FOS provides free advice and assistance to consumers to help them resolve complaints relating to the financial services industry. FOS’ contact details are also set out below.

The Complaints Officer Financial Ombudsman Service PO Box N250 GPO Box 3 Grosvenor Place Melbourne VIC 3001 Sydney NSW 1220 [email protected] [email protected] www.fos.org.au Fax: +61 2 9255 8434 Tel: 1300 780 808 Fax: +61 3 9613 6399

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Deloitte Australia holds professional indemnity insurance that covers the financial services provided by us. This insurance satisfies the compensation requirements of the Corporations Act 2001 (Cth).

July 2014

Deloitte Corporate Finance Pty Limited, ABN 19 003 883 127, AFSL 241457 of Level 1 Grosvenor Place, 225 George Street, Sydney NSW 2000

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12. SOLICITOR’S REPORT ON TENEMENTS

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GREEN ROCK ENERGY LIMITED

Legal Due Diligence Report for Purposes of Inclusion in a Prospectus by Green Rock Energy Limited with respect to the Corporate Status of ASAB Resources Limited and Mahenge Resources Limited and the Mineral Rights held by them

PREPARED BY:

REXATTORNEYS REX HOUSE 145 MAGORE STREET P.O. BOX 7495 DAR ES SALAAM TANZANIA

Tel. No.: +255 22 2114292/4899, 2137191, 772 001 666

Fax No.: +255 22 2112830/2119474 E-mail: [email protected] Web: www.rexattorneys.co.tz

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Contents	Contents	Page
1.0	GENERAL BACKGROUND: ...................................................................................................... 1
	1.1	Instructions ...................................................................................................................... 1
	1.2	Searches ............................................................................................................................ 2
	1.3	Documents Reviewed .................................................................................................... 2
	1.4	Assumptions .................................................................................................................... 4
	1.5	Qualifications .................................................................................................................. 4
2.0	REPORT ON THE CORPORATE STANDING OF ASAB: .................................................. 5
	2.1	“Good Standing” Opinion ............................................................................................ 5
3.0	MINERAL RIGHTS TITLE STATUS: ....................................................................................... 7
	3.1	General .............................................................................................................................. 7
	3.2	Types of Mineral Rights ................................................................................................ 7
	3.3	Prospecting Licences (“PLs”) ........................................................................................ 8
	3.4	Claims of Lawful Occupiers in respect to Mineral Rights ...................................... 9
	3.5	Obligation with respect to surrender of Licensed Areas ....................................... 10
	3.6	Transfer/Assignment of a Mineral Right ................................................................. 10
	3.7	Extension of Mineral Rights during Applications ................................................. 11
	3.8	Transfer of Control of a Licence Holder ................................................................... 11
	3.9	Obligation to List on the Dar Es Salaam Stock Exchange ..................................... 12
	3.10	Title Search Finding ..................................................................................................... 13
	3.11	Confirmation .................................................................................................................. 14
4.0	LITIGATION: .............................................................................................................................. 15
5.0	CONSENT: ................................................................................................................................... 15
6.0	CONCLUSION: ........................................................................................................................... 15

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Our Ref: REX/GREL/121/14/Vol.2/804/14

Date: February 16, 2015

Green Rock Energy Limited Board of Directors A: Level 9, the Quadrant Building

1 William Street, Perth 6000

WESTERN AUSTRALIA

Dear Sirs,

RE: LEGAL DUE DILIGENCE REPORT FOR THE PURPOSES OF INCLUSION IN A PROSPECTUS WITH RESPECT TO MAHENGE RESOURCES LIMITED AND ASAB RESOURCES LIMITED, THE OWNERS OF MINERAL RIGHTS THE TARGET OF ACQUISITION BY GREEN ROCK ENERGY LIMITED

1.0 GENERAL BACKGROUND:

1.1 Instructions

We, REX Attorneys, a law firm established in Tanzania duly qualified to practice in Tanzania ( “REX” or “the Firm” ) have been retained by Green Rock Energy Limited ( “Green Rock” or “Client” ) to undertake a limited legal due diligence and to provide certain opinions in respect of ASAB Resources Limited (‘’ASAB’’) and Mahenge Resources Ltd ( “Mahenge” ) (or together hereinafter referred to as the ‘’Companies’’ ), the reregistered holders of mineral rights, namely, Prospecting Licences No- PL 10111/2014, PL 7802/2012, PL 10426/2014 and PL 10427/2014, (the “PLs” ) and Applications HQ-P28688, HQ-P28690, HQ-P28691, HQ-P28687 and HQ-P 28689 (the “Applications” ) (PLs and Applications together the “Mineral Rights” ) the target of acquisition by Green Rock. We provide this Report and opinion on matters relating to Tanzanian law alone.

This report is issued to Green Rock for inclusion in a prospectus to be lodged by it with the Australian Securities Exchange on or about 18 February 2015 (‘’Prospectus’’ )

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For the purposes of this Report we have reviewed documents availed to us by Green Rock and conducted searches at the Registry of Companies and the Registry of Mineral Rights ( “the Registries” when referred to together) in Dar es Salaam, Tanzania. The documents reviewed and the reports from the Registries are detailed hereinafter.

1.2 Searches

We have searched the Registry of Companies in respect of the Companies to establish their corporate standing including compliance with statutory requirements. We have also searched the Registry of Mineral Rights in Dar es Salaam in relation to the Mineral Rights and reviewed the records maintained by the Commissioner for Minerals (the “Commissioner” ) pursuant to the Mining Act, No 14 of 2010 (the “Mining Act” ), to establish their status and whether there has been any previous dealings in respect thereof. We have also relied on an official search report from the Registry of Companies issued to Leticia Kabunga on 29[th] August, 2014 on corporate standing of Mahenge, as the file could not be located at the Registry of Companies at this time.

1.3 Documents Reviewed

1.3.1 We have examined/reviewed the following documents:-

General:

Copy of Prospecting Licence ( “PL” ) No. 7802/2012 issued in the name of ASAB and dated 03[rd] April, 2012;
Copy of Prospecting Licence ( “PL” ) No. PL 10111/2014 issued in the name of Makonde and dated 13[th] August, 2014;
an official search report issued by BRELA referenced no. MIT/RC/87878/7 and dated 26[th] August, 2014;
an official search report issued by the Ministry of Energy and Minerals with referenced No. MEM-/M.100/86B dated 22[nd] September, 2014;

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an official search report issued by the Ministry of Energy and Minerals with referenced No. MEM-C/M.100/86B dated 17[th] October, 2014;
an official search report issued by the Ministry of Energy and Minerals with reference No. MEM-C/M.100/86B dated 24[th] November, 2014.
Notification of grant of a mineral right letter issued by the Ministry of energy and Minerals with reference No. MEM-C/M.100/86B/HQP28539 (now PL 10426/2014) dated 20[th] October, 2014.
copies of certificate of incorporation number 87878 dated 2[nd] December, 2011 and the Memorandum and Articles of Association of ASAB;
copies of certificate of incorporation number 110606 dated 14[th] August, 2014 and the Memorandum and Articles of Association of Mahenge.
a copy of the filed Annual Return Form availed to us by ASAB in respect of the year ending 31[st] December, 2013;
a copy of the Business Licence No 01369577 dated 27[th] February, 2012 availed to us by ASAB;
a copy of Tax Identification Number ( ‘’TIN’’ ) Certificate dated 24[th] February, 2012;
Director’s Certificate issued by ASAB dated 25[th] November, 2014;
Director’s Certificate issued by Mahenge dated 25 November 2014;

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a copy of Board Resolution appointing Mr. Ahmed Abubakar Magoma to be a sole company representative with full power, authority and mandate to trade and enter into agreement, to 3

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transfer and sign contract on behalf of the Company with regards to expression of interest to acquire 100% of the Mahenge Graphite Project by Green Rock; and

an official search report from BRELA on corporate standing of Mahenge dated 29[th] August, 2014, referenced no. MIT/RC/73897/03 addressed to Leticia Kabunga particulars of which are set out in paragraph 2.1.3 below.

1.4 Assumptions

In preparing this Report we have made the following assumptions:

the accuracy and correctness of the instructions which we have received with respect to all matters of fact;
all facts stated in the documents and certificates upon which we have relied upon in providing this Report are correct; and

1.5 Qualifications

We have relied on information availed to us by Green Rock and the Companies, and a review of public records at the Registry of Companies, BRELA. We have also relied on official search reports from the Registries confirming the entries in the files maintained by those registries reported in paragraph 1.3 above. We are aware that such records may not be complete or up to date and that documents required to be filed, lodged or registered at either registry may not have been filed immediately or even if filed may not be available for immediate inspection.

For the corporate search on Mahenge we have relied exclusively on a copy of a search letter previously prepared for Leticia Kabunga as the file could not be located at BRELA.

This report is given solely for the purposes of its publication in the Prospectus and my not be disclosed in whole or in part to any other person or otherwise quoted or referred to or relied upon for any other purpose without our express and prior written consent.

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2.0 REPORT ON THE CORPORATE STANDING OF THE COMPANIES:

2.1 “Good Standing” Opinion

On the basis of the search conducted at the Registry of Companies, BRELA, we confirm as follows in respect of the Companies:-

2.1.1 The Companies are organised as private limited liability companies duly incorporated and existing in Tanzania pursuant to the Companies Act, 2002. “A private company” is defined under the Companies Act, 2002 as one that by its Articles of Association restricts the right to transfer its shares, limits the number of the members of the company to fifty and prohibits any invitation to the public to subscribe for shares or any debentures in the company.
2.1.2 The Companies are in good standing and are compliant with all the statutory requirements pursuant to the requirements of the Companies ACT, 2002.
2.1.3 Pursuant to the Director’s certificate there are no pending winding up petitions or applications for the appointment of a receiver manager of the Companies.
2.1.4 The particulars of the shareholders, shares in issue and current directors, any charges created, charges registered and the status of statutory returns in respect of the Companies are detailed hereinafter:-

MAHENGE:-

a) Incorporation: Certificate of incorporation number 110606 of 14 August 2014;
b) Authorised Share Capital – the authorized share capital of Mahenge is unknown. The shares are issued to Artemis Corporate Limited (50 shares), Kabunga Holdings Pty Limited (50 shares) and Ch2 Investment Pty Limited (50 shares).

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c) Directors - the directors are Didier Marcel Murcia, Asimwe Matungwa Herman Kabunga and Richard Grant Manners Hill.
d) Charges - there is no confirmation on any charges created on the assets of Mahenge.
e) Statutory Returns – there is no confirmation on whether Mahenge has filed its statutory returns as required by law or whether it is up to date with such filings.
f) Registered office – the registered office is Plot No. 431, Mahando Street, Msasani Peninsula, Dar es Salaam, Tanzania.
g) Litigation – Pursuant to the Mahenge Director’s Certificate there is no pending or actual litigation against Mahenge or any outstanding claims from third parties which could result into a litigation directly affecting the PL as per the Director’s certificate.

ASAB

a) Authorised Share Capital – the authorized share capital of ASAB is Tanzania Shilling Ten Million (TZS 10,000,000/-) divided into 1,000 ordinary shares of Tanzania Shillings Ten Thousand (TZS 10,000/=) each. The shares are issued to Ahmed Abubakar Magoma (500 shares) and Elvis Katto (500 shares).
b) Directors - the directors are Ahmed Abubakar Magoma and Elvis Katto.
c) Charges - there is no record of any charge created against the assets of the company.
d) Statutory Returns – ASAB has filed its statutory returns as required by law and is up to date.

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e) Registered office - The registered office of ASAB is at 5[th] Floor, IPS Building, Samora/Azikiwe Street, and P.O. Box 1368 Dar Es Salaam.
f) Litigation – Pursuant to the Director’s Certificate issued by Mr. Ahmed Bakari Magoma, there is no pending or actual litigation against ASAB or any outstanding claims from third parties which could result into a litigation directly affecting the PL, as per the Director’s Certificate.

3.0 MINERAL RIGHTS TITLE STATUS:

3.1 General

3.1.1 Rights for prospecting or mining for minerals are licenced under the Mining Act, 2010 (the “Mining Act” ). The Minister has power to grant, renew, suspend or cancel any licence. However, the Minister is obliged to serve on the licence holder a default notice specifying the grounds on which the licence is liable to be suspended or cancelled indicating a specific period during which the default may be cured. The powers of the Minister or where the law specifies the Commissioner are exercisable in accordance with the powers conferred to them under the Mining Act. A Mineral Right is deemed a requisite and sufficient authority over the land in respect of which the right is granted. However, a separate authority (water grant) is required to divert water where applicable. A holder of a Mineral Right is also obliged to consult with the relevant local government authority and village counsel and thereafter to obtain the written consent of lawful occupiers before he can exercise his rights under the Mining Act. All licences issued under the New Mining Act are referred to as Mineral Rights.

3.2 Types of Mineral Rights

The types of rights which may be granted under the Mining Act include prospecting licence, retention licence, special mining licence, mining licence, gemstone mining licence and a primary mining licence. Primary mining licences are restricted to Tanzanian citizens or corporate entities whose memberships are composed exclusively of Tanzanian citizens. Equally, gemstone mining licences are

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restricted to Tanzanians only unless the Minister determines that the development of the gemstone resource requires specialized skills, technology or a high level of investment in which instance the gemstone mining licence may be held jointly up to 50% by a non-citizen.

3.3 Prospecting Licences (“PLs”)

3.3.1 Makonde and ASAB each holds one (1) prospecting licence ( “PL” ) which were issued for an initial period of four (4) years. The PLs may be renewed for the first renewal period of three (3) years and a second renewal period of two (2) years. The maximum life span of a PL is therefore nine years. Where the holder is not in default and at the end of the second renewal period, further time is required to complete a feasibility study that has already been commenced, the PL may be renewed for such further periods but not exceeding two years required for that purpose.
3.3.2 The Mining Act stipulates that, in the case of a first renewal the holder of a PL shall relinquish fifty (50%) percent of the area held during the initial prospecting period and a further fifty (50%) percent of the balance in the second renewal, unless the area is not more than 20 square kilometres.
3.3.3 Pursuant to section 32 of the Mining Act, unless the holder is in default and the Minister has issued a default notice and given an opportunity to the licence holder to cure the default, the Commissioner is obliged to renew a PL upon application:
(a) at the end of the initial prospecting period, or as the case may be, at the end of the first renewal period; and
(b) at the end of the second renewal period for the period required to complete a feasibility study if applicable.
3.3.4 The Ministry must grant the application for renewal of a PL not later than six (6) weeks from the date on which the application is made, unless the holder has been issued a default notice. New applications must be considered within four (4) weeks from the date of application. Due to

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administrative limitations within the office of the Commissioner, these timelines may exceeded from time to time.

3.3.5 Where there are two or more competing applications for a grant of mineral rights over the same area, the person whose application was first registered under the Mining Act, provided there is no reason for disqualification, would be granted the mineral right. However, where there are simultaneous applications, these applications will be subjected to a bidding process whereby the highest bidder is granted the area.
3.3.6 The holder of a PL must, in accordance with Section 36 of the Mining Act:
(a) commence prospecting operations within three (3) months from the date of grant, or such further period as allowed by the authority;
(b) give notice to the Licensing Authority of any mineral discovery of potential commercial value;
(c) adhere to the prospecting programme appended to the PL ; and
(d) expend on prospecting operations not less than the amount prescribed.

3.4 Claims of Lawful Occupiers in respect to Mineral Rights

3.4.1 According to Section 95(1)(b) of the Mining Act, no holder of a Mineral Right shall exercise any of his rights conferred by his licence over an area of land which is the site of, or which is within 200 meters of any inhabited, occupied or temporarily unoccupied house or building without consultation with the relevant Local Government Authority, including the Village Council and thereafter the written consent of the lawful occupier and subject to payment of appropriate compensation agreed between the license holder and the occupier. Accordingly, the license holder is obliged to undertake necessary consultations with the lawful occupiers or a government entity that has authority over the licensed area, prior to exercising any of the rights conferred by the Mineral Right. Failure to obtain the lawful occupiers’ prior written consent would not invalidate the

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licence holder’s Mineral Right but the lawful occupier may make a claim against the licence holder which may unnecessarily delay exploration.

3.4.2 The holder of the Mineral Right has the right of access and construction on the mineral properties, but will require the consent of any lawful surface rights holder, if exploration activities interfere with the rights of surface rights holders such as habitation, cultivations, trees, buildings etc. The Mining Act provides that the Minister may intervene if surface rights holders’ consent is unreasonably withheld. However, such interference is rare.
3.4.3 In terms of compensation, if activities result in damage to crops, buildings, works etc, or if the surface rights holder is required to relocate, the holder of the Mineral Right is liable to pay fair and reasonable compensation in respect of the disturbance or damage. Any compensation, relocation and resettlement of lawful occupiers must be in accordance with the Land Act Cap. 113 (R.E. 2002) (the ‘’Land Act’’ ). If there is a dispute regarding the amount of compensation, either party may refer the dispute to the Commissioner under the Mining Act who, shall determine and rule on the matter. In the alternative, the matter could be referred to a court of competent jurisdiction.

3.5 Obligation with respect to surrender of Licensed Areas

The holder of a Mineral Right may apply to the licensing authority to surrender all or any part of the land subject to a licence by making an application not less than three (3) months before the holder wishes the surrender to have effect. If the licensing authority is satisfied with that application, it will issue a certificate of surrender.

3.6 Transfer/Assignment of a Mineral Right

3.6.1 Subject to section 9(2) of the Mining Act, the holder of a Mineral Right is entitled to assign that right or an undivided proportionate part thereof.

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3.6.2 An assignment of a Mineral Right must be approved by the Minister, unless the assignment is to an Affiliate and the obligations of that affiliate are 10

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guaranteed by the assignor or parent company, or to a financial institution or bank as security for any loan or guarantee in respect of mineral exploration operations or another person who constitutes the holder of the Mineral Rights.

3.6.3 The Commissioner would issue an acknowledgement certificate in respect of the transfer, assignment or dealing and record the same in the Central Register of Mineral Rights. The time scale for a transfer to be recorded in the Central Register has not been specified in the Mining Act.

3.7 Extension of Mineral Rights during Applications

3.7.1 Where the holder of a PL applies, during the currency of that PL for a renewal of a mineral right to which he is entitled, the current licence shall remain in force until the grant of the licence for which the application is made or refused as the case may be as provided under S.67(b) of the Mining Act.

3.8 Transfer of Control of a Licence Holder

3.8.1 Pursuant to Section 110 of the Mining Act, where a Mineral Right is granted to a company, that company is prohibited from registering a transfer of any of its shares to any third person or his nominee or to enter into an agreement with any third person, if the effect of doing so would be to give that person control of the company, without the written consent of the Ministry. A person is deemed to have control of a company if he or his nominee holds a total of fifty per cent (50%) or more of the equity shares of the company or if the person is entitled to appoint or to prevent the appointment of half or more than half of the number of directors of the company.
3.8.2 Provided that the transfer condition referred to in 3.9.1 above is complied with, Mineral Rights, other than primary mining licences, may be held by entities which are wholly owned by foreign investors (i.e. companies that are not wholly owned by Tanzanian citizens).

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3.8.3 Acquisition of Mineral Rights or other assets owned by companies in Tanzania are obliged to notify the transaction and seek the consent or no objection of the Fair Competition Commission (‘’FCC’’) if the combined value of the assets of the Vendor and the Purchaser exceeds the threshold prescribed under the Fair Competition Act, No- 8 of 2003 (“the FCA”), as will become apparent in paragraph 3.9.4 below. The FCC is an independent government body established under the FCA. The functions of the FCC are to promote and protect effective competition in trade and commerce and to protect consumers from unfair and misleading market conduct. The ultimate goal of the FCA is to increase efficiency in the production, distribution and supply of goods and services in the economy.
3.8.4 The FCA defines a “merger’’ as an acquisition of shares, a business or other assets, whether inside or outside Tanzania, resulting in the change of a business, part of a business or an asset of a business in Tanzania. Under section 11(1) of FCA, a merger is notifiable if it involves a turnover or assets above the threshold specified by the Commission. The current threshold is Tanzanian Shillings Eight Hundred Million which is equivalent to approximately USD 500,000 at prevailing exchange rate between the United Sates Dollar and the Tanzanian Shilling and is calculated on the basis of the combined market value of assets of the merging firms. Green Rock and the Companies would be subject to this provision if the value of the Mineral Rights alone or the combined market value of assets of the merging firms exceeds the threshold.

3.9 Obligation to List on the Dar Es Salaam Stock Exchange

3.9.1 The Minister shall, in consultation with Mineral Rights holders of, make regulations prescribing the minimum shareholding requirement and procedure for selling shares to Tanzanian nationals, in accordance with the provisions of the Capital Markets and Securities Act Cap. 79 R.E. 2002, offering shares to the public through listing with the Dar es Salaam Stock Exchange. This requirement applies to large scale mining companies investing over USD100 Million who are obliged to enter into a Development Agreement with the Government.

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3.10 Title Search Finding

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Our search at the Registry of Mineral Rights confirmed the status of the Mineral Rights held by the Companies as detailed in the chart below:-

S/No.	License No.	Area Km2	Registered Holder	Date Issued	Expiry Date	First Renewal	Remarks
1	PL 10111/2014	24.83	Mahenge	13.08.2014	12.02.2018		Valid, subsisting and current The Licence was transferred from Makonde Resort Limited to Mahenge Resources Limited.
2	PL 7802/2012	292.41	Asab	03.04.2012	02.04.2016	03.04.2016	Valid, subsisting and current
3	PL 10426/2014	154.96	Mahenge	02.12.2014	01.12.2018		Valid, subsisting and current
4	PL 10427/2014	208.67	Mahenge	02.12.2014	01.12.2018		Valid, subsisting and current
5	HQ-P28688	225.78	Mahenge				Application recommended but no offer has been issued yet.
6	HQ-P28690	172.03	Mahenge				Application recommended but no offer has been issuedyet.
7	HQ-P28691	7.3	Mahenge				Application recommended and offer issued on 30.10.2014.
8	HQ-P28687	192.79	Mahenge				Application recommended and offer issued on 30.10.2014.
9	HQ-P28689	262.51	Mahenge				Application recommended and offer issued on 30.10.2014.

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3.11 Confirmation

3.11.1 We confirm that the PLs are validly held by the Companies which enjoy exclusive rights to undertake exploration of the minerals stated on the PLs and if viable deposits are found to develop a mine over the licensed area. The PLs have been validly granted pursuant to the Mining Act and they are in good standing and have not been cancelled, suspended or expired as of the date of this Report and all other documents and filings (including renewal applications) necessary to maintain the PLs are in good standing have been completed to date;
3.11.2 Makonde Resort Limited transferred 100% shares in PL 10111/2014 to Mahenge and the transfer was registered on 13[th] October, 2014;
3.11.3 There are five (5) Applications by Mahenge all of which were recommended and offers issued save for one, being HQ-P28688, which offer is pending as of the date of this report.
3.11.4 Upon offer of a licence, an initial preparation fee must be paid and thereafter it is followed by payment of an annual rent prior to the licence being issued to the licenceholder. We are not aware whether such payments have been effected by Mahenge on the offered Applications. Subsequently, all licences are subject to annual rent and minimum expenditures that must be observed throughout the legal life of the licence.
3.11.5 There are no disputes that we are aware of relating to the Mineral Right with any governmental or regional authority or any unrelated third party.
3.11.6 There are no provisions under Tanzanian law or regulation in relation to the Mineral Rights which would result into the Mineral Rights to be forfeited or otherwise withdrawn in the event of change of ownership.

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4.0 LITIGATION:

There is no litigation, pending or actual, involving the Companies or the PLs as confirmed in the Director’s Certificate issued by ASAB and Mahenge, respectively.

5.0 CONSENT:

In accordance with section 48 of the Companies Act, No. 12 of 2002, we have given and have not, prior to the date of the Prospectus, withdrawn our consent to the issue of the Prospectus containing this Report in the form and context in which it appears.

6.0 CONCLUSION:

This Report is issued for the benefit of the addressees and should not be relied upon by any other person without our express written approval.

Yours sincerely,

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REX ATTORNEYS

MSM/TM/em

Green Rock Final Nov27.14

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13. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

13.1 Existing Directors

(a) Mr Stephen Copulos (Non-Executive Chairman)

Stephen Copulos has over thirty years’ experience in a variety of businesses and investments across a wide range of industries, including mining, manufacturing, property development, fast food and hospitality. He has been the Managing Director of the Copulos Group of companies, a private investment group, since 1997 and has extensive experience as a company director of both listed and unlisted public companies in Australia, UK and the USA.

Mr Copulos is an active global investor who brings significant business acumen and great diversity to the Board of Green Rock. In addition to his proposed role with the Company, Mr Copulos is also a director of ASX listed company, Crusader Resources Ltd (Chairman).

(b) Mr Steve Tambanis (Managing Director)

Steve Tambanis is a geologist and manager with extensive commercial and operational experience gained within small and large exploration and mining companies, corporate banking and broking. Mr Tambanis has gained significant experience working with ASX listed mineral companies, including business development roles at WMC Resources and Goldminex Resources Limited where he held the position of Executive Director.

He is on the Board of West African Gold Limited, a public unlisted mineral exploration company. Over the past three years Mr Tambanis managed all aspects of that company’s exploration activities, operations and administration, including the execution of a significant joint venture with ASX listed gold miner, Perseus Mining Limited (ASX:PRU).

(c) Mr Richard Beresford (Non-Executive Director)

Mr Beresford holds a Bachelor of Science in Mechanical Engineering and a Masters of Science in Technology and Development from Imperial College, London and is also a Fellow of the Australian Institute of Company Directors and a Fellow of the Australian Institute of Energy.

Mr Beresford has an engineering background and in excess of 30 years’ experience in the international gas and renewable energy industries. This includes corporate experience with British Gas (now BG) in the UK and Indonesia, Woodside in Australia and China Light and Power (CLP) in Hong Kong.

Mr Beresford has been a director and company chairman of several listed and unlisted companies. He is currently Non-Executive Chairman of Liquefied Natural Gas Limited and non-executive director of Eden Energy Limited.

Mr Beresford will resign following the re-instatement to trading of the Company.

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(d) Mr Gabriel Chiappini (Non-Executive Director)

Mr Chiappini holds a Bachelor of Business and is a Chartered Accountant and member of the Australian Institute of Company Directors with over 18 years’ experience in the Commercial Sector. Over the last 13 years Mr Chiappini has held positions of Director, Company Secretary and Chief Financial Officer in both public and private companies with operations in Australia, the United Kingdom and the United States. He has assisted a number of companies list on the ASX and been involved with equity raisings exceeding AUD$250m. Mr Chiappini has a sound understanding of the ASX Listing Rules and an in depth knowledge of the Corporations Act.

Mr Chiappini currently manages his own consulting firm specialising in providing Director, company secretarial, corporate governance and investor relations services. He currently consults as a Director and Company Secretary to a number of ASX companies. Mr Chiappini is currently Chairman of ASX listed company Dromana Estate Limited.

13.2 Disclosure of Interests

Directors are not required under the Company’s Constitution to hold any Shares. Details of the Directors’ remuneration and relevant interests in the securities of the Company upon completion of the Offer are set out in the table below:

Director	Remuneration for year ended 30 June 2013	Remuneration for year ended 30 June 2014	Proposed remuneration for current year	Shares1&2	Options1&2	Performance Rights3
Richard Beresford	$185,684	$149,528	$39,000	332,963	225,000	-
Gabriel Chiappini	$39,646	$98,049	$150,000	650,000	300,000	1,675,000
Stephen Copulos4	Nil	Nil	$50,000	50,029,336	16,291,080	1,675,000
Steve Tambanis4,5	Nil	Nil	$110,000	2,000,000	1,000,000	3,350,000

Notes:

At the Meeting, the Company is seeking Shareholder approval to allow associates of Mr Copulos to subscribe for 30,000,000 Shares and 15,000,000 Options under the Offer. These figures assume subscription for those Securities.
Securities are on the assumption that resolutions are all passed at the Meeting. For further details please refer to shareholder notice of meeting lodged with ASX on 29 January 2015.
Granting of performance rights are subject to shareholder approval at the Meeting.
Assumes pro-rata salary payment from 1 January 2015 through to 30 June 2015.
Includes 10% superannuation levy.

13.3 Agreements with Directors or Senior Management

The agreements the Company has entered into with Directors are listed in Sections 14.9 and 14.11.

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13.4 The ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by the ASX Corporate Governance Council (Recommendations).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

All of the Company's corporate governance policies, together with a copy of the Company's constitution, are available on the Company's website (www.greenrock.com.au).

13.5 Departures from Recommendations

Following admission to the Official List of the ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out in Annexure 1 to this Prospectus.

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14. MATERIAL CONTRACTS

14.1 Exclusive Option Agreement - Mahenge North Graphite Project - Tanzania

On 7 July 2014 the Company entered into an exclusive option agreement to acquire 100% of the Mahenge North Graphite project in exchange for a nonrefundable cash payment of $50,000 and the issue of 33,333,333 preconsolidation fully paid ordinary shares in Green Rock Energy Limited. Under the terms of the agreement, the company was granted a four month exclusivity period within which to complete due diligence on the project. During the period, ending 10 November 2014, the company committed to spend a minimum of $100,000 on exploration activity and due diligence investigations.

On 18 September 2014, the Company announced to the ASX that it had exercised its option to acquire the Mahenge North Graphite Project.

In order to complete the acquisition, the Company is obliged to complete the following tasks:

issue 166,666,667 pre-consolidation fully paid Green Rock Energy Limited shares (8,333,333 post consolidation) the vendors of the Mahenge North Project; and
commit to spend a minimum of $500,000 on the Mahenge North Graphite Project in the first twelve months from exercise of the option.

The Company is also committed to make the following milestone payments as required:

$250,000 cash or equivalent number of fully paid Green Rock Energy Limited shares (at the election of the vendor) upon announcement of a JORC compliant resource of greater than 250,000 tonnes of contained graphite at >7% total graphite content (TGC) is announced;
$250,000 cash or cash equivalent number of fully paid Green Rock Energy Limited shares (at the election of the vendor) to be paid when the company share price exceeds a VWAP of $0.005 for a period of at least ten consecutive trading days. The final number of shares issued will be based on $0.005 per share; and
$500,000 cash or cash equivalent number of Shares (at the election of the vendor) upon announcement of a JORC compliant resource of greater than 1,000,000 tonnes of contained graphite at >7% TGC.

Settlement of the acquisition is conditional upon the satisfaction of the following outstanding conditions precedent:

(a) the Company receiving all requisite approvals under the Corporations Act and Listing Rules, its Constitution and any other relevant legislation to undertake the acquisition of the Prospecting Licence and issue the consideration at the General Meeting;
(b) the Company complying with all conditions that may be imposed by ASX relating to the undertaking of the acquisition, including recompliance under Chapters 1 and 2 of the Listing Rules;
(c) the Company raising sufficient funds to meet its obligations under the Mahenge North Option under the Offer;

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(d) there being no material adverse change to the prospecting licence prior to the date of settlement in the sole discretion of the Company, acting reasonably; and
(e) receipt of all necessary regulatory and tax consents or approvals for the transaction.

14.2 Share Sale Agreement - Mahenge Resources Limited

On 22 August 2014 the Company entered into an exclusive option agreement to acquire 100% of the issued capital of Mahenge Resources Limited (MRL) for a non-refundable deposit of $50,000 and the issue of 8,000,000 fully paid ordinary shares. MRL has a 100% interest in 3 new tenements within the Mahenge region, thereby increasing its total footprint in the Mahenge region to 675km[2] .

Under the terms of the agreement, the company has been granted a four month exclusivity period within which to complete due diligence on the project. During the period, ending 22 December 2014, the company has committed to spend a minimum of $20,000 on exploration activity and due diligence investigations. On 18 September 2014, the Company announced to the ASX that it had exercised its option to acquire MRL.

In order to complete the acquisition of MRL, the Company must:

(a) providing funding to enable MRL to complete the acquisition of the permit from the vendor, pursuant to which it has an interest in the permit. The Company has provided these funds by way of a loan agreement, the terms of which are summarised below;
(b) issue a total of 80,000,000 pre-consolidation Shares (4,000,000 shares post consolidation) to the current shareholders of MRL; and
(c) commit to spend a minimum of $500,000 on the project in the first twelve months from exercise of the option.

The Company is also committed to make the following milestone payments as required:

(a) $250,000 cash or equivalent number of Shares (at the election of the vendor) upon announcement of a JORC compliant Resource of greater than 250,000 tonnes of contained graphite at >9% TGC is announced. Issue price of shares to be calculated based on the preceding seven (7) day VWAP; and
(b) AUD$375,000 cash and the equivalent value (AUD$375,000) in Shares to be paid when a JORC compliant Resource with greater than 1,000,000 tonnes of contained graphite at >9% TGC at any of the Projects is announced by GRK on the ASX. The issue price of Shares is to be calculated based on the VWAP of Shares in the 5 days prior to the release of the announcement.

Settlement of the acquisition of the shares in MRL is conditional upon the satisfaction of the following outstanding conditions precedent:

(a) the Company receiving all requisite approvals under the Corporations Act, Listing Rules, Constitution and any other relevant legislation to purchase the shares in MRL at the General Meeting;

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(b) the Company complying with all conditions that may be imposed by ASX relating to the undertaking of the acquisition, including recompliance under Chapters 1 and 2 of the Listing Rules;
(c) there being no material adverse change to the Mahenge Licences prior to the date of settlement in the sole discretion of the Company, acting reasonably; and
(d) receipt of all necessary regulatory and tax consents or approvals for the transaction.

14.3 Variation to Agreements

As announced to ASX on 22 December 2014, the Company re-negotiated with the vendors of each of the Mahenge Graphite Project and the Mahenge North Graphite Project to extend the date for completion of those transactions until 31 March 2015 in consideration for the issue of US$50,000 in Shares in the Company at $0.0025 per Share. The Company is seeking the ratification of the issue of those Shares at the Meeting. The Company also agreed to pay in advance the upcoming Mining Rental fees payable on the Mahenge Projects to the Tanzanian Department of Energy & Minerals.

Re-negotiations of the Acquisitions also included the securing of a loan facility with the Copulos group of companies (Copulos Group) for the provision of funding for working capital expenses and general ongoing expenses in relation to its re-compliance with Chapters 1 and 2 of the ASX Listing Rules. As announced on 23 December 2014, the intention is for the loan facility to be offset against the Copulos Group’s subscription pursuant to this Prospectus and be converted into Shares on the same terms and conditions as all other investors.

14.4 Mahenge Resources Ltd Loan Agreement

The Company has entered into a loan agreement with Mahenge Resources Limited (MRL) to provide a loan of US$110,000 to MRL for the purpose of MRL exercising an option it had acquired over Prospecting Licence PL10111/2014. The Company provided the loan funding in September 2014.

No interest is payable on the loan amount.

The loan is only repayable where the Company does not complete the acquisition of 100% of the shares in MRL as contemplated. Should the conditions precedent to finalise the acquisition of MRL not be competed the loan must be repaid by MRL to the Company within three months of the date that it is determined that the acquisition of MRL will not proceed.

14.5 Remaining Graphite Option Agreement

On 3 October 2014 the Company entered into an exclusive option agreement with Kabunga Holdings Limited (KHL) (KHL Option) relating to five Prospecting Licence Applications (KHL Permits).

The material terms of the KHL Option are as follows:

(a) in consideration for payment of the US$45,000 (non-refundable) option fee to KHL, the Company was given the exclusive option to undertake due diligence on the KHL Permits;

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(b) the payment of the KHL Option fee is conditional upon receipt by the Company of documentation which establishes, in the Company’s sole discretion:
(i) that KHL has sole ownership of the KHL Permits;
(ii) the KHL Permits are in good standing;
(b) the KHL Option is for a period of 8 months from the date of payment of the option fee (unless extended) and the KHL Option can be exercised at any time within this period; and
(c) the KHL Acquisition is conditional on completion of the Acquisitions, receipt of all necessary approvals, there being no material adverse change to the KHL Permits and other conditions precedent standard for an agreement of this nature.
(d) the consideration for the KHL Option will be:
(i) payment of US$60,000; and
(ii) issue of US$60,000 in Shares.
(e) the KHL Option is subject to other terms and conditions which are standard for an agreement of this nature.

Milestone Payments to be made to KHL on achievement of JORC compliant Resource on either of the Permits associated with the KHL Option:

(f) AUD$150,000 cash or, at the sole election of the vendor, subject to compliance with the ASX Listing Rules, the equivalent value in GRK Shares to be paid when GRK announces a JORC compliant Resource with greater than 250,000 tonnes of contained graphite at > 9% total graphite content at any of the Projects is announced by GRK on the ASX. The issue price of GRK Shares is to be calculated based on the volume weighted average price of GRK Shares in the 5 trading days prior to the release of the announcement.
(g) AUD$125,000 cash and the equivalent value of AUD$125,000 in GRK Shares to be paid when GRK announces a JORC compliant Resource with greater than 1,000,000 tonnes of contained graphite at > 9% total graphite content at any of the Projects is announced by GRK on the ASX. The issue price of GRK Shares is to be calculated based on the volume weighted average price of GRK Shares in the 5 trading days prior to the release of the announcement.

14.6 Copulos Loan Agreement

On or around 23 December 2014, the Company entered into a loan with Eyeon Investments Pty Ltd (Eyeon), a company associated with Stephen Copulos, pursuant to which Eyeon agreed to provide the Company with a loan facility up to $1,000,000 in order to meet the Company’s working capital expenses and general ongoing expenses related to the Company’s acquisition of the Projects.

Subject to the satisfaction of the following conditions, the loan is convertible into Shares in the Company at the price of $0.05 per Share:

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(a) the Company obtaining all necessary regulatory and Shareholder approvals pursuant to the Listing Rules and the Corporations Act to allow the Company to issue the Shares;
(b) the Company lodging with ASIC this Prospectus to raise at least $2,500,000; and
(c) the Company receiving conditional approval to the re-instatement of the Company to trading on the ASX.

No interest is payable on the loan if it is converted into Shares, however if the loan is unable to be converted, then interest is payable at 10% per annum payable in arrears, with the loan to be repaid by 31 December 2015.

The loan otherwise contains terms standard for a loan of this nature.

14.7 Ocean Hill Project – Sale Agreement

On 22 October 2014, the Company announced that it had entered into an agreement to sell its interest in its Ocean Hill oil and gas asset to Eneabba Gas Ltd (Eneabba). In consideration for the sale, the Company is to receive $300,000 in cash together with 40,000,000 shares in Eneabba. The Eneabba shares are subject to a voluntary restriction until 15 November 2015.

The Company received a $30,000 signing fee on the date of the contract. Settlement of the Ocean Hill transaction is expected to occur following the completion of the re-instatement to trading of the Company on ASX.

Settlement of the agreement is subject to the satisfaction of the following outstanding condition precedent:

(a) obtaining any consent or approval (including any consent or approval under the Act) required to transfer the Permit from the Vendor to Eneabba or its newly incorporated subsidiary, Ocean Hill Pty Ltd.

14.8 Sunbird Loan Agreement

On 13 June 2014, the Company entered into a loan agreement with Sunbird Energy Limited (Sunbird), pursuant to which the Company provided a loan facility of up to $400,000 to Sunbird on the following key terms:

(a) the loan attracts interest at the rate of 20% per annum;
(b) the loan is repayable on or before 10 March 2015;
(c) subject to receipt of shareholder approval from Sunbird’s shareholders, the Company may elect to convert its outstanding balance into shares in Sunbird at $0.25 per share or at the same price as any capital raising undertaken by Sunbird during the term of the loan;
(d) the loan is secured by a security held by a trustee on behalf of all the lenders as beneficiaries.

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14.9 Executive Services Agreement

Current Directors

Mr Gabriel Chiappini currently receives remuneration based on a monthly retainer of $8,250 per month for providing services related to company secretarial, financial officer, non-executive director duties and management and corporate administration services. In addition to the monthly fees noted above, Mr Chiappini is paid for services provided in addition to services provided under the fixed fee retainer, with the fees based on a standard commercial and arm’s length basis.

The Company has agreed the appointment of Mr Steven Tambanis as the Company’s Managing Director and the key terms of the contract will be:

(a) base salary of $200,000;
(b) statutory superannuation; and
(c) participation in Performance rights plan subject to Shareholder approval at the Meeting.

The Company has entered into a Non Executive Chairman’s agreement for the appointment of Mr Stephen Copulos pursuant to which Mr Copulos will be paid $100,000 per annum as a Non-Executive Chairman of the Company.

Mr Richard Beresford is a Non Executive Director and does not have an executive services agreement.

14.10 Cygnet Mandate

The Company has entered into an agreement with Cygnet Capital Pty Ltd (Cygnet) by which Cygnet have been appointed as Lead Manager to the Offer under this Prospectus.

Cygnet in its role as Lead Manager will manage the capital raising of the Offer on a best endeavours basis.

The fees payable to Cygnet upon successful completion of the Offer is a 1% management fee and a 5% capital raising fee (including GST) of all funds raised under the Offer. Cygnet may pass on any part of the fees to Australian financial services licensees or authorised representatives.

14.11 Deeds of Indemnity, Insurance and Access

The Company has entered into deeds of indemnity, insurance and access with its Directors. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company or a related body corporate (subject to customary exceptions). The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers and other documents provided to the Board in certain circumstances.

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15. ADDITIONAL INFORMATION

15.1 Litigation

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

15.2 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. 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 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 corporate representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act.

(a)

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 corporate representative;
(ii) on a show of hands, every person present who is a Shareholder or a representative of a Shareholder has one vote in respect of each Share carrying the right to vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or corporate 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 corporate representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion 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).

(b) Dividend rights

The directors alone may declare a dividend to be paid to shareholders. The dividend is payable at a time determined in the directors’ discretion. No dividend may be declared or paid except as allowed by the Corporations Act. No interest is payable in respect of unpaid

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dividends. The directors may set aside of the Company’s profit any amount that they consider appropriate. This amount may be used in any way that profits can be used, and can be invested or used in the Company’s business in the interim.

(c) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as 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 of the Company, 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.

(d) Shareholder liability

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

(e) Transfer of Shares

Generally, Shares 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 or the ASX Listing Rules.

(f) Variation of rights

Pursuant to 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.

(g) Alteration of Constitution

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.

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15.3 Key Terms of Attaching Options

All free attaching Options will be subject to a number of conditions, including:

(a) Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Subject to paragraph (j) below, the amount payable upon exercise of each Option will be $0.05 (Exercise Price).
(c) Each Option will expire at 5:00 pm (WST) on the date that is 24 months from the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).
(e) The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
(g) Within 15 Business Days after the Exercise Date, the Company will:
(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
(h) Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

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(j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(l) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(m) The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

15.4 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
(c) the Offer,

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

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

15.5 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,

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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
(i) the Offer; or
(c) the Offer, 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:
(i) the formation or promotion of the Company; or
(ii) the Offer.

Steinepreis Paganin has acted as the Company’s solicitor in the review of this Prospectus. The Company estimates it will pay Steinepreis Paganin a total of approximately $12,500 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received $151,063 in fees from the Company.

Cygnet Capital Pty Limited has acted as lead manager to the Offer. The Company estimates it will pay Cygnet Capital Pty Limited up to a total of $210,000 (excluding GST) for these services depending on the amount raised under the Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Cygnet Capital Pty Limited has received $317,500 in fees from the Company.

Deloitte Corporate Finance Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 10 of the Prospectus. The Company estimates it will pay Deloitte Corporate Finance Pty Ltd a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Deloitte Corporate Finance Pty Ltd has received $15,000 in fees from the Company.

Deloitte Touche Tohmatsu has acted as the Company’s auditor. During the 24 months preceding lodgement of this Prospectus with the ASIC, Deloitte Touche Tohmatsu has received $80,611 (excluding GST) in fees from the Company.

Rex Attorneys has acted as the Tanzanian solicitors and have prepared the Solicitor’s Report on Tenements which is included in Section 11 of this Prospectus. Rex Attorneys has been paid NIL (excluding VAT) for these services. Rex Attorneys has received USD$20,500 (excluding VAT) in fees from the Company for legal due diligence services.

ARC Resources Pty Ltd has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Section 8 of this Prospectus. ARC Resources Pty Ltd has been paid a total of $NIL (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, ARC Resources Pty Ltd has received $17,468 (excluding GST) in fees from the Company.

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15.6 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.

ARC Resources Pty Ltd has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 9 of this Prospectus in the form and context in which the report is included. ARC Resources Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Deloitte Corporate Finance Pty Ltd has given its written consent to being named as the Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 11 of this Prospectus in the form and context in which the information and report is included. Deloitte Corporate Finance Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Rex Attorneys has given its written consent to being named as the Tanzanian solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 11 of this Prospectus in the form and context in which the report is included. Rex Attorneys have not withdrawn their consent prior to the lodgement of this Prospectus with the ASIC.

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

Cygnet Capital Pty Limited has given its written consent to being named as the Lead Manager in this Prospectus. Cygnet Capital Pty Limited Paganin have not withdrawn their consent prior to the lodgement of this Prospectus with the ASIC.

Deloitte Touche Tohmatsu has given their written consent to being named as the Auditor to the Company in this Prospectus. Deloitte Touche Tohmatsu have not withdrawn their consent prior to the lodgement of this Prospectus with the ASIC.

15.7 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $195,212 if only the Minimum Subscription is raised, or $257,440 if the Offer is fully subscribed, and are expected to be applied towards the items set out in the table below.

Item of Expenditure	Minimum	Full
	Subscription	Subscription
	($)	($)
ASIC fees	2,290	2,290
ASX fees	15,422	17,650
Lead Manager Fees	150,000	210,000

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Investigating Accountant’s Fees Legal Fees (including for Solicitors Report on Tenements) Independent Geologist Fees Printing and Distribution Miscellaneous TOTAL	10,000 10,000 15,000 15,000 - - - - 2,500 2,500
	195,212 257,440

15.8 Continuous disclosure obligations

As the Company is admitted to the Official List, the Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be 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.

Price sensitive information will be publicly released through the ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

15.9 Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the ASX company announcements platform.

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

The Company currently participates 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.

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

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. 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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15.11 Privacy statement

The information may also be used from time to time and disclosed to persons inspecting the register, including 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 share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

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

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16. 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 ASIC.

_______ Gabriel Chiappini Director For and on behalf of GREEN ROCK ENERGY LIMITED

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17. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means Australian dollars.

Acquisitions means the acquisition of the Company’s interest in the Mehenge North Project and the Mahenge Project.

Application Form means the application forms attached to or accompanying this Prospectus relating to the Offer.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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 closing date of the Offer as set out in the indicative timetable in Section 3 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company means Green Rock Energy Limited (ACN 094 551 336).

Completion means Completion of the Transaction.

Conditions means the Conditions of the Transaction and the Offer as set out in Sections 5 and 6 respectively.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

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

Eligible Shareholder has the meaning given to that term in Section 5.7 of this Prospectus.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the general meeting of Shareholders to be held on 4 March 2015.

Investigating Accountant’s Report means the Investigating Accountant’s Report set out in Section 11 of this Prospectus.

KHL Option means the option to acquire permits from Kabunga Holdings Limited, as summarised in Section 14.5.

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Minimum Subscription has the meaning given in section 5.7 of the Explanatory Statement.

Notice or Notice of Meeting means the notice of meeting for the General Meeting.

Offer means the offer pursuant to this Prospectus.

Official List means the official list of the ASX.

Official Quotation means official quotation by the ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Projects means the Mahenge North Graphite Project and the Mahenge Graphite Project in Tanzania.

Prospectus means this prospectus.

Quoted Securities means Shares and quoted Options.

Reinstatement means the reinstatement of the Company’s to the official list of the ASX.

Section means a section of this Prospectus.

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

Shareholder means a registered holder of a Share.

Transaction means the transaction pursuant to which the Company will acquire the interest in graphite projects in Tanzania and undertake a re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

Transaction Agreements means the project agreements, executive services agreements, Cygnet mandate, non-executive letter of appointment and deeds of indemnity, insurance, and access as summarised in Section 14.

Vendors means in relation to each of the acquisition agreements entered into:

(a) Asab Resources (Tanzania) Limited (Incorporated in Tanzania), who is the legal and beneficial holder of 100% of the Mahenge Project comprising Tanzanian Prospecting Licence number 7802/2012;
(b) Mahenge Resources Limited (Incorporated in Tanzania, incorporation number 110606) and beneficial holder of 100% of Mahenge Project comprising Tanzanian Prospecting Licence numbers PL 10111/2014, PL 10426/2014 and PL 10427/2014 together with HQ-P application licence numbers HQ-P28688, HQ-P28691, HQ-P28687 andHQ-P28689; and
(c) Kabunga Holdings Pty Ltd (ACN 166 309 039).

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

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ANNEXURE 1 – DE PARTURES FROM ASX CORPORATE GOVERNANCE PRINCIPLES AND GUIDELINES

PRINCIPLES AND RECOMMENDATIONS	COMPLY (YES/NO)	EXPLANATION
Principle 1: Lay solid foundations for management		and oversight
Recommendation 1.5 A listed entity should: (a) have a diversity policy which includes requirements for the Board: (i) to set measurable objectives for achieving gender diversity; and (ii) to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary or it; and (c) disclose as at the end of each reporting period: (i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and (ii) either: a. the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or b. the entity’s “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act 2012.	PARTIALLY	(a) The Company has adopted a Diversity Policy. (i) Whilst the Diversity Policy provides a framework for the Company to achieve a list of measurable objectives that encompass gender equality, it does not propose to establish measurable gender diversity objectives in the foreseeable future as: - the Company’s senior management team are experienced and stable and there is no intention to make changes to the Board or senior management team in the coming year; and - the Company is committed to making all selection decisions on the basis of merit and the setting of specific objectives for the quantum of males/females at any level would potentially influence decision making to the detriment of the business. (ii) The Diversity Policy provides for the monitoring and evaluation of the scope and currency of the Diversity Policy. The Company is responsible for implementing, monitoring and reporting on any measurable objectives adopted. (b) The Diversity Policy is available on the Company’s website. (c) The Company does not propose to establish measurable gender diversity objectives at this stage. See (a) above.

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Principle 2: Structure the Board to add value

Principle 2: Structure the Board to add value	Principle 2: Structure the Board to add value	Principle 2: Structure the Board to add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.	PARTIALLY	Due to the size and nature of the existing Board, and the magnitude of the Company’s operations, the Company is of the view that it does not need a Nomination Committee and that its resources would be better utilised in other areas. Under clause 4(h) of the Company’s Board Charter, the full Board currently carries out the duties that would ordinarily be assigned to the Nomination Committee under the written charter for that committee and in the Company’s view the experience and skill set of the current Board is sufficient to perform these roles. The duties of the Nomination Committee (which are currently carried out by the Board) are outlined in Schedule 5 of the Company’s Corporate Governance Plan available online on the Company’s website. The Board devotes time at annual Board meetings to discuss Board succession issues. All members of the Board are involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. The Board regularly updates the Company’s Board skills matrix (in accordance with recommendation 2.2) to assess and ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to discharge its duties and responsibilities effectively.
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	NO	The Board Charter requires that, where practical, the majority of the Board must be independent. At this stage, due to the current size and nature of the existing Board and the magnitude of the Company’s operations only one of the Company directors is independent; however this director will resign following the Company’s recompliance with

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Recommendation 2.5

The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.

Chapters 1 & 2 of the ASX Listing Rules. As such, following the Company’s recompliance, the Company will have no independent directors. The Company will reconsider its position in relation to any new appointments in the future and make any appointment it deems necessary.

Details of each Director’s independence are provided in the Annual Reports.

The Board Charter provides that, where practical, the Chairman of the Board should be an independent Director. Given the current size and composition of the Board, appointing an independent Chair is not possible.

The Board will consider appointing an independent Director as Chairman in the future.

Principle 4 : Safeguard integrity in financial reporting

Recommendation 4.1

The Board of a listed entity should:

(a) have an audit committee which:
(i) has at least three members, all of whom are nonexecutive Directors and a majority of whom are independent Directors; and
(ii) is chaired by an independent Director, who is not the chair of the Board, and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience of the members of the committee; and
(v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact

PARTIALLY

The Company currently does not have an Audit and Risk Committee as it is of the view that its resources would be better utilised in other areas. This is due to the current size of the Company, the magnitude of its operations and the fact that the Board has sufficient skills and expertise to effectively carry out the role of the Audit and Risk Committee,

Under clause 4(h) of the Company’s Board Charter, the full Board currently carries out the duties that would ordinarily be assigned to the Audit and Risk Committee under the written charter for that committee.

The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website, which include managing the relationship of the Company with its external auditors.

The Board devotes time at annual Board meeting to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors. All members of the Board are involved in the Company’s

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and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Recommendation 4.2

The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

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PARTIALLY

audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.

These obligations of a Company’s CFO or CEO (if any) are set out in the Company’s Corporate Governance Plan.

Due to the current size of the Company and the magnitude of its operations and the fact that the Board has sufficient skills and expertise to effectively carry out the role of the CEO and CFO and provide the necessary declaration in relation to the Company’s financial records, at this stage the Company has not appointed a CEO or CFO as it is of the view that its resources would be better utilised in other areas.

Principle 7: Recognise and manage risk

Recommendation 7.1	Recommendation 7.1		Due to the size and nature of the
The Board of a listed entity should: (a) have a committee or committees to oversee risk,		PARTIALLY	existing Board and the magnitude of the Company’s operations the Company currently has no Audit and Risk Committee. Under clause 4(h) of the Company’s Board Charter, the full
each of which:			Board currently carries out the duties
(i)	has at least three members,		that would ordinarily be assigned to
	a majority of whom are		the Audit and Risk Committee under
	independent Directors; and		the written terms of reference for that
(ii)	is chaired by an		committee.
	independent Director,		The role and responsibilities of the
and	disclose:		Audit and Risk Committee are outlined in Schedule 3 of the
(iii)	the charter of the		Company’s Corporate Governance
	committee;		Plan available online on the
(iv)	the members of the		Company’s website.
	committee; and		The Board devotes time at quarterly
(v)	as at the end of each reporting period, the number of times the		Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the
	committee met throughout the period and the individual attendances of		entity’s risk management framework and associated internal compliance and control procedures.
	the members at those
	meetings; or

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(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

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Principle 8: Remunerate fairly and responsibly

(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	PARTIALLY	Due to the size and nature of the existing Board and the magnitude of the Company’s operations the Company currently has no Remuneration Committee. Under clause 4(h) of the Company’s Board Charter, the full Board currently carries out the duties that would ordinarily be assigned to the Remuneration Committee under the written terms of reference for that committee. The role and responsibilities of the Remuneration Committee are outlined in Schedule 4 the Company’s Corporate Governance Plan available online on the Company’s website The Board will devote time at the annual Board meeting to fulfilling the roles and responsibilities associated with setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

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BLACK ROCK MINING LIMITED — Capital/Financing Update 2015

64531_rns_2015-02-18_5059f5bc-041a-4805-a3fb-dad5049bcb76.pdf

GREEN ROCK ENERGY LIMITED (TO BE RENAMED BLACK ROCK MINING LIMITED) ACN 094 551 336

PROSPECTUS

IMPORTANT INFORMATION

CONTENTS

1. IMPORTANT NOTICE

Forward-looking statements

Foreign Investors

Photographs and Diagrams

Conditional Offer

Risks

Exposure Period

2. CORPORATE DIRECTORY

Directors

Registered Office

Company Secretary

Share Registry*

Current ASX Code: GRK

Proposed new ASX Code: BKT

Solicitors

Auditor

Lead Manager

Investigating Accountant

Corporate Advisor

Independent Geologist

3. TIMETABLE

4. CHAIRMAN’S LETTER

5. INVESTMENT OVERVIEW

5.1

The Company

5.2

Change of Name

5.3

Objectives

5.4 Business Model

5.5

Key Investment Highlights

5.6 Key Risks

5.7 Offer

5.8 Conditions of Offer

5.9 Use of Funds

5.10 Capital Structure

5.11 Restricted Securities

5.12 Agreements with Directors, Related Parties or Substantial Shareholders

5.13 Director participation in the capital raising

5.14 Corporate Governance

6. DETAILS OF THE OFFER

6.1 The Offer

6.2

Purpose of the Offer

6.3 Use of Funds

6.4 Applications under the Offer

By Post to:

6.5 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

6.6 ASX listing

6.7

Issue

6.8 Applicants outside Australia

6.9 Not Underwritten

6.10 Forecast Financial Information

6.11 Restricted Securities

None of the Shares offered under this Prospectus will be treated as restricted securities and will be freely transferable from their date of issue.

6.12 Substantial Shareholders

As at the date of the Prospectus

Notes:

On completion of the Offer and the Acquisition

Notes:

6.13 Withdrawal of Offer

6.14 Taxation

6.15 Dividend Policy

6.16 Privacy Statement

6.17 Queries

7. COMPANY AND PROJECT OVERVIEW

7.1 Company Background

7.2 Tanzania

7.3

The Projects

Map 2 – Location of Company Projects in Tanzania

BLACK ROCK MINING LIMITED Capital/Financing Update 2015

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