BOA RESOURCES LTD - Capital/Financing Update 2011

BOADICEA RESOURCES

LTD

ACN 149 582 687

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“Regions Caesar never knew thy posterity shall sway”

WILLIAM COWPER

PROSPECTUS

For an offer of 4 million Shares at an issue price of $0.20 per Share to raise $800,000. Over subscriptions of up to a further 5 million Shares at an issue price of $0.20 per Share to raise up to a further $1 million may be accepted.

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.

Boadicea Resources Ltd

1.	CORPORATE DIRECTORY	2
2.	IMPORTANT NOTICE	3
3.	INVESTMENT OVERVIEW	5
4.	CHAIRMAN’S LETTER	19
5.	DETAILS OF THE OFFER	20
6.	COMPANY AND PROJECT OVERVIEW	23
7.	RISK FACTORS	26
8.	INDEPENDENT GEOLOGIST’S REPORT	31
9.	INVESTIGATING ACCOUNTANT’S REPORT	59
10.	SOLICITOR’S REPORT ON TENEMENTS	68
11.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE	93
12.	MATERIAL CONTRACTS	105
13.	ADDITIONAL INFORMATION	110
14.	DIRECTORS’ AUTHORISATION	118
15.	GLOSSARY	119
16.	APPLICATION FORM	122

Boadicea Resources Ltd

1. CORPORATE DIRECTORY

Directors

Registered Office

Clarke Dudley Executive Chairman and Chief Executive Officer

Nicholas Kempton Technical Director

Suite 2 25 Koornang Road CARNEGIE VIC 3163

Telephone: + 61 3 9569 3467 Facsimile: +61 3 9572 3762

Eugene Odachowski Financial Director

Email: info@boadicearesources. com.au Website: www.boadicearesources. com.au

Company Secretary

Eugene Odachowski

Share Registry*

Proposed ASX Code

Advanced Share Registry Ltd 150 Stirling Highway NEDLANDS WA 6009

BOA

Telephone: +61 8 9389 8033 Facsimile: +61 8 9389 7871

Independent Geologist

Solicitors

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

Malcolm Castle P.O. Box 473 SOUTH PERTH WA 6951

Auditor

Investigating Accountant

Stantons International Pty Ltd trading as Stantons International Securities Level 2, 1 Walker Avenue WEST PERTH WA 6005

Melanie Leydin Leydin Freyer Audit Pty Ltd Suite 304 22 St Kilda Road ST KILDA VIC 3182

This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

Boadicea Resources Ltd

2. IMPORTANT NOTICE

This Prospectus is dated 22 December 2011 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 Shares 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 Shares the subject of this Prospectus should be considered highly speculative.

2.1 Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

2.2 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.boadicearesources.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.

2.3 Website

No document or information included on our website is incorporated by reference into this Prospectus.

Boadicea Resources Ltd

2.4 Forwarding-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, the Directors and our management.

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

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

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

2.5 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 shown 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.

Boadicea Resources Ltd

3. INVESTMENT OVERVIEW

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

3.1 The Company

The Company was incorporated on 28 February 2011 for the primary purpose of acquiring exploration tenements in Western Australia for evaluation and the discovery of commercially viable mineral deposits.

The Company’s initial focus will be on gold exploration. Once the Company has listed on the ASX it may consider acquiring additional projects including minerals other than gold.

3.2 Business Model

The Company is a speculative exploration company and, following the receipt of approval to be admitted to the Official List, intends to exercise options to acquire four gold projects in Western Australia, providing the Company with a good opportunity to identify and develop gold resources in a time of high gold prices.

The Company’s business model is reliant on successful exploration results both in the initial stages of sampling and subsequent drilling. Positive exploration results will upgrade the Company’s projects which should in turn enhance the value of Shareholders’ investment.

The Company has entered into the Askins Agreement, the Mahoney Agreement and the Williams Agreement pursuant to which the Company has earned rights to acquire a 100% interest in the Askins Tenements, the Mahoney Tenements and the Williams Tenements.

The Company will have a right to acquire a 100% interest in the Symons Hill Project and the Lake Austin Project, both located in Western Australia, pursuant to the Askins Agreement. The Symons Hill Project is comprised of a granted exploration licence located in the Norseman area. The Lake Austin Project is comprised of an application for an exploration licence located adjacent to the historic Big Bell Mine near Cue.

If the Company exercises its option under the Askins Agreement (Askins Option) before 30 March 2012 (Askins Expiry Date), the Company will progress the grant of the application for the tenement at the Lake Austin Project and conduct further sampling at the Symons Hill Project over a gold in soil anomaly of approximately 2 by 1 kilometres in area delineated in the Company’s initial sampling program with the aim of expanding the anomaly to the north and west. In addition, the Company intends to undertake closer spaced infill sampling at the Symons Hill Project. Please refer to Section 12.1 for further information in relation to the Askins Agreement.

The Company will have a right to acquire a 100% interest in the Calypso Project, located in Western Australia, pursuant to the Williams Agreement. The Calypso Project is comprised of three granted prospecting licences in the Leonora area (Williams Tenements).

Boadicea Resources Ltd

If the Company exercises its option under the Williams Agreement (Williams Option) before 30 March 2012 (Williams Expiry Date), the Company intends to digitise and process the available data from previous explorers with 3D modelling and undertake its own drilling at the Calypso Project site initially to test the grade and extent of the interpreted oxide zone. The Williams Agreement is conditional on the Company spending $125,000 on the Calypso Project within two years of listing on the ASX. Please refer to Section 12.2 for further information in relation to the Williams Agreement.

The Company will have a right to acquire a 100% interest in the Murrin Murrin Project, located in Western Australia, pursuant to the Mahoney Agreement. The Murrin Murrin Project is comprised of two granted prospecting licences and four granted mining leases located in the Leonora area (Mahoney Tenements).

If the Company exercises its option under the Mahoney Agreement (Mahoney Option) before 30 March 2012 (Mahoney Expiry Date), the Company intends to complete geological mapping, sampling and utilise the alluvial gold workings at the Murrin Murrin Project to determine the source of the gold from which the alluvials have shed. Pursuant to the terms of the Mahoney Agreement, Mahoney retains the rights to mine for alluvial gold for 12 months from 8 July 2011 to a depth of two metres below the surface of the land the subject of the Mahoney Tenements. Please refer to Section 12.3 for further information in relation to the Mahoney Agreement.

A summary of the Symons Hill Project, Lake Austin Project, Calypso Project and Murrin Murrin Project (Projects) are set out in Section 6 of this Prospectus and more detailed information is included in the Independent Geologist’s Report in Section 8 of this Prospectus.

New investors who subscribe for Shares under the Offer will own a relatively small interest in the Company and as such are unlikely to be able to significantly affect the Company’s direction by exercising their voting rights in the usual manner.

Furthermore, a liquidity risk may exist for new investors as a significant portion of the Company’s existing shares may be placed in escrow.

3.3 The Objectives

The Company’s main objectives on completion of the Offer are:

(a) complete the acquisition of the Projects including settlement with the respective vendors;
(b) commence exploration on the Calypso and Murrin Murrin Projects including geological mapping, sampling and drilling; and
(c) continue exploration on the Symons Hill Project including mapping and extensive sampling over a recently discovered large gold in soil anomaly.

Boadicea Resources Ltd

3.4 Key Investment Highlights

(a) Boadicea is an Australian based exploration company established primarily to acquire and explore gold projects in Western Australia.
(b) Boadicea has entered into the Option Agreements with the Vendors to acquire 100% of the Symons Hill Project, the Lake Austin Project, the Calypso Project and the Murrin Murrin Project.
(c) The Symons Hill Project is located east of Norseman in Western Australia and approximately 200 kilometres south-east of Kalgoorlie within the part of the Proterozoic Albany Fraser Belt, which hosts Anglogold Ashanti’s Tropicana gold deposit, which now has Resources in excess of 6 million ounces of gold (comprised of Measured Resource of 1.95 million ounces, Indicated Resource of 3.25 million ounces and Inferred Resource of 1.21 million ounces).
(d) Initial field work undertaken by Boadicea at the Symons Hill Project has outlined a large gold in soil anomaly exceeding 2 by 1 kilometres in area.
(e) The Lake Austin Project is located to the west of the township of Cue in Western Australia, just east of the Big Bell Shear which hosts the Big Bell gold deposit owned by another company. The Lake Austin Project is comprised of an application for an exploration licence. Exploration targets include the alluvial gold which has shed into the major drainage on the land the subject of the exploration licence application from the Big Bell deposit and the greenstones which have only been cursorily explored by previous explorers.
(f) The Calypso Project is located approximately 22 kilometres east of Leonora in Western Australia where the principal target for Boadicea is to assess the supergene gold mineralisation encountered by a previous exploration major.
(g) The Murrin Murrin Project is located approximately 50 kilometres east of Leonora in Western Australia. Despite evidence of small scale mining at the Murrin Murrin Project in the past, very little exploration has been carried out in recent times. The Murrin Murrin Project warrants a modern exploration approach to determine the extent of the quartz veins and the average grade on the mineralised zone.
(h) The Board of Directors has a record of success in the minerals exploration industry and a broad range of experience in commercial dealings including detailed knowledge of the corporate, legal, financial and technical aspects of managing and promoting exploration companies.
(i) In addition to acquiring the Projects, Boadicea intends to pursue new projects in the resource sector, both in Australia and overseas, by way of acquisition or investment.
(j) Full details in respect of Boadicea and the Projects are set out in Sections 6 and 8 of this Prospectus.

Boadicea Resources Ltd

3.5 Key Risks

The business, assets and operations of the Company are 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.

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 manage them is limited.

Set out below are specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 7.

• Options to Acquire the Projects

Pursuant to the Agreements, the Company has been granted options to acquire the Projects. Whilst the options to acquire the respective Project under each Agreement have not been exercised, the Company intends to exercise the options following receipt of conditional approval to be admitted to the Official List. If the Company does not exercise its options under any or all of the Agreements, the Offer will not proceed and the Company will not be admitted to the Official List.

• Grant of Licence

The Company has agreed to acquire an application for exploration licence 20/750 adjoining the Big Bell Mine. There is a risk that this exploration licence application may not be granted by the minister responsible for the Mining Act 1978 (WA). If the exploration licence application 20/750 was not to be granted, the Company would be unable to explore the land the subject of the exploration licence application.

• Status of Tenements

The Williams Tenements expire in October 2012. The Company cannot guarantee that the Williams Tenements will be renewed beyond their current expiry date and there is a material risk that, in the event the Company is unable to renew these granted tenements beyond their current expiry date, the Company’s interest in the Calypso Project will be relinquished.

Pursuant to the terms of the Williams Agreement, the Company’s interest in the Williams Tenements, when acquired, will be subject to a commitment to spend $125,000 on the Williams Tenements within 24 months of being admitted to the Official List. The Company has provided for this expense in the “exploration expenditure” item contained in the table in Section 3.8 and has every intention of meeting this expenditure commitment. However, if the Company fails to meet this expenditure commitment for some reason and this failure is not rectified within 90 days, then the Company will be required to transfer its interest in the Williams Tenements to Williams for $1.

Boadicea Resources Ltd

• Exploration Risks

To date, there has been limited exploration on the Projects and there is not presently any JORC Code compliant resources on the Tenements. Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

• Access Risk

As identified in the Solicitor’s Report on Tenements in Section 10 of this Prospectus, there are a number of third party interests which overlay areas within the tenements, including:

(a) native title claims;

(b) Aboriginal heritage sites;
(c) Aboriginal reserves;
(d) pastoral leases; and
(e) road reserves.

Under Western Australian and Commonwealth legislation, the Company may be required to obtain the consent of the holders of these third party interests prior to commencing any exploration or mining activities on the affected areas within the tenements. Whilst the requirement to seek and obtain such consents is customary in Western Australia, any delay in obtaining these consents may impact on the Company’s ability to carry out exploration activities within the affected areas.

• Limited History

The prospects of the Company must be considered in the light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly in the mineral exploration sector, which has a high level of inherent uncertainty.

The Company was only recently incorporated (28 February 2011) and has no operating history and limited historical financial performance. Limited exploration has previously been conducted on the tenements, and the Company is yet to conduct its own exploration activities on the tenements with the exception of the Symons Hill Project where an initial soil sampling program has been completed.

If the Projects are acquired by the Company, no assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Projects. Until the Company is able to realise value from the Projects, it is likely to incur ongoing operating losses.

Boadicea Resources Ltd

• Contractual Risk

In order for the Company to be able to achieve its objectives, it is reliant on the Vendors complying with their contractual obligations under their respective option to purchase agreements.

• Future Requirements for Capital

There is no guarantee that the funds raised by this Offer will be sufficient to successfully achieve all of the Company’s objectives.

The Company has raised capital of over $1.9 million and is raising up to $1.8 million under this Offer. If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer and existing working capital, there can be no assurance that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all.

Any additional equity financing may be dilutive to the Company’s existing shareholders and any debt financing, if available, may involve restrictive covenants, which limit the Company’s operations and business strategy. The Company’s failure to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.

• Ministerial Consent to Transfer of Mining Leases

Under the Mining Act 1978 (WA) (Mining Act) the consent of the Minister for Mines and Petroleum (Minister) is required for the transfer of a mining lease. Accordingly, the transfer of M39/578, M39/579, M39/615 and M39/791 are subject to the receipt of the approval of the Minister.

Approval has not yet been received for the transfer of the mining leases. Prior to the date that approval is obtained from the Minister, the holder of the mining leases will hold the Company’s interest in the Tenements on trust as bare trustee for the Company. It would be preferable for legal title to the Tenements to be held in the Company’s name.

Notwithstanding the fact that there is no reason to suggest that the approval of the Minister will not be obtained in due course, the Company is unable to guarantee that ministerial consent will be granted in relation to the transfer of M39/578, M39/579, M39/615 and M39/791 to the Company.

• Failure to Satisfy Expenditure Commitments

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Boadicea Resources Ltd

Currently, the minimum annual expenditure commitments for P37/7415 and P37/7416 have not been met for year-end 2011. The current holder of the Tenements, Williams, sought an extension of time for payment of the expenditure commitments. An extension was granted until 8 December 2011. As the extension period has now lapsed there is a risk that those Tenements may be liable for forfeiture if no exemptions are granted.

Although P37/7415 and P37/7416 are at risk of forfeiture for the failure to satisfy the relevant expenditure commitments, the Company anticipates that the expenditure commitments will be met in the near future. Please refer to the Solicitor’s Report on Tenements in Section 10 of this Prospectus for further details.

• Pastoral Leases

As identified in the Solicitor’s Report on Tenements in Section 10 of this Prospectus, Tenements E28/1932, P39/5111, P37/7414, P37/7415, P37/7416, ELA20/750 and P37/7823 are overlapped by pastoral leases. The Company’s access to and ability to carry out exploration and mining activities may be restricted in areas where the pastoral leases overlap the Tenements.

The Western Australian Department of Mines and Petroleum imposes standard conditions on tenements granted over areas the subject for pastoral leases. The Tenements overlapped by the pastoral leases incorporate such standard conditions and accordingly the Company will have an obligation to comply with those conditions.

While the Company intends to do those things necessary to minimise the risk that the pastoral leases will interfere with its access to those Tenements, it cannot guarantee that the access it has to tenements in which it has an interest will remain unfettered in the future.

• Co-existence Risk

Pursuant to the terms of the Agreement, Mahoney retains the rights to mine for alluvial gold on the Mahoney Tenements to a depth of 2 metres until 8 July 2012. In the event that the Company and Mahoney wish to conduct exploration activities on the same area of land after the Company has acquired the Mahoney Tenements and prior to 8 July 2012, the parties must use all reasonable endeavours to accommodate the planned exploration of the other party.

There is a risk that the Company may not be able to complete all of its preferred exploration programmes in its preferred timetable, as a result of a conflict with the exploration activities and subsequently mining activities of Mahoney.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company and you should refer to the additional risk factors in Section 7 of this Prospectus before deciding whether to apply for Shares pursuant to this Prospectus.

Boadicea Resources Ltd

3.6 The Offer

The Company invites applications for 4 million Shares at an issue price of $0.20 per Share to raise $800,000. A further $1 million may be raised through over subscriptions of 5 million Shares at an issue price of $0.20 per Share.

The key information relating to the Offer and references to further details are set out below.

Indicative timetable*

Indicative timetable*
Lodgement of Prospectus with the ASIC	22 December 2011
Opening Date	22 December 2011
Closing Date	29 February 2012
Despatch of holding statements	7 March 2012
Expected date for quotation on the ASX	12 March 2012

* The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

3.7 Purpose of the Offer

The purpose of the Offer is to facilitate an application by the Company for admission of the Company to the Official List and position the Company to seek to achieve the objectives set out above in Section 3.3.

3.8 Use of Funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following admission of the Company to the Official List of the ASX as follows:

Offcial List of the ASX	as follows:
Funds available	Minimum Subscription ($) ($800,000)	Percentage of Funds (%)	Over Subscription ($) ($1,800,000)	Percentage of Funds (%)
Existing cash reserves1	1,997,381		1,997,381
Funds raised from the Offer	800,000		1,800,000
Total	2,797,381		3,797,381
Allocation of funds
Expenses of the Offer2	192,137	7%	272,569	7%
Exploration expenditure3	1,423,000	51%	1,868,000	49%
Administration costs	800,000	29%	800,000	21%
Project generation	200,000	7%	200,000	5%
Working capital	182,244	6%	656,812	18%
Total	2,797,381	100%	3,797,381	100%

Boadicea Resources Ltd

Notes:

1 Refer to the Investigating Accountant’s Report set out in Section 9 of this Prospectus for further details.
2 Refer to Section 13.6 of this Prospectus for further details.
3 Refer to the Independent Geologist’s Report in Section 8 of this Prospectus for further information on the planned exploration activities and expenditure budget for the Project.

In the event that the Offer is oversubscribed, the additional funds raised will be first applied towards the additional expenses of the Offer, followed by allocation towards further exploration expenditure with any remaining funds used for working capital purposes. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

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

3.9 Capital Structure

The capital structure of the Company following completion of the Offer is summarised below[1] :

Shares[2]

	Full Subscription	Over Subscription
Shares currentlyon issue3	36,000,005	36,000,005
Shares to be issuedpursuant to the Offer	4,000,000	9,000,000
Total Shares on completion of the Offer	40,000,005	45,000,005

Notes:

1 Refer to the Investigating Accountant’s Report set out in Section 9 of this Prospectus for further details.
2 The rights attaching to the Shares are summarised in Section 13.2 of this Prospectus.
3 The Shares currently on issue were issued as follows:
a. 5 Shares issued at $1to a Director on 28 February 2011.
b. 8,000,000 Shares issued at $0.001 to a Director acting as a promoter of the Company on 10 March 2011.
c. 2,000,000 Shares issued at $0.001 to an associate of a Vendor on 19 April 2011.
d. 4,000,000 Shares issued at $0.01 to a Director as seed capital on 30 April 2011.
e. 20,000,000 Shares issued at $0.10 to seed investors on 31 October 2011.
f. 1,200,000 Shares issued to Mahoney, pursuant to the Mahoney Agreement, on 16 December 2011.
g. 800,000 Shares issued to Williams, pursuant to the WIlliams Agreement, on 16 December 2011.

Boadicea Resources Ltd

The promoter shares were issued for investigating and negotiating the acquisition of the Company’s Projects, fund raising, Prospectus preparation and related matters. An associate of a Vendor was issued shares for facilitating the acquisition of projects owned by a Vendor. The seed investor shares were issued in order to finance initial Company expenditure and to give certainty as to the greater part of funds sought by the Company. These Shares were issued at a discount to the issue price of the Shares offered pursuant to the Offer to reflect the increased risk associated with an investment in the Company at the time of their issue.

The Company intends to undertake a non-renounceable entitlement offer of loyalty options within 3 months of its admission to the Official List. Holders of Shares at the record date will be entitled to one loyalty option (Loyalty Option) for every one Share held. The Loyalty Options will be offered at a price of $0.01 per Loyalty Option. The Loyalty Options will allow the holder to exercise the Loyalty Option to buy one new Share in the Company for $0.20 within a period of twelve (12) months from the record date. The record date will be set and announced by the Directors at the time the Loyalty Option entitlement issue is announced.

3.10 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the table below.

Shareholder	Shares	% as at date of Prospectus	% on completion of the Offer
Clarke Dudley	22,500,005	66.18%	56.25%
Tootub Pty Ltd	2,500,000	7.35%	6.25%
Ulysses Ganas	2,000,000	5.88%	5%
Geotech International Pty Ltd	2,000,000	5.88%	5%

The above assumes no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on the ASX.

3.11 Restricted Securities

Subject to the Company being admitted to the Official List, certain Shares on issue prior to the Offer will 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. Given the large number of seed capital Shares currently on issue, a large number of Shares may be subject to this escrow requirement. During the period in which these Shares are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

Boadicea Resources Ltd

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

3.12 Financial Information

The Company was only recently incorporated (28 February 2011) and has no operating history and limited historical financial performance. The Company is yet to conduct its own meaningful exploration activities on the area of land the subject of the Tenements and will not commence these detailed activities until the Company has been admitted to the Official List.

As a result, the Company is not in a position to disclose any key financial ratios other than its balance sheet which is included in the Investigating Accountant’s Report set out in Section 9 of this Prospectus.

3.13 Taxation

The acquisition and disposal of Shares 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.

3.14 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the evaluation and development of the Projects. These activities, together with the possible acquisition of interests in other projects, 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.

3.15 Directors and Key Personnel

Mr Clarke Dudley – Executive Chairman and Chief Executive Officer C.A.

Clarke Dudley is a Chartered Accountant with extensive experience in the management of listed companies over a period of 30 years within the mining industry.

He was previously Chairman and Managing Director of Alcaston Mining NL (Alcaston) from 1991 to 2001. Initially the Company’s gold exploration activities were rationalised and subsequently expanded to cover a wider range of commodities including diamonds. Towards the end of this period Alcaston was well cashed-up,

Boadicea Resources Ltd

with a highly desirable portfolio of exploration projects that were attracting major company joint venture interest.

Other companies of which he has been a director include Regency Investments Ltd and Tern Minerals Ltd (now Rand Mining NL).

Mr Nicholas Kempton – Technical Director M.Sc MAusIMM

Nicholas Kempton is a Geologist and a member of the Australasian Institute of Mining and Metallurgy with more than 35 years experience in the mining industry

Mr Kempton was previously Technical Director of Alcaston from 1994 to 2001.

Prior to joining Alcaston, Mr Kempton was Chief Geologist with Shell Coal Australia and later regional head of exploration for Shell Coal International in London. Subsequent to that, Mr Kempton was Environmental Advisor to the Coal and Metal Divisions of Shell Australia and was responsible for the successful clearance through public Environmental Impact Statements of several major gold and coal mining projects.

Mr Kempton is familiar with the geological, environmental and mining legislative frameworks in all States and Territories having worked on mineral, oil and gas, and coal exploration and mining feasibility studies throughout Australia.

Until recently, Mr Kempton operated his own consultancy and has undertaken a number of major projects including environmental audits of RTZ’s exploration and pre-development projects in Australia and environmental management reports for Anglo Coal Australia.

Mr Eugene Odachowski – Financial Director & Company Secretary C.A.

Eugene Odachowski is a practicing Chartered Accountant with extensive business and commercial experience in both private and public listed companies over a period of 30 years.

He was previously Financial Director of Alcaston from 1991 to 2001, and chairman of that Company’s audit and remuneration committees.

Prior to joining Alcaston, Mr Odachowski worked for a number of Chartered Accountancy Firms, specialising in public company audits. Mr Odachowski left employment to commence his own public practice in 1980 specialising in taxation and audit. For a period of time he was the auditor of Tern Minerals Ltd., a publicly listed gold exploration Company.

Management and Consultants

The Company’s Projects will be managed by the Company’s Executive Chairman who will engage consultants for field work as required. The Company’s Technical Director will oversee the activities of the Executive Chairman and consultants.

Boadicea Resources Ltd

3.16 Corporate Governance

To the extent applicable, in light of the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (2nd Edition) as published by the ASX Corporate Governance Council (Recommendations).

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section11.2 of this Prospectus and the Company’s compliance and departures from the Recommendations are set out in Section 11.3 of this Prospectus.

In addition, the Company’s full Corporate Governance Plan will be available from the Company’s website (www.boadicearesources.com.au).

3.17 Disclosure of Interests

The Company has paid no remuneration to its Board since incorporation to the date of this Prospectus and no remuneration will be paid or accrue until such time as the Company is admitted to the Official List.

For each of the Directors, the proposed annual remuneration for the financial year following the Company being admitted to the Official List together with the relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director	Remuneration	Shares (held directly)	Shares (held indirectly)
Clarke Dudley	$120,000	22,500,005	Nil
Nicholas Kempton	$15,000	Nil	Nil
Eugene Odachowski	$30,000	Nil	1,000,000

3.18 Agreements with Directors or Related Parties

The Company’s policy in respect of related party arrangements is as follows:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

Deeds of indemnity, insurance and access

The Company intends to enter into a deed of indemnity, insurance and access with each of its Directors and the Company Secretary. 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. 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 in certain circumstances.

Boadicea Resources Ltd

3.19 Options

The Company currently has no options on issue and no options are proposed to be issued pursuant to this Offer. As noted in Section 3.9, the Company intends to offer Loyalty Options pursuant to a non-renounceable entitlement issue within 3 months of its admission to the Official List.

Boadicea Resources Ltd

4. CHAIRMAN’S LETTER

Dear Investor

On behalf of the Directors of Boadicea Resources Ltd (Company or Boadicea), I am delighted to invite you to become a shareholder of the Company.

The Company is seeking to raise up to $1,800,000 through the issue of up to 9 million shares at an issue price of $0.20 per Share.

The Company is a speculative exploration company and following the receipt of approval to be admitted to the Official List, intends to exercise options to acquire 100% of the Projects, which are located in the Cue, Leonora and Norseman areas of Western Australia and which are prospective for gold.

The Company’s most advanced project is the Symons Hill Project located east of Norseman and approximately 200 kilometres south-east of Kalgoorlie. The Symons Hill Project is situated within the part of the Proterozoic Albany Fraser Belt which hosts Anglogold Ashanti’s Tropicana gold deposit, which now has Resources in excess of 6 million ounces of gold (comprised of Measured Resource of 1.95 million ounces, Indicated Resource of 3.25 million ounces and Inferred Resource of 1.21 million ounces). Initial field work undertaken by the Company at the Symons Hill Project has outlined a large gold in soil anomaly exceeding 2 by 1 kilometres in area.

In addition to exploring the soon to be acquired Projects the Company will evaluate the acquisition of new projects both within Australia and overseas.

The Company has a highly experienced commercial and technical Board of Directors with extensive expertise within the mineral exploration industry.

The Company intends to offer Loyalty Options to all Shareholders within 3 months of the Company’s admission to the Official List.

Before making your decision to invest you should carefully read this Prospectus and

seek professional advice if required.

On behalf of the Board, I commend the Offer to you and look forward to welcoming you as a Shareholder.

Yours sincerely,

Clarke Dudley Executive Chairman

Boadicea Resources Ltd

5. DETAILS OF THE OFFER

5.1 The Offer

Pursuant to this Prospectus, the Company invites applications for 4 million Shares at an issue price of $0.20 per Share to raise $800,000.

The Company may accept over subscriptions of up to a further $1 million through the issue of up to a further 5 million Shares at an issue price of $0.20 each under the Offer. The maximum amount which may be raised under this Prospectus is therefore $1.8 million.

The Shares offered under this Prospectus will rank equally with the Company’s existing Shares on issue.

5.2 Minimum subscription

The minimum subscription to be raised pursuant to this Prospectus is $800,000.

If the minimum subscription to the Offer of $800,000 has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

5.3 Applications

Applications for Shares under the Offer must be made using the Application Form.

Applications for Shares must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares ($200) and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “Boadicea Resources Ltd – Share Offer Account” and crossed “Not Negotiable”, must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date.

The Company reserves the right to close the Offer early.

5.4 ASX listing

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

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

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

Boadicea Resources Ltd

5.5 Allotment

Subject to the minimum subscription to the Offer being reached and the ASX granting conditional approval for the Company to be admitted to the Official List, allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares 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 all the Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

5.6 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 Shares or otherwise permit a public offering of the Shares 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 allotment and issue of the Shares 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.

5.7 Over subscriptions

The Company may accept over subscriptions of up to a further $1 million through the issue of up to a further 5 million Shares at an issue price of $0.20 each under the Offer. The maximum which may be raised under this Prospectus is therefore $1,800,000.

5.8 Not underwritten

The Offer is not underwritten.

Boadicea Resources Ltd

5.9 Commissions payable

The Company reserves the right to pay a commission of 6% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

Boadicea Resources Ltd

6. COMPANY AND PROJECT OVERVIEW

6.1 Company Overview

Boadicea was incorporated on 28 February 2011 and subsequently entered into the Option Agreements to acquire the Projects, which are prospective for gold in the Cue, Leonora and Norseman areas in Western Australia.

Potential investors are referred to the Independent Geologist’s Report in Section 8 of this Prospectus in which the Projects and proposed exploration programs and budgets are more fully described. The location of the Projects is shown below.

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Location of the Projects

Details of the Tenements are provided in the Solicitor’s Report on Tenements in Section 10 of this Prospectus.

A summary of the key terms of the Option Agreements is set out in material contracts in Section 12 of this Prospectus.

Boadicea Resources Ltd

6.2 Project Overview

Symons Hill Project

The Symons Hill Project is located east of Norseman and approximately 200 kilometres south-east of Kalgoorlie and comprises an exploration licence of approximately 123 square kilometres in size.

The Symons Hill Project is within the part of the Proterozoic Albany Fraser Belt, which hosts Anglogold Ashanti’s Tropicana gold deposit, which now has Resources in excess of 6 million ounces of gold (comprised of Measured Resource of 1.95 million ounces, Indicated Resource of 3.25 million ounces and Inferred Resource of 1.21 million ounces).

Initial field work undertaken by Boadicea has outlined a large gold in soil anomaly

exceeding 2 by 1 kilometres in area in the western part of the Tenement.

The anomaly is not closed off to the north or to the west, and has been generated on lines one kilometre apart, so there is much scope for better definition with extended and infill soil sampling.

Boadicea proposes to explore the Symons Hill Project with further geochemical soil sampling, rock chip sampling and geological mapping followed by RAB drilling to delineate target zones in year one.

Lake Austin Project

The Lake Austin Project is located to the west of the township of Cue and comprises an exploration licence application of approximately 171 square kilometres in size.

The tenement is just east of The Big Bell Shear which hosts The Big Bell gold deposit

owned by another Company.

Potential exploration targets include the alluvial gold which has shed into the major drainage from The Big Bell deposit and the greenstones which have only been cursorily explored by previous explorers.

Boadicea intends to progress the exploration licence application to grant and at this stage has not allocated any of its exploration budget to the Lake Austin Project.

Calypso Project

The Calypso Project is located approximately 22 kilometres east of Leonora and comprises a group of 3 prospecting licences that are approximately 495 hectares in size.

Gold mineralisation within the tenement area appears to be mainly confined to the northern zone previously drilled by BHP. This zone appears to be a supergene pod overlying low grade primary mineralisation.

The principal target for Boadicea at the Calypso Project is to assess the supergene gold mineralisation encountered by BHP. Boadicea will digitise and process the available data with 3D modelling and undertake RAB drilling to delineate target zones in year one.

Boadicea Resources Ltd

Murrin Murrin Project

The Murrin Murrin Project is located approximately 50 kilometres east of Leonora and comprises a group of 4 mining leases that are approximately 505 hectares in size and 2 prospecting licences that are approximately 367 hectares in size.

Historic gold production records relate to small parcels and do not represent a significant volume of rock but very little exploration apart from minor trenching has been carried out in recent times. The Murrin Murrin Project warrants a modern exploration approach to determine the extent of the quartz veins and the average grade on the mineralised zone.

Boadicea proposes to explore the Murrin Murrin Project with rock chip sampling and geological mapping followed by RAB drilling to delineate target zones in year one.

Boadicea Resources Ltd

7. RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, 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 our business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

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

7.2 Company specific

The key risks which the Directors consider are associated with an investment in the Company are:

(a) Options to acquire the Projects;
(b) Grant of licence;
(c) Status of Tenements;
(d) Exploration risks;
(e) Access risk;
(f) Limited history of the Company;
(g) Contractual risk;
(h) Future requirements for capital;
(i) Ministerial Consent to Transfer of Mining Leases;
(j) Failure to Satisfy Expenditure Commitments;
(k) Pastoral Leases; and
(l) Co-existence Risk.

Details of these key risks are contained in Section 3.5 of this Prospectus.

7.3 Industry specific

(a) Operational and technical risks

The current and future operations of the Company, including exploration, appraisal

Boadicea Resources Ltd

and possible production activities, may be affected by a range of factors, including;

(i) geological conditions;
(ii) limitations on activities due to seasonal weather patterns and cyclone activity;
(iii) alterations to exploration programs and budgets;
(iv) unanticipated operational and technical difficulties encountered in survey, drilling, other exploration activities and/or production activities;
(v) electrical and mechanical failure of operating plant and equipment, industrial and environmental accidents, industrial disputes and other force majeure events;
(vi) unavailability of aircraft or drilling equipment to undertake airborne surveys and other geological investigations;
(vii) the supply and cost of skilled labour;
(viii) prevention or restriction of access by reason of political unrest, outbreak of hostilities and inability to obtain consents or approvals (including clearance of work programs pursuant to the existing and any future access agreements entered into with any registered Aboriginal Land Council and the Native Title claimants); and
(ix) while the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

(b) Resource estimates

There are not currently any JORC Code compliant resources on the Tenements. In the event a resource is delineated this would be an estimate only. Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available through drilling, sampling and similar examinations.

In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company’s operations.

(c) Commodity price volatility and foreign exchange risk

In the event that the Company achieves exploration success leading to production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price risks.

Boadicea Resources Ltd

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for minerals, forward selling by producers, and production cost levels in major metal-producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

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

(d) Tenement title

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

All of the Tenements in which the Company has or may acquire an interest in will be subject to applications for renewal or grant (as the case may be). The renewal or grant of the term of each Tenement is usually at the discretion of the relevant government authority. If a Tenement is not renewed or granted, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on the Tenement.

For further information on the Tenements, refer to the Solicitor’s Report on Tenements in Section 10 of this Prospectus.

(e) Native title

The Native Title Act recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs.

If native title rights exist over the land the subject of the Tenements, the ability of the Company to gain access to the Tenements (through obtaining consent of any relevant native title holder) or to progress from the exploration phase to the development and mining phases of operations, may be adversely affected.

Further, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the Tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company.

Boadicea Resources Ltd

The Company must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining operations.

(f) Environmental risks

Mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. Future legislation and regulations governing production may impose significant environmental obligations on the Company in relation to mining. The Company intends to conduct its activities in a responsible manner which minimises its impact on the environment, and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals may prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company’s business, financial condition and results of operations.

7.4 General risks

(a) Economic

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

(b) Market conditions

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

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;

Boadicea Resources Ltd

(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

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

(c) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(d) Reliance on key personnel

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

(e) 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.

Boadicea Resources Ltd

8. INDEPENDENT GEOLOGIST’S REPORT

Malcolm Castle

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Consulting Geologist P.O. Box 473, South Perth, WA 6951 Phone: 08 9474 9351 Mobile: 04 1234 7511 Email: [email protected] ABN: 84 274 218 871

2 December 2011

The Directors Boadicea Resources Ltd Suite 2, 25 Koornang Rd Carnegie, VIC, 3163

Dear Sirs,

Re:

INDEPENDENT GEOLOGIST’S REPORT ON GOLD PROJECTS IN WESTERN AUSTRALIA

I have been commissioned by Boadicea Resources Ltd (“Boadicea” or the “Company”) to provide an independent technical report on mineral projects in Western Australia which together comprise “the Projects” (“Report”). This Report is to be included in a Prospectus to be lodged by the Company with the Australian Securities and Investments Commission (“ASIC”). The funds raised will be used to partly fund the consideration to acquire the Projects, for ongoing exploration and evaluation of the mineral properties of the Projects and working capital requirements.

The Projects

The Symons Hill Project is within the part of the Proterozoic Albany Fraser Belt where the recently discovered Tropicana gold deposit is located. On a regional scale, first pass Aircore drilling programmes over domains of anomalous soil/auger geochemistry have, in many areas, returned anomalous results that warrant follow up exploration. The Effusa gold anomaly is very large and is not closed off to the north or to the west, and is generated on lines 1km apart, so there is much scope for better definition with extended and infill soil sampling. The tenor of the anomaly is of the same order of magnitude as that exhibited by many of the known deposits in the Tropicana belt. The tenement at the Symons Hill Project is granted.

At the Lake Austin Project, alluvial gold sheds into the major drainage from the Big Bell deposit. This large target concept was successfully tested in the past via soil sampling by Mt Kersey Mines, generating gold anomalies to 180ppb, and follow up drilling was done without any significant gold analyses on only one fence of RAB holes; this is an insufficient test of such a large target, so the entire drainage is still prospective, and several more test fences of RAB holes are warranted. The tenement at the Lake Austin Project is at application stage.

Boadicea Resources Ltd

At the Calypso Project gold mineralisation within the tenement area appears to be mainly confined to the northern zone previously drilled by BHP. This zone appears to be a supergene pod overlying low grade primary mineralisation. The principal target at the granted Calypso Project is to assess the supergene gold mineralisation encountered by BHP. The tenements at the Calypso Project are granted.

The Murrin Murrin Project includes mining leases and prospecting licences with old workings that have recorded gold production. The old workings are located on quartz veins and stringers which appear to have some richer zones. Old production records relate to small parcels and do not represent a significant volume of rock but very little exploration apart from minor trenching has been carried out in recent times. The area warrants a modern exploration approach to determine the extent of the quartz veins and the average grade of the mineralised zone. The tenements at the Murrin Murrin Project are granted.

The Company will have sufficient working capital to carry out its stated objectives and has prepared staged exploration programs, specific to the exploration potential of each of the Projects, which are consistent with its budget allocations. It is considered that sufficient exploration and mining activities have been undertaken by earlier explorers to justify the proposed programs and expenditure.

Exploration budgets have been proposed by the Company for the granted tenements which total $1.423 million and further budgets proposed if there is an oversubscription of $1.0 million which total $1.868 million. It is considered that the Company has a reasonable proposed exploration budget over two years consistent with its stated objectives.

Details in respect to the legal status and tenure of the tenements comprising the Projects have not been considered in this Report but are outlined in the Solicitor’s Report on Tenements, contained in Section 10 of the Prospectus.

DECLARATIONS

Relevant codes and guidelines

This Report has been prepared as a technical assessment in accordance with the “ Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports” (the “VALMIN Code”), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments Commission (“ASIC”) and the ASX Limited (“ASX”) which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where and if mineral resources have been referred to in this Report, the classifications are consistent with the ”Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the “JORC Code”), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.

Where assay values for rock chip samples and drill intercepts are quoted they represent the best results from a series of lower grade values. They should not be taken to represent the average grade of the samples unless otherwise stated.

Under the definition provided by the ASX and in the VALMIN Code, the Projects are classified as ‘exploration projects’, which are inherently speculative in nature. The Projects are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the exploration and development programs proposed by the Company.

Boadicea Resources Ltd

Sources of Information

The statements and opinion contained in this Report are given in good faith and this Report is based on information provided by the title holders, along with technical reports prepared by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this Report is based. A final draft of this Report was provided to the Company along with a written request to identify any material errors or omissions prior to lodgement.

In compiling this Report, I did not carry out a site visit to any of the Project areas. Based on my professional knowledge and experience and the availability of extensive databases and technical reports made available by various Government Agencies, I considered that sufficient current information was available to allow an informed appraisal to be made without such a visit. This Report has been compiled based on information available up to and including the date of this Report. Consent has been given for the distribution of this Report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

This Report contains statements attributable to third persons. These statements are made in, or based on statements made in previous geological reports that are publicly available from either a government department or the ASX. The authors of these previous reports have not consented to the statements’ use in this Report, and these statements are included in accordance with ASIC Class Order [CO 07/428] Consent to quote: Citing trading data and geological reports in disclosure documents and PDS.

Qualifications and Experience

The person responsible for the preparation of this Report is:

Malcolm Castle, B.Sc. (Hons), GCertAppFin (Sec Inst), MAusIMM.

Malcolm Castle has over 40 years’ experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specializes in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa, Brazil and Indonesia and technical audits in many countries.

Mr Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc. (Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Mr Castle is a Member of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and has the appropriate relevant qualifications, experience, competence and independence to be considered as an “Expert” and “Competent Person” the Australian Valmin and JORC Codes, respectively.

Boadicea Resources Ltd

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this Report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

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Malcolm Castle B.Sc.(Hons), MAusIMM, GCertAppFin (Sec Inst)

Boadicea Resources Ltd

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Location of the Projects

Boadicea Resources Ltd

SYMONS HILL PROJECT – WESTERN AUSTRALIA

LOCATION AND TENURE

The Symons Hill Project is located east of Norseman and 200km SE of Kalgoorlie. It includes granted Exploration Licence E28/1932 and covers 123 square kilometres. The tenement is mostly on Vacant Crown Land and some Pastoral Lease. It is subject to standard terms of a signed Native Title Heritage Agreement.

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Location of the Symons Hill Project in relation to Tropicana and Sipa Gold Projects

GEOLOGICAL SETTING

The project is entirely within the Proterozoic Albany-Fraser Orogen, which is a major eastnortheast to northeast trending orogenic belt that bounds the southern and eastern margin of the Archaean Yilgarn Craton. It is interpreted to be an island arc thrust against the Archaean Yilgarn Craton, and now consisting of a highly tectonised layered mafic complex with granitic gneisses.

The Albany-Fraser Orogen became a target for base metal exploration during the 1990's following the recognition that the regional geological setting and age of formation is similar to the sequence that hosts the Broken Hill silver-lead-zinc deposit in western New South Wales.

The Albany-Fraser Orogen is exposed along the southern and south-eastern margin of the Yilgarn Craton. It is characterized by high-grade gneisses, granitoid intrusions, and multiphase deformation. To the southeast, part of the orogen (including the south-eastern margin) is buried

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beneath Cainozoic deposits of the Eucla Basin. To the south the orogen is truncated by the continental margin.

The orogen can be divided into two parts. A complex of high-grade quartzo-feldspathic gneisses and layered-basic intrusions known as the Biranup Complex appear to be tectonic slices of deep continental crust emplaced to a high crustal level. A complex of less intensely deformed highgrade gneisses is intruded by sheets of granite known as the Nornalup Complex.

The northern foreland of the orogen comprises the southern part of the Yilgarn Craton into which large numbers of dykes were emplaced sub parallel with the orogen, and onto which thrust sheets of metasedimentary rocks were transported from the south.

The Biranup Complex largely comprises strongly deformed Proterozoic high-grade quartzofeldspathic and basic gneisses. The Biranup Complex has been divided into two geological domains, the Western Fraser and Dalyup Domains within the Fraser Mobile Belt.

The Western Fraser Domain consists of Proterozoic quartzo-feldspathic, psammitic and pelitic gneiss, with lesser basic gneisses. They are spatially restricted to the western margins of the Fraser Mobile Belt and occur on both sides of the Fraser Complex layered mafic granulites.

The Dalyup Domain occurs to the north and North West of Esperance. Magnetically this package is distinct from the rest of the Biranup Complex and consists of a weak magnetic background containing weakly-moderately magnetic, complexly folded stratigraphy. The geological complexity of this domain is further increased by widespread intrusion by post-tectonic granitoids, especially within the north-northwest portion.

The style of folding within the Dalyup Domain is quite distinct from the rest of the Albany-Fraser. In the south around the Dalyup River, the fold style consists of N-S oriented antiforms and synforms, the limbs often marked by large shear zones. However, upon crossing a structural domain boundary emanating from the Proterozoic duplexes to the south, the style of folding becomes far more complex.

The Southern Fraser Project area contains sub-cropping Proterozoic rocks occurring beneath a stripped in-situ laterite profile and overlying Tertiary sediments. The regolith sequence consists of a truncated Proterozoic saprolite which is variably overlain by later sediments. These overlying sediments have been modified by lateritic weathering processes and locally partially stripped due to uplift.

The Tropicana gold deposit is held by the Tropicana Joint Venture between AngloGold Ashanti Australia Limited (“AngloGold Ashanti Australia”) and Independence Group NL and represented the first discovery within a new gold province located along an ancient collision zone between the Yilgarn Craton and the Albany-Fraser Province. The geological setting was historically seen to not be prospective for gold deposits.

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The Tropicana gold project is located at the northern end of the Tropicana Joint Venture tenements, and is centred on the Tropicana and Havana deposits. The Tropicana deposit was discovered in 2005 after AngloGold Ashanti Australia followed up an unexplained gold in soil anomaly. The Havana deposit, just to the south of Tropicana, was discovered in 2006.

As at January 2009 the Tropicana Joint Venture announced a Mineral Resource of 19.9 million tonnes of Measured Resource grading 2.38 grams/tonne, 31.0 million tonnes of Indicated Resource grading 2.06 g/t and 24.3 million tonnes of Inferred Resource grading 1.83 g/t. These resources are quoted from the Tropicana Joint Venture web site and are in accordance with the JORC code.

There are almost no outcropping basement rocks in the Symons Hill Project. The area is covered by sand, soils rich in pedogenic carbonate, or drainage sediments. Basement rocks are interpreted to be similar to those cropping out in the region. No known mineralisation occurs in the tenement.

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PREVIOUS EXPLORATION

The Fraser Zone and surrounds has been covered by regional regolith and stream sediment sampling at about 4km spacing. Within the tenement there are no apparently anomalous element signatures. There is a distinct cross cutting zone of Sb and As anomalism trending into the tenement. A similar cross cutting zone includes known gold mineralisation in the several prospects such as Ommaney and Heraclius held by Sipa Resources Limited (“Sipa Resources”).

Exploration was completed by Newmont in 1966-70 in a search for mainly nickel and copper in the Fraser Range and adjoining Yilgarn block, including aeromagnetics, soil sampling, rock sampling, IP surveys and drilling, though almost all ground work is outside the tenement to the west. A search for gabbroid hosted Ni-Cu- Co deposits by Gold Partners NL in 1996-97, comprised a high quality aeromagnetic survey and its interpretation, landsat and regolith mapping. No field work done in the tenement area.

Initially Geographe Resources Ltd in 1997-2000 carried out an aeromagnetic survey and a substantial soil sampling program generating many anomalies for a variety of elements. Homestake farmed into the project and locally conducted more soil sampling and aeromagnetics, regolith mapping, and rock-chip sampling. Follow-up RAB, aircore and RC drilling was undertaken on a number of gold anomalies. Homestake’s focus was entirely on gold, and anomalous PGM/ nickel/copper/ chromium areas were not assessed. Geographe’s soil samples were of pedogenic carbonate (calcrete) collected at 1km by 1km centres. Homestake’s follow-up sampling was on a 200m by 200m grid at a number of the Geographe anomalies and some sampling and anomalism extends into the Tenement. Three gold targets, Oleosa, Torquata and Witch Doctor, were drill tested to the north of the Symons Hill Tenement.

The Oleosa Prospect was the most robust multi-element calcrete anomaly defined in both the Geographe and Homestake sampling programs. An anomalous zone trending NE for over 5km and up to 1km wide was outlined. Ten Reverse Circulation drill holes for 875m were completed. Results were of the same order of magnitude as in the calcrete at surface. The most interesting intersection was in a gossan lens. Bedrock consists of quartz-biotite-garnet granulites, with layers of pyrite-biotite-quartz granulites, which have been cut by coarse-grained synmetamorphic pegmatites. There is a strong retrograde metamorphism characterised by chlorite after biotite.

The Torquata Prospect is a 2.5km by 1km gold anomaly. More than 120 aircore and RC holes were drilled. No significant analyses were received and bedrock consists of felsic to mafic granulites with sporadic garnetiferous bands, felsic to mafic gneiss, mafic schists, pegmatites and minor quartzite. Tertiary sedimentary cover thickens significantly to the east, increasing from 2m to in excess of 90m. Despite the number of holes no coherent bedrock gold anomalism was found directly beneath the peak of the surface anomalies.

The Witch Doctor Prospect is within a large area of 15km by 10km in which scattered calcrete gold values exceed 10ppb. The peak anomaly is 400m across and was drill tested with six vertical aircore holes. Bedrock included biotite-quartz granulite with chlorite rich retrograde metamorphism.

Sirius Resources Limited (“Sirius Resources”) recently announced to the ASX it had commenced detailed soil sampling surveys over five geochemical anomalies originally defined in broad spaced sampling undertaken up to 40 years ago. These anomalies contain elevated values of nickel and copper. In addition to this, a previously identified electromagnetic (EM) conductor coincident with one of these soil anomalies has also been remodelled and verified. These anomalies relate to features visible in aeromagnetic data which are interpreted to represent prospective mafic-‐ultramafic rock sequences within the deformed Fraser Complex.

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The GSWA anomaly being explored by Sirius Resources is a coincident nickel-‐copper-‐cobalt soil anomaly, originally identified in regional laterite geochemical sampling by the Geological Survey of Western Australia. The anomaly extends 800m along strike with elevated values of nickel and copper in broad spaced (800m by 400m) follow-‐up soil sampling.

The GSWA anomaly sits just to the south of the Symons Hill Project and recent initial sampling on the Symons Hill Project has indicated an anomalous zone several kilometres in diameter.

Auger Soil Sampling on several east-west traverses were collected in 2011 in the southern part of the Tenement using an auger rig. The 360 samples were from a depth of 1m and generally of pedogenic carbonate rich soil/saprolite. Sample spacing was 100m and line spacing was 500m in the east and 1km in the west. 360 samples were analysed. Average assay value for Au was 5 ppb with a maximum of 40 ppb. Average assay value for Cu was 21ppm with a maximum of 44 ppm and average assay value for Ni was 26 ppm with a maximum of 63 ppm.

In the western part of the tenement a large gold anomaly of 7 to 40ppb (top 20% of the range) has been identified and there are numerous other anomalous areas generally of 7 to13ppb. This large anomaly, named the Effusa is essentially open to the west and north, and exceeds 2km by 1km in area. The strongest, though restricted, anomalous cluster is in the middle of the Effusa gold anomaly. Low PGM values occur over drainage areas and there is a possibility that PGMs in basement rocks are obscured by transported overburden, in contrast to more mobile gold.

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Effusa gold anomaly on TMI image derived from GSWA airborne survey.

PROSPECTIVITY:

Symons Hill is within the part of the Proterozoic Albany Fraser Belt where the recently discovered Tropicana gold deposit is located. As well as exploration work in the immediate vicinity of the Tropicana gold project, the Tropicana Joint Venture has been carrying out comprehensive regional geochemical and geophysical surveys. On a regional scale, first pass Aircore drilling

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programmes over domains of anomalous soil/auger geochemistry have, in many areas, returned anomalous results that warrant follow up exploration.

District scale gold potential is delineated by a corridor of anomalism extending 220 km to the south-west to the Beachcomber Prospect and 30 km to the north-east to the Voodoo Child prospect, both within the joint venture ground.

Nickel-chromite-PGM - Ni-Cr occurrences have been investigated at Buningonia, some distance to the north in the Fraser Range, by Growth Resources. Sirius Resources holds a licence immediately south-west of the Tenement. One of their targets is a high tenor nickel-copperchromium soil anomaly of 271ppm Ni and 594ppm Cr named GSWA. The prospective targeted rocks trend into The Tenement.

The PGM prospectivity of the area is further supported by the discovery of Tertiary heavy minerals anomalous in gold, platinum and palladium by Sabminco close to the Zanthus lignite deposit to the east,. The provenance of the heavy minerals was probably the Fraser Range, possibly in the Tenement area.

Gold - The recent discoveries in the Tropicana trend have shown that the Proterozoic sequences of the Albany-Fraser Orogen are highly prospective for major gold deposits. Tropicana’s gold resource is large and many other prospects are being tested along this belt by AngloGold Ashanti Australia, Sipa Resources and others.

The several phases of intense deformation in the area have provided an array of potentially mineralised structures. There is evidence that retrograde metasomatism and late shearing is associated with the gold mineralisation at Oleosa and Witch Doctor.

The presence of a regional cross trending antimony and arsenic anomaly is thought to be a regional guide to mineralisation, because a parallel cross trending anomaly includes known gold mineralisation in the several prospects such as Ommaney and Heraclius held by Sipa Resources

Effusa anomaly - This gold anomaly is very large and is not closed off to the north or to the west, and is generated on lines 1km apart, so there is much scope for better definition with extended and infill soil sampling. The tenor of the anomaly is of the same order of magnitude as that exhibited by many of the known deposits in the Tropicana belt.

There is no mapped outcrop, though careful future mapping would possibly define subcrop and hence define the host rocks and or structures. The airborne magnetic imagery shows that there are a few different units with varying magnetic tenor.

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PROPOSED EXPLORATION PROGRAM AND BUDGET

The Company proposes to explore the Symons Hill tenement with further geochemical soil sampling, rock chip sampling and geological mapping in year one. This will be followed by 1,000 metres of RAB drilling to delineate target zones. In year two, detailed soil AND rock chip sampling over anomalous zones will be supported by 1,500 metres of RAB drilling, 500 metres of RC drilling and 250 metres of diamond core drilling.

Symons Hill Proposed Budget

	($) Yr 1	($) Yr 2	($) TOTAL
Data review	13,000	10,000	23,000
Field Surveys	104,000	63,000	167,000
Drilling	73,000	308,000	381,000
TOTAL	190,000	381,000	571,000

In the event that the Company raises an over subscription of $1.0 million it will modify its exploration activities such that the quantum of follow up aircore and RC drilling is increased. This increase would have the effect of reducing the evaluation period of any identified mineralised zones.

Symons Hill Proposed Budget – Over Subscription

	($) Yr 1	($) Yr 2	($) TOTAL
Data review	13,000	10,000	23,000
Field Surveys	104,000	63,000	167,000
Drilling	73,000	576,000	649,000
TOTAL	190,000	649,000	839,000

The budget will be spent on the granted tenement. The exploration budget will be subject to modification on an ongoing basis depending on the results obtained from exploration and development activities as they progress. It is also noted that proposed expenditure is sufficient to cover the minimum expenditure obligation for the Symons Hill tenement as specified by the Department of Mines and Petroleum of Western Australia.

It is considered that the Company has a reasonable proposed exploration budget over two years consistent with its stated objectives and that this program is warranted and justified on the basis of the historical exploration activity and demonstrated potential for discovery of gold mineralisation.

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LAKE AUSTIN PROJECT

LOCATION AND TENURE

The Lake Austin Project is located to the west of the township of Cue and includes one Exploration Licence application, E20/750 covering approximately 171 square kilometres. The area is mostly on Pastoral Lease land, and some Vacant Crown Land.

The main populated areas in the region are the towns of Mt Magnet, Cue and Meekatharra, all located along the Great Northern Highway, which bisects the region and provides good allweather access.

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Lake Austin Project Location

GEOLOGICAL SETTING AND MINERALISATION:

The Murchison Province is the westernmost of three sub-provinces of the Archaean Yilgarn Craton in Western Australia and covers an area of approximately 95,000 square kilometres, of which less than 5% of geology is outcropping. The regional geology is dominated by granitegreenstone terrain with a number of north and north-east trending greenstone belts of mafic, felsic, ultramafic and sedimentary rocks of the Murchison Supergroup. These greenstone belts are intruded by later internal granitioids and cross-cut by a series of major crustal-district scale structures which host much of the gold and other mineral deposits in the region.

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Location of prospective greenstones over TMI image

Gold mineralization is epigenetic, intimately associated with major faults and shear zones and hosted in a range of rock types including mafic and felsic volcanics and intrusives, sediments, including Banded Iron Formation, and ultramafic rocks. The Murchison region is the second-most important gold mining region, in terms of production, after the Eastern Goldfields. The north eastern Murchison has produced significantly more gold than the south western portion, even when the proportionately larger area of greenstone is taken into account.

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Major gold deposits in the Murchison region include Big Bell, Meekatharra/Paddys Flat, Bluebird, Hill 50, Tuckabianna, Day Dawn and Cuddingwarra. Apart from these larger deposits, there are number of smaller high-grade deposits and prospects in the Murchison region.

Exploration for other commodities has been relatively minor, but significant base metal and iron ore deposits also exist within the Murchison region, such as Golden Grove and Mt Gibson respectively.

The tenement is entirely within the Archaean Yilgarn Craton, Murchison Terrane. The tenement is just east of the Big Bell Shear which hosts the Big Bell deposit and was in production mostly in the period from 1937 to 1955 and in the 1990s to 2002.

Some mapped greenstones and banded iron formation are intruded by granite within the tenement. The western side of Lake Austin, a large salt lake complex, is in the tenement. To the east, on the shores of the Lake, is a small known calcrete type uranium resource held by Energy Metals Ltd. Minor mineralisation ranging from emerald, beryl, wolfram, tantalite, scheelite, molybdenite, and cassiterite deposits occur in the Big Bell area. A major paleo and current drainage trends southwards through the tenement towards Lake Austin.

PROSPECTIVITY:

Alluvial gold sheds into the major drainage from the Big Bell deposit. This large target concept was successfully tested in the past via soil sampling by Mt Kersey Mines, generating gold anomalies to 180ppb, and follow up drilling was done without any significant gold analyses on only one fence of RAB holes; this is an insufficient test of such a large target, so the entire drainage is still prospective, and several more test fences of RAB holes are warranted.

The greenstones in the tenement have been only cursorily explored with modern exploration; some stream sediment sampling by CEC generated distinct BLEG gold anomalies to 3.2ppb, but there is no recorded follow up. The area warrants systematic soil sampling and geological mapping/rock chip sampling.

The known Lake Austin uranium deposit occurs where a drainage channel enters the lake system. The calcrete host crops out and thus generates a clear U channel radiometric anomaly.

There is potential for similar targets to exist in the Lake Austin Project area where no previous exploration is recorded. Uranium rich granites as shown on the figure can deliver uranium down the drainage to the lake edge on the western part of the lake, where uranium would precipitate in calcrete. A large linear anomaly occurs here presumably representing outcropping mineralisation. Shallowly buried calcrete, (thus lacking U channel radiometric response) could occur in a bigger target zone on the lakes edge.

An exploration program and budget will be considered when the tenement is granted.

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THE CALYPSO PROJECT

LOCATION AND TENURE

The Calypso Project includes granted Prospecting Licences P37/7414, P37/7415 and P37/7416.

The project is located approximately 22 kilometres east of Leonora. Access is via the LeonoraLaverton Road, the Yundamindera-Glenorn Road and station tracks. The tenement is located solely on Glenorn Station in the Mt Margaret Mineral Field.

GEOLOGICAL SETTING

Surficial Environment - The area is completely covered with transported sediments including lacustrine clays, aeolian sands and hardpan. The hardpan consists of stratified, manganiferous red brown clays and is commonly exposed in areas of sheet wash and interdunal areas. Aeolian sand has been localised into northwest trending dunes parallel to drainage. Lacustrine clays, which consist of stiff red brown clays with a significant magnetic ironstone component, range in thickness from a few metres in the north, to in excess of 100m in the southeast corner of the licence. A northeast-trending palaeodrainage channel is located in the extreme southeast of the licence and includes stiff green and grey clays, limonitic sands and carbonaceous clay, sand and gravels.

There is very little remnant duricrust developed over saprolite. The saprolite consists of a thick (in excess of 20m) zone of leached clays with minor rock fragments. Reduced lower saprolite (green to grey in colour) tends to be poorly developed or non-existent. Oxidised upper saprolite (yellow to brown to red in colour) is the dominant saprolite type. In some areas, the base of complete weathering is also the base of oxidation. Basalt, dolerite, gabbro and shale outcrop one to two kilometres to the north of the licence area.

The distribution of lithologies within the licence has been determined by drilling and aeromagnetic interpretation. A southeast (approximately 120" magnetic) fault zone largely separates northeast-trending siliciclastics to the south from northwest - to northerly-trending clastics, mafic volcanics and intrusives to the north. Siliciclastics include a laminated to thinly bedded magnetite-rich siltstone 3 unit, a laminated often schistose chloritic siltstone, a siliceous pale grey siltstone, a black carbonaceous shale, a greywacke unit, a mass flow breccia unit and a polymictic conglomerate. The mass flow breccia consists of angular shale and siliceous felsic volcanic fragments from 1mm to >10cm in diameter in a poorly sorted feldspathic matrix. The polymictic conglomerate consists of well-rounded felsic volcanic, black shale, basalt and lesser pyritic pebbles from 2 to 3cm in diameter within a fine-grained carbonate or sericite matrix. The felsic volcanic clasts may have been derived from the Melita rhyolite. lntrusives include feldsparquartz phyric diorite dykes and feldspar-quartz-biotite phyric dolerite dykes.

The mass flow breccia and conglomerate units possibly represent deposits formed at or close to the margin of an intracratonic rift, as a result of synchronous fault development, sedimentation and felsic volcanism. The finer grained shale, siltstone and greywacke units represent deposits formed in deeper, tectonically less active portions of the basin or rift. All lithologies have undergone greenschist facies regional metamorphism, and varying degrees of metasomatism and hydrothermal alteration.

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Structure

The Calypso Project is located in a zone of regional dilation immediately west of the KeithKilkenny Lineament. The Keith-Kilkenny Lineament coincides approximately with the western margin of the Pig Well Graben and is characterised by linear north-northwest-trending stratigraphy. The area extending west of the Keith-Kilkenny Lineament, including the area of the calypso prospect, is characterised by sigmoidal trending fault zones and/or stratigraphy, segmentation of stratigraphy by prominent northwest, north-northwest and northeast trending fault zones and rapid variations in strike and dip of the regional foliation. This is illustrated by the observation of foliation changing orientation from north-northwest strike and steep easterly dip, two kilometres northeast of Calypso to a northeast strike and moderate northerly dip some two kilometres north-northwest of Calypso. From both a mesoscopic (shear zone scale) to a macroscopic (regional) perspective, sense of movement is right lateral. Both east-west and north-south fold axial traces are evident in the region, however it is unknown how the interference of these two fold sets have influenced the lithological patterns at Calypso itself.

The magnetite-siltstone sequence defines a reclined macroscopic fold pair. Fold limbs dip moderately (40 to 60°) to the northwest. The eastern anticlinal limb is upright and dips 60° to 75° to the northwest. The fold axes plunge in a north northwest direction. Available evidence suggests that prominent east-southeast trending and northwest-trending fault zones truncate the fold pair. Rotation of fault blocks is evident from the change in attitude of bedding, stratigraphy and fold axial traces across fault boundaries.

The magnetite-siltstone sequence is probably one unit that exhibits tight to isoclinal fold development. The basis of this section was the structural measurements taken in diamond holes CD0001 and CD0002. Various geopetal structures such as graded bedding, load casts, flame structures and rare trough stratification and cut and fill structures were used to prove younging directions.

Alteration and Mineralisation

Mineralisation at Calypso is found associated with strong iron carbonate-pyrite quartz alteration within the magnetite siltstone unit or at the contact between this unit and the mass flow breccia, polymictic conglomerate or chloritic siltstone unit. A zone of moderate chlorite alteration envelops the strong to intense carbonate-pyrite-quartz alteration haloes. ln general, higher gold grades are associated with zones of higher pyrite abundance.

PREVIOUS EXPLORATION

Occidental Minerals (1975) drilled three diamond holes (OD1-OD3) in the magnetite siltstone sequence at Calypso but did not assay the core BHP Minerals, Union Oil Development and Valiant Consolidated Limited comprised the "Malcolm Joint Venture" which conducted exploration at Calypso from October 1983 to October 1988. The gold prospectivity of the area was illustrated when BHP assayed drill core from OD2 and obtained an intersection of 1.15m at 1.0ppm gold in altered conglomerate.

Exploration consisted of gridding, ground magnetics, RAB, air-core and diamond drilling and an Induced Polarisation (lP) survey over the five year period, 14,043m of RAB drilling, 6,452m of aircore drilling, and 3,440.63m of diamond drilling (28 holes) was carried out. All RAB and aircore holes were vertical and only the end of hole 2m sample was assayed for gold, arsenic and tungsten. Hole spacing ranged from 40m by 40m or 40m by 80m in the central area of the prospect to 400m by 100m to the northwest and southeast of the prospect. ln the southern part of the Calypso Project, most of the RAB holes failed to penetrate lacustrine clays. Diamond drill testing centred on two main areas of the prospect, with holes spaced 20m by 20m or 20m by 40m or closer. The drill core was only selectively analysed for gold and arsenic. It was difficult to

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correlate geology and gold geochemistry even between close spaced sections with diamond holes drilled in three directions in one area. The dipole-dipole induced polarisation survey failed to locate any coincident chargeability and resistivity anomalies

Ashton Mining (1992 - 1994) drilled four lines of shallow angled RAB holes, and conducted limited soil sampling in the central area of the Calypso Project. Gold and results in both the RAB and soíl samples were poor. North Limited (1995-1996) carried out an examination and part analysis of diamond drill core previously drilled by BHP Minerals, along with down hole geophysical logging of selected BHP diamond holes. North drilled 55 air-core holes on 200m by 400m centres for a total of 4,001m. Samples were collected as 4m composites and assayed for gold and arsenic. Two diamond drill holes (CD1 and CD2) were drilled for a total of 507m, with 1m samples analysed for gold, arsenic, copper, lead, zinc and silver Heli-magnetics was flown on 40m line spacing and magnetic petro-physics was carried out on two split core samples.

Air-core Drilling of twenty-seven air-core holes (CAC0056-CAC0082) were drilled for a total of 1,641m. This drilling was concentrated on 100m centres along strike from gold intercepts located in previous diamond drilling (CD0002) and in the northwest of the tenement. Samples were placed in 2m piles on cleared ground and mixed thoroughly. Four metre composites were assayed.

Four diamond holes (CD0003-CD0006) were drilled for a total of 712.60m, including 36.4m of RC precollar. All four holes were on 100-150m centres to the east of previously intersected mineralisation. Multielement geochemistry was undertaken on a zone of alteration and mineralisation to ascertain any changes in multi-element chemistry related to mineralisation.

Diamond holes CD0005 and CD0006 were geophysically logged using natural gamma, single point resistivity, magnetic susceptibility and inductive conductivity probes. The main aim was to define any petrophysical property contrasts which would enable accurate detection and spatial orientation of the target using magnetic and/or electromagnetic techniques.

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Section through drill holes showing supergene mineralisation

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PROSPECTIVITY

BHP intercepted several significant gold intersections in the tenement area and many anomalies remained inadequately tested. The Calypso Project is completely covered by lacustrine clays and/or aeolian sands and red brown hardpan.

Gold values in air-core samples that are in excess of 30ppb are considered significant, particularly if they occur at the end of hole. Results considered significant occur in unweathered polymictic conglomerate or breccia 200m east and south of the alteration and mineralisation zones intersected in diamond holes CD2 to CD4. This unit is considered a potential host of ore grade gold mineralisation

The one anomalous result intersected in air-core drilling in the northwest of the Calypso Project was located in a quartz vein within oxidised basalt country rock. The anomalous gold/arsenic result is considered a result of supergene enrichment in the oxidised country rock and possible high background levels in the quartz. Higher gold values are not associated with higher arsenic values, with several holes containing elevated arsenic values but only background gold abundances,

A re-appraisal of the Calypso Project geology defined RC targets over hinge zones within the magnetite siltstone unit and zones where this unit was terminated by faults. The RC drilling intersected the magnetite siltstone unit, contacts between different lithologies and possible fault zones. Gold results indicated three intervals greater than 1g/t gold. Míneralisation was located in diamond drilling in the southern portion of the Calypso Project however the high grade zones were not found to the east within interpreted continuations of the folded stratigraphy Gold mineralisation within the tenement area appears to be mainly confined to the northern zone previously drilled by BHP. This zone appears to be a supergene pod overlying low grade primary mineralisation.

A structural re-appraisal of the area was undertaken and RC targets defined over hinge zones within the magnetite siltstone unit or where this unit was terminated by faults. RC drilling intersected the favourable horizons but only located mineralisation close to the area already identified by BHP.

The principal target at Calypso is to assess the supergene gold mineralisation encountered by BHP.

PROPOSED EXPLORATION PROGRAM AND BUDGET

The Company will digitise and process the available data with 3D modelling and proposes to explore the Calypso tenements with 1,500 metres of RAB drilling to delineate target zones. In year two, detailed 1,000 metres of RAB drilling, 1,000 metres of RC drilling and 250 metres of diamond core drilling.

Calypso Proposed Budget

	($) Yr 1	($) Yr 2	($) TOTAL
Data review	37,000	10,000	47,000
Field Surveys	13,000	39,000	52,000
Geophysics	-	11,000	11,000
Drilling	103,000	271,000	374,000
TOTAL	153,000	331,000	484,000

In the event that the Company raises an over subscription of $1.0 million it will modify its exploration activities such that the quantum of follow up aircore and RC drilling is increased.

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This increase would have the effect of reducing the evaluation period of any identified mineralised zones.

Calypso Proposed Budget – Over Subscription

	($) Yr 1	($) Yr 2	($) TOTAL
Data review	37,000	10,000	47,000
Field Surveys	13,000	39,000	52,000
Geophysics	-	11,000	11,000
Drilling	103,000	421,000	524,000
TOTAL	153,000	481,000	634,000

The budget will be spent on the granted tenements. The exploration budget will be subject to modification on an ongoing basis depending on the results obtained from exploration and development activities as they progress. It is also noted that proposed expenditure is sufficient to cover the minimum expenditure obligation for the Calypso tenements as specified by the Department of Mines and Petroleum of Western Australia.

MURRIN MURRIN PROJECT

LOCATION AND TENURE

The Murrin Murrin Project consists of three groups of granted tenements. Bendigo Group includes four granted Mining Leases M39/615, M39/791, M39/578 and M39/579. The Keep It Dark group includes a Prospecting Licence P39/5111 covering 1.91 square kilometres and the Bretts Block group includes a granted Prospecting Licence P37/7823 covering 1.76 square kilometres. The Bendigo Group covers 3.85 square kilometres. The total area for the project is 7.52 square kilometres. The tenements are located to the east of Leonora in the Murrin Murrin area.

GEOLOGICAL SETTING AND MINERALISATION

The project is located in the Murrin Murrin district of the Murrin Murrin goldfield. Past records indicate gold production of 101,000 ounces making it the second largest gold producing area in the district.

The Bendigo Group includes a number of tenements including old gold mining leases and the surrounding ground. Previous exploration has identified some target areas with trenching of the quartz reefs though little follow up work has been carried out. The project area includes two shafts up to 12m deep from the late 1890s which are reported to have produced 14 ounces from a 10 tonne parcel and 12.5 ounces from dollied material.

The surrounding area has been subjected to recent dry blowing operations with traces of gold in a creek on the southern end of the lease which appears to be fed by several source areas mined in the past. Some old shafts are present with reported production of 4.14 ounces from 5 tonnes. The shafts extend down to 12m with quartz stringers evident in the hanging wall. Production records indicate 15.8 ounces were recovered from 12.5 tonnes at one shaft and 28.2 ounces

Boadicea Resources Ltd

from 10 tonnes at another. These shafts are located on a granite outcrop surrounded by basalt and a shallow trench has been dug through the zone with minor indications of copper.

The Keep It Dark tenement indicated production of 400 ounces from 15 tonnes in old records. The Bretts Block area is located closer to Leonora than the other tenements and includes the Cement Tank workings which reportedly produced large gold specimens. Further specimens were located further south and the line of reefs exposed along the trend has been worked in the past. There appears to be little recent exploration over the area.

Please note, where assay values for rock chip samples and old production records are quoted they represent the best results from a series of lower grade values or production from handpicked mining parcels. They should not be taken to represent the average grade of the area or samples unless otherwise stated.

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Geology of the Murrin Murrin area

PROSPECTIVITY

The project includes mining leases and prospecting licences with old workings that have recorded gold production. The old workings are located on quartz veins and stringers which appear to have some richer zones. Old production records relate to small parcels and do not represent a significant volume of rock but very little exploration apart from minor trenching has been carried out in recent times. The area warrants a modern exploration approach to determine the extent of the quartz veins and the average grade on the mineralised zone.

Boadicea Resources Ltd

PROPOSED EXPLORATION PROGRAM AND BUDGET

The Company proposes to explore the Murrin Murrin tenements with rock chip sampling and geological mapping in year one. This will be followed by 1,000 metres of RAB drilling to delineate target zones. In year two, 1,500 metres of RAB drilling are proposed.

Murrin Murrin Proposed Budget

	($) Yr 1	($) Yr 2	($) TOTAL
Data review	13,000	8,000	21,000
Field Surveys	17,000	7,000	24,000
Drilling	120,000	203,000	323,000
TOTAL	150,000	218,000	368,000

Murrin Murrin Proposed Budget – Over Subscription

	($) Yr 1	($) Yr 2	($) TOTAL
Data review	13,000	8,000	21,000
Field Surveys	17,000	7,000	24,000
Drilling	120,000	230,000	350,000
TOTAL	150,000	245,000	395,000

The budget will be spent on the granted tenements. The exploration budget will be subject to modification on an ongoing basis depending on the results obtained from exploration and development activities as they progress. It is also noted that proposed expenditure is sufficient to cover the minimum expenditure obligation for the Murrin Murrin tenement as specified by the Department of Mines and Petroleum of Western Australia.

Boadicea Resources Ltd

REFERENCES

CLARK, D J et al 1999. Relationships between magmatism, metamorphism and deformation in the Fraser Complex, Western Australia: constraints from new SHRIMP U–Pb zircon geochronology. Australian Journal of Earth Sciences V 46, Issue 6, 923–932.

MORRIS, P.A., SANDERS, A.J., McGUINNESS, S.A., COKER, J., AND KING, J.D., 2000. Geochemical mapping of the Fraser Range region: Geological Survey of Western Australia, 1:250 000 Regolith Geochemistry Series Explanatory Notes, 45p.

MYERS, J.S., 1990. Albany-Fraser Orogen, in Geology and Mineral Resources of Western Australia: Geological Survey of Western Australia, Memoir 3, p. 255-262.

MYERS, J.S., 1993. Precambrian history of the West Australian Craton and adjacent orogens: Annual Review of Earth and Planetary Science, v.21, p. 453-485.

ROBINSON, P.F., 1993. Combined annual reports Zanthus Project E28/296, E69/312 to 08/04/1993 for Sabminco NL – Geological Survey of Western Australia - Open File Exploration Report, WAMEX Item 8157, A39853.

SHEVCHENKO, S. I., 2000, Gravity data — Fraser Range region, Western Australia: Western AustraliaGeological Survey, Record 2000/15, 25p.

SPAGGIARI, CV, BODORKOS, S, BARQUERO-MOLINA, M, TYLER, IM AND WINGATE, MTD 2009, Interpreted bedrock geology of the South Yilgarn and central Albany–Fraser Orogen, Western Australia: Geological Survey of Western Australia, Record 2009/10, 84p.

TAYLOR, G.J. 1996 Annual mineral exploration report on E37l205, Calypso, Leonora district for the period 26 September, 1995 to 25 September 1996, Report No. WA97/08S, North Limited Perth.

Boadicea Resources Ltd

GLOSSARY OF TECHNICAL TERMS

aeolian	Formed or deposited by wind.
aerial photography	Photographs of the earths surface taken from an aircraft.
aeromagnetic	A survey undertaken by helicopter or fixed-wing aircraft for the
	purpose of recording magnetic characteristics of rocks by
	measuring deviations of the earths magnetic field.
airborne geophysical	Data pertaining to the physical properties of the earths crust
data	at or near surface and collected from an aircraft.
aircore	Drilling method employing a drill bit that yields sample
	material which is delivered to the surface inside the rod string
	by compressed air.
alluvial	Pertaining to silt, sand and gravel material, transported and
	deposited by a river.
alluvium	Clay silt, sand, gravel, or other rock materials transported by
	flowing water and deposited in comparatively recent geologic
	time as sorted or semi-sorted sediments in riverbeds,
	estuaries, and flood plains, on lakes, shores and in fans at the
	base of mountain slopes and estuaries.
alteration	The change in the mineral composition of a rock, commonly
	due to hydrothermal activity.
amphibolite facies	An assemblage of minerals formed at moderate to high
	temperatures (450°C to 700°C) during regional
	metamorphism.
andesite	An intermediate volcanic rock composed of andesine and one
	or more mafic minerals.
anomalies	An area where exploration has revealed results higher than
	the local background level.
anticline	A fold in the rocks in which strata dip in opposite directions
	away from the central axis.
antiformal	An anticline-like structure.
Archaean	The oldest rocks of the Precambrian era, older than about
	2,500 million years.
assayed	The testing and quantification metals of interest within a
	sample.
Au	Chemical symbol for gold.
auger sampling	A drill sampling method using an auger to penetrate upper
	horizons and obtain a sample from lower in the hole.
axial plane	The plane that intersects the crest or trough of a fold, about
	which the limbs are more or less symmetrically arranged.
basalts	A volcanic rock of low silica (<55%) and high iron and
	magnesium composition, composed primarily of plagioclase
	and pyroxene.
polymetallics	A non-precious metal, usually referring to copper, lead and
	zinc.
bedrock	Any solid rock underlying unconsolidated material.
BIF	A rock consisting essentially of iron oxides and cherty silica,
	and possessing a marked banded appearance.
BLEG sampling	Bulk leach extractable gold analysis; an analytical method for
	accurately determining low levels of gold.
brittle	Rock deformation characterised by brittle fracturing and
	brecciation.
Cainozoic	An era of geological time spanning the period from 65 million
	years ago to the present.
carbonate	Rock of sedimentary or hydrothermal origin, composed
	primarily of calcium, magnesium or iron and CO3. Essential
	component of limestones and marbles.
chert	Fine grained sedimentary rock composed of cryptocrystalline
	silica.

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chlorite	A green coloured hydrated aluminium-iron-magnesium silicate
	mineral (mica) common in metamorphic rocks.
clastic	Pertaining to a rock made up of fragments or pebbles (clasts).
clays	A fine-grained, natural, earthy material composed primarily of
	hydrous aluminium silicates.
colluvium	A loose, heterogeneous and incoherent mass of soil material
	deposited by slope processes.
conduits	The main pathways that facilitate the movement of
	hydrothermal fluids.
conglomerate	A rock type composed predominantly of rounded pebbles,
	cobbles or boulders deposited by the action of water.
copper	A reddish metallic element, used as an electrical conductor an
	the basis of brass and bronze.
dacite	An extrusive rock composed mainly of plagioclase, quartz and
	pyroxene or hornblende or both.
depletion	The lack of gold in the near-surface environment due to
	leaching processes during weathering.
diamond drill hole	Mineral exploration hole completed using a diamond set or
	diamond impregnated bit for retrieving a cylindrical core of
	rock.
dilational	Open space within a rock mass commonly produced in
	response to folding or faulting.
dolerite	A medium grained mafic intrusive rock composed mostly of
	pyroxenes and sodium-calcium feldspar.
DoIR	Department of Industry and Resources, WA.
ductile	Deformation of rocks or rock structures involving stretching or
	bending in a plastic manner without breaking.
dykes	A tabular body of intrusive igneous rock, crosscutting the host
	strata at a high angle.
en-echelon	Repeating parallel, but offset, occurrences of lenticular bodies
	such as ore veins.
erosional	The group of physical and chemical processes by which earth
	or rock material is loosened or dissolved and removed from
	any part of the earths surface.
fault zone	A wide zone of structural dislocation and faulting.
feldspar	A group of rock forming minerals.
felsic	An adjective indicating that a rock contains abundant feldspar
	and silica.
folding	A term applied to the bending of strata or a planar feature
	about an axis.
foliated	Banded rocks, usually due to crystal differentiation as a result
	of metamorphic processes.
follow-up	A term used to describe more detailed exploration work over
	targets generated by regional exploration.
g/t	Grams per tonne, a standard volumetric unit for
	demonstrating the concentration of precious metals in a rock.
gabbro	A fine to coarse grained, dark coloured, igneous rock
	composed mainly of calcic plagioclase, clinopyroxene and
	sometimes olivine.
geochemical	Pertains to the concentration of an element.
geophysical	Pertains to the physical properties of a rock mass.
GIS database	A system devised to present partial data in a series of
	compatible and interactive layers.
gneissic	Coarse grained metamorphic rocks characterised by mineral
	banding of the light and dark coloured constituent minerals.
granite	A coarse-grained igneous rock containing mainly quartz and
	feldspar minerals and subordinate micas.
granoblastic	A term describing the texture of a metamorphic rock in which
	the crystals are of equal size.
granodiorite	A coarse grained igneous rock composed of quartz, feldspar
	and hornblende and/or biotite.

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greenschist A metamorphosed basic igneous rock which owes its colour and schistosity to abundant chlorite. greenstone belt A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies. greywackes A sandstone like rock, with grains derived from a dominantly volcanic origin. GSWA Geological Survey of Western Australia. gypsum Mineral of hydrated, or water-containing, calcium sulphate. halite Impure salt deposit formed by evaporation. hangingwall The mass of rock above a fault, vein or zone of mineralization. hematite Iron oxide mineral, Fe2O3. hinge zone A zone along a fold where the curvature is at a maximum. hydrothermal fluids Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution. igneous Rocks that have solidified from a magma. infill Refers to sampling or drilling undertaken between pre-existing sample points. insitu In the natural or original position. interflow Refers to the occurrence of other rock types between individual lava flows within a stratigraphic sequence. intermediate A rock unit which contains a mix of felsic and mafic minerals. intrusions A body of igneous rock which has forced itself into preexisting rocks. intrusive contact The zone around the margins of an intrusive rock. ironstone A rock formed by cemented iron oxides. isoclinal A series of folds that dip in the same direction at the same angle. joint venture A business agreement between two or more commercial entities. komatiitic Magnesium-rich mafic to ultramafic extrusive rock. laterite A cemented residuum of weathering, generally leached in silica with a high alumina and/or iron content. lead A metallic element, the heaviest and softest of the common metals. lineament A significant linear feature of the earth’s crust, usually equating a major fault or shear structure. lithological contacts The contacts between different rock types. lithotypes Rock types. magnetite A mineral comprising iron and oxygen which commonly exhibits magnetic properties. metamorphic A rock that has been altered by physical and chemical processes involving heat, pressure and derived fluids. metasedimentary A rock formed by metamorphism of sedimentary rocks. monzogranite A granular plutonic rock containing approximately equal amounts of orthoclase and plagioclase feldspar, but usually with a low quartz content. Moz Millions of ounces. Mt Million Tonnes. mylonite A hard compact rock with a streaky or banded structure produced by extreme granulation of the original rock mass in a fault or thrust zone. nickel Silvery-white metal used in alloys. nickel laterite Nickel ore hosted within the laterite profile, usually derived from the weathering of olivine-rich ultramafic rocks. open pit A mine working or excavation open to the surface. Orthoimage A geographically located composite plan using aerial photography as a base. outcrops Surface expression of underlying rocks. palaeochannels An ancient preserved stream or river.

Boadicea Resources Ltd

pegmatite	A very coarse grained intrusive igneous rock which commonly
	occurs in dyke-like bodies containing lithium-boron-fluorine-
	rare earth bearing minerals.
pisolitic	Describes the prevalence of rounded manganese, iron or
	alumina-rich chemical concretions, frequently comprising the
	upper portions of a laterite profile.
playa lake	Broad shallow lakes that quickly fill with water and quickly
	evaporate, characteristic of deserts.
polymictic	Referring to coarse sedimentary rocks, typically
	conglomerate, containing clasts of many different rock types.
porphyries	Felsic intrusive or sub-volcanic rock with larger crystals set in
	a fine groundmass.
ppb	Parts per billion; a measure of low level concentration.
Proterozoic	An era of geological time spanning the period from 2,500
	million years to 570 million years before present.
pyroxenite	A coarse grained igneous intrusive rock dominated by the
	mineral pyroxene.
quartz reefs	Old mining term used to describe large quartz veins.
quartzofeldspathic	Compositional term relating to rocks containing abundant
	quartz and feldspar, commonly applied to metamorphic and
	sedimentary rocks.
quartzose	Quartz-rich, usually relating to clastic sedimentary rocks.
RAB drilling	A relatively inexpensive and less accurate drilling technique
	involving the collection of sample returned by compressed air
	from outside the drill rods.
rafts	A relatively large block of foreign rock incorporated into an
	intrusive magma.
RC drilling	A drilling method in which the fragmented sample is brought
	to the surface inside the drill rods, thereby reducing
	contamination.
regolith	The layer of unconsolidated material which overlies or covers
	insitu basement rock.
residual	Soil and regolith which has not been transported from its point
	or origin.
resources	Insitu mineral occurrence from which valuable or useful
	minerals may be recovered.
rhyolite	Fine-grained felsic igneous rock containing high proportion of
	silica and felspar.
rock chip sampling	The collection of rock specimens for mineral analysis.
saline	Salty
saprock	Zone of weathered rock preserved within the weathered
	profile.
saprolite	Disintegrated, in-situ rock, partially decomposed by the
	chemical and physical processes of oxidation and weathering.
satellite imagery	The images produced by photography of the earth’s surface
	from satellites.
schist	A crystalline metamorphic rock having a foliated or parallel
	structure due to the recrystallisation of the constituent
	minerals.
scree	The rubble composed of rocks that have formed down the
	slope of a hill or mountain by physical erosion.
sedimentary	A term describing a rock formed from sediment.
sericite	A white or pale apple green potassium mica, very common as
	an alteration product in metamorphic and hydrothermally
	altered rocks.
shale	A fine grained, laminated sedimentary rock formed from clay,
	mud and silt.
sheared	A zone in which rocks have been deformed primarily in a
	ductile manner in response to applied stress.

Boadicea Resources Ltd

sheet wash	Referring to sediment, usually sand size, deposited over
	broad areas characterised by sheet flood during storm or rain
	events. Superficial deposit formed by low temperature
	chemical processes associated with ground waters, and
	composed of fine grained, water-bearing minerals of silica.
silcrete	Superficial deposit formed by low temperature chemical
	processes associated with ground waters, and composed of
	fine grained, water-bearing minerals of silica.
silica	Dioxide of silicon, SiO2, usually found as the various forms of
	quartz.
sills	Sheets of igneous rock which is flat lying or has intruded
	parallel to stratigraphy.
silts	Fine-grained sediments, with a grain size between those of
	sand and clay.
soil sampling	The collection of soil specimens for mineral analysis.
stocks	A small intrusive mass of igneous rock, usually possessing a
	circular or elliptical shape in plan view.
strata	Sedimentary rock layers.
stratigraphic	Composition, sequence and correlation of stratified rocks.
stream sediment	The collection of samples of stream sediment with the
sampling	intention of analysing them for trace elements.
strike	Horizontal direction or trend of a geological structure.
subcrop	Poorly exposed bedrock.
sulphide	A general term to cover minerals containing sulphur and
	commonly associated with mineralization.
supergene	Process of mineral enrichment produced by the chemical
	remobilisation of metals in an oxidised or transitional
	environment.
syenite	An intrusive igneous rock composed essentially of alkali
	feldspar and little or no quartz and ferromagnesian minerals.
syncline	A fold in rocks in which the strata dip inward from both sides
	towards the axis.
talc	A hydrous magnesium silicate, usually formed due to
	weathering of magnesium silicate rocks.
tectonic	Pertaining to the forces involved in or the resulting structures
	of movement in the earth’s crust.
tholeiitic	A descriptive term for a basalt with little or no olivine.
thrust fault	A reverse fault or shear that has a low angle inclination to the
	horizontal.
tremolite	A grey or white metamorphic mica of the amphibole group,
	usually occurring as bladed crystals or fibrous aggregates.
ultramafic	Igneous rocks consisting essentially of ferromagnesian
	minerals with trace quartz and feldspar.
veins	A thin infill of a fissure or crack, commonly bearing quartz.
volcaniclastics	Pertaining to clastic rock containing volcanic material.
volcanics	Formed or derived from a volcano.
zinc	A lustrous, blueish-white metallic element used in many alloys
	including brass and bronze.

Boadicea Resources Ltd

9. INVESTIGATING ACCOUNTANT’S REPORT

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LEVEL 2, 1 WALKER AVENUE WEST PERTH WA 6005, AUSTRALIA PH: 61 8 9481 3188 • FAX: 61 8 9321 1204 www.stantons.com.au

6 December 2011

The Directors Boadicea Resources Ltd Suite 2, 25 Koornang Road CARNEGIE VIC 3163

Dear Sirs

RE: INVESTIGATING ACCOUNTANT'S REPORT

1. Introduction

This report has been prepared at the request of the Directors of Boadicea Resources Ltd (“Boadicea” or “the Company”) for inclusion in a prospectus to be dated on or around 22 December 2011 (“the Prospectus”) relating to the proposed issue by Boadicea of 4,000,000 shares to be issued at a price of 20 cents per share to raise $800,000. The Company reserves the right to accept oversubscriptions for a further 5,000,000 shares at 20 cents each to raise an additional gross $1,000,000 (maximum subscription $1,800,000).

2. Basis of Preparation

This report has been prepared to provide investors with information on historical results, the statement of financial position of Boadicea and the pro-forma statement of financial position of Boadicea as noted in Appendix 2. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001. This report does not address the rights attaching to the securities to be issued in accordance with the Prospectus, nor the risks associated with the investment. Stantons International Pty Ltd trading as Stantons International Securities (“Stantons International Securities”) has not been requested to consider the prospects for Boadicea, the securities on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Stantons International Securities accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in the Investment Overview and Section 7 of the Prospectus.

3. Background

Boadicea was incorporated in Australia on 28 February 2011 with an issued capital of 5 shares of $1 each. In March and April 2011, the Company issued 10,000,000 shares to a promoter and an associate of a vendor of the Company at an issue price of 0.1 cent each to raise $10,000. In April 2011, the Company issued a further 4,000,000 shares to a seed investor at 1 cent each to raise $40,000. In the period from 18 July 2011 to 31 October 2011 the Company raised a further $2,000,000 of seed capital by issuing 20,000,000 shares at 10 cents each to various investors.

On 24 March 2011, the Company entered into an Option to Purchase Mining Tenement Agreement (“Askins Option Agreement”) pursuant to which Paul Winston Askins as Trustee of the Askins and Ansell Trust (“Askins”) has agreed to grant the Company an option (“Askins Option”) to purchase Askins’ rights and interests to Exploration Licence 28/1932 and application for Exploration Licence 20/750 (“Askins Tenements”) for an amount of $13,158, which was paid on 19 April 2011. A further $45,000 is payable by the Company to Askins upon exercise of the Askins Option. The Askins Option

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Liability limited by a scheme approved under Professional Standards Legislation

Boadicea Resources Ltd

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was due to expire on 30 September 2011 or such later date as the parties agreed. On 4 August 2011, the Company entered into a Deed of Variation of Option to Purchase Agreement with Askins (“Askins Deed of Variation”) to extend the expiration date of the Askins Option to 30 March 2012. As consideration for entering into the Askins Deed of Variation, the Company paid an amount of $4,000 (exclusive of GST) to Askins on 9 August 2011.

On 8 July 2011, the Company entered into an Option to Purchase Mining Tenement Agreement (“Mahoney Option Agreement”) pursuant to which Lyndon Scott Mahoney (“Mahoney”) has agreed to grant the Company an option (“Mahoney Option”) to purchase Mahoney’s rights and interests to Mining Leases 39/578, 39/579, 39/615 and 39/791 and Prospecting Licences 37/7823 and 39/5111 (“Mahoney Tenements”) to be settled by a cash amount of $14,592 and the issue of 1,200,000 10 cent shares in the Company (“Mahoney Purchase Price”). The Mahoney Option was due to expire on 31 December 2011 or such later date as the parties agreed. The parties agree that the Mahoney Purchase Price is to be settled via:

the payment of a non refundable sum of $1,000 (“First Payment”) on signing of the Mahoney Option Agreement (paid);
the issue of the 1,200,000 shares at a deemed issue price of 10 cents each within 7 days of signing the Mahoney Option Agreement (not yet issued); and
subject to Listing on the ASX occurring before the expiration date, upon exercise of the Mahoney Option by the Company, payment of the sum of $13,592 (“Second Payment”) within 7 days of the Listing date.

On 7 November 2011 the Company entered into a Deed of Variation of Option to Purchase Agreement with Mahoney (“Mahoney Deed of Variation”) to extend the expiration date of the Mahoney Option to 30 March 2012. As consideration for entering into the Mahoney Deed of Variation the Company paid an amount of $100 (exclusive of GST) to Mahoney on 7 November 2011.

On 29 June 2011, the Company entered into an Option to Purchase Mining Tenement Agreement (“Williams Option Agreement”) pursuant to which Norman Andrew Williams (“Williams”) has agreed to grant the Company an option (“Williams Option”) to purchase Williams’ rights and interests to Prospecting Licences 37/7414, 37/7415 and 37/7416 (“Williams Tenements”) to be settled by a cash amount of $19,000 and the issue of 800,000 shares in the Company at a deemed issue price of 10 cents each (“Williams Purchase Price”). The Williams Option was due to expire on 31 December 2011 or such later date as the parties agreed. The parties agree that the Williams Purchase Price is to be settled via:

the payment of a non refundable sum of $4,000 (“First Payment”) on signing of the Williams Option Agreement (paid);
the issue of the 800,000 shares at a deemed issue price of 10 cents each within 7 days of signing the Williams Option Agreement (not yet issued); and
subject to Listing on the ASX occurring before the expiration date, upon exercise of the Williams Option, payment of the sum of $15,000 (“Second Payment”) within 7 days of the Listing date.

On 5 December 2011 the Company entered into a Deed of Variation of Option to Purchase Agreement with Williams (“Williams Deed of Variation”) to extend the expiration date of the Williams Option to 30 March 2012. As consideration for entering into the Williams Deed of Variation the Company paid an amount of $100 (exclusive of GST) to Williams on 6 December 2011. Under the Williams Option Agreement the Company warrants to undertake $125,000 of expenditure on the tenements within a period of 24 months from listing on the ASX.

In terms of the Mahoney Option Agreement and the Williams Option Agreement if the Company exercises its option but does not list, Mahoney and Williams will transfer all the shares in the Company to the Company for a total consideration of $1 each respectively, and they will retain the First Payment and return the Second Payment to the Company if already paid.

Further details of the terms of the agreements are set out in the Material Contracts Section 12 of the Prospectus.

Potential investors should read the Prospectus in full, including the Independent Geologist’s Report and the Solicitor’s Report on Tenements. We make no comments as to ownership or values of the

Boadicea Resources Ltd

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proposed mineral tenement interests of Boadicea. Further details on all significant contracts entered into by the Company since incorporation are referred to in the Material Contracts Section 12 of the Prospectus.

4. Scope of Examination

You have requested Stantons International Securities to prepare an Investigating Accountant’s Report on:

a) the results (statement of comprehensive income) of Boadicea from incorporation to 31 October 2011;
b) the statement of financial position of Boadicea as at 31 October 2011; and
c) the pro-forma statement of financial position of Boadicea as at 31 October 2011 adjusted to include funds to be raised by the Prospectus and the completion of transactions referred to in note 2 of Appendix 3.

All of the financial information referred to above has not been audited, however it has been subject to audit review. The Directors of Boadicea are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have, however, examined the financial statements and other relevant information and made such enquiries as we considered necessary for the purposes of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly, we do not express such an opinion. Our examination included:

a) discussions with Directors and other key management and advisers of Boadicea;
b) a review of contractual arrangements;
c) a review of publicly available information; and
d) a review of work papers, accounting records and other documents.

5. Opinion

In our opinion, the pro-forma consolidated statement of financial position as set out in Appendix 2 presents fairly the pro-forma statement of financial position of Boadicea as at 31 October 2011 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of the assumptions and transactions set out in Appendix 3. No opinion is expressed on the historical results and statements of financial position, as shown in Appendix 1, except to state that nothing has come to our attention which would require any further modification to the financial information in order for it to present fairly, the statement of financial position as at 31 October 2011 and the results of the period identified. To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 31 October 2011 that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

6. Other Matters

At the date of this report, Stantons International Securities does not have any material interest in Boadicea, either directly or indirectly, or in the outcome of the offer. Stantons International Securities were not involved in the preparation of any other part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Stantons International Securities consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

STANTONS INTERNATIONAL SECURITIES

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J P Van Dieren – FCA Director

Boadicea Resources Ltd

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APPENDIX 1 INVESTIGATING ACCOUNTANT’S REPORT UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

Interest income Option issue costs Management and consulting fees Other costs Net income before tax Income tax expense attributable to net loss Net income after tax Other comprehensive income net of tax Net income and other comprehensive income	Boadicea 28 February 2011 to 31 October 2011 $ 9,466 - - (7,770)
	1,696 -
	1,696
	-
	1,696

APPENDIX 2 UNAUDITED STATEMENTS OF FINANCIAL POSITION

Note Current Assets Cash assets 3 Receivables 4 Total Current Assets Non Current Assets Capitalised exploration costs 5 Total Non Current Assets Total Assets Current Liabilities Trade payables Total Current Liabilities Total Liabilities Net Assets Equity Issued capital 6 Option reserve 7 Retained Income 8 Total Equity	Boadicea (unaudited) 31 October 2011 $ 1,997,381 534 1,997,915 53,786 53,786 2,051,701 - - - 2,051,701 2,050,005 - 1,696 2,051,701	Pro-forma (unaudited) Boadicea 31 October 2011 $ 2,540,052 534
		2,540,586
		327,378
		327,378
		2,867,964
		-
		-
		-
		2,867,964
		2,857,868 - 10,096
		2,867,964

Notes forming part of the unaudited statement of comprehensive income and statements of financial position are set out in Appendix 3.

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APPENDIX 3 INVESTIGATING ACCOUNTANT’S REPORT

NOTES TO THE UNAUDITED STATEMENT OF COMPREHENSIVE INCOME AND STATEMENTS OF FINANCIAL POSITION

1. Statement of Significant Accounting Policies

(a) Basis of Accounting The unaudited Statement of Comprehensive Income and unaudited Statements of Financial Position have been prepared in accordance with applicable accounting standards, the Corporations Act 2001 and mandatory professional reporting requirements in Australia (including the Australian equivalents of International Financial Reporting Standards) and we have made such disclosures as considered necessary. They have also been prepared on the basis of historical cost and do not take into account changing money values. The accounting policies have been consistently applied, unless otherwise stated. The financial statements have been prepared on a going concern basis that is dependent on the IPO being successful and/or the Company raising additional seed capital to continue in business.
(b) Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantially enacted as at balance date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxation profit or loss. Deferred income tax assets are recognised to the extent that it is probable that the future tax profits will be available against which deductible temporary differences will be utilised. The amount of the benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in the income taxation legislation and the anticipation that the economic unit will derive sufficient future assessable income to enable the benefits to be realised and comply with the conditions of deductibility imposed by law.
(c) Exploration, Evaluation and Development Expenditure Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:
such costs are expected to be recouped through the successful development and exploitation of the area of interest, or alternatively by its sale; or
exploration and/or evaluation activities in the area have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing.

In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off in the year in which that assessment is made. 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.

Where projects have advanced to the stage that directors have made a decision to mine, they are classified as development properties. When further development expenditure is incurred in respect of a development property, such expenditure is

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carried forward as part of the cost of that development property only when substantial future economic benefits are established. Otherwise such expenditure is classified as part of the cost of production or written off where production has not commenced.

(d) Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value, less where applicable, any accumulated depreciation and impairment losses. The carrying amount of the plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employed and their subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amounts.

(e) Depreciation

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The asset’s residual value and useful lives are reviewed and adjusted if appropriate, at each balance sheet date.

An asset’s carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than the estimated recoverable amount. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(f) Trade and other accounts payable Trade and other accounts payable represent the principal amounts outstanding at balance date, plus, where applicable, any accrued interest.
(g) Recoverable Amount of Non Current Assets
The carrying amounts of non-current assets are reviewed annually by directors to ensure they are not in excess of the recoverable amounts from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employed and subsequent disposal. The expected net cash flows have been or will be discounted to present values in determining recoverable amounts.
(h) Operating Revenue
Revenue represents interest received and reimbursements of exploration expenditures.
(i) Issued Capital
Ordinary Shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(j) Employee benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave. Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

(k) Critical accounting estimates and judgements
The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume

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a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

(l) Share Based Payments The Company provides benefits to employees (including Directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using Black-Scholes or Binomial option pricing models. The cost of equitysettled transactions 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”). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

2. Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Statement of Financial Position

Actual and proposed transactions adjusting the 31 October 2011 unaudited Statement of Financial Position of Boadicea in the pro-forma Statement of Financial Position of Boadicea are as follows:

(a) the issue of 1,200,000 shares to Mahoney to acquire the Mahoney Tenements at an agreed value of 10 cents per share (total $120,000) and the payment of $13,592 relating to Second Payment as outlined in the Mahoney Option Agreement;
(b) the issue of 800,000 shares to Williams to acquire the Williams Tenements at an agreed value of 10 cents per share (total $80,000) and the payment of $15,000 relating to Second Payment as outlined in the Williams Option Agreement;
(c) the payment of $45,000 being the balance payable on the exercise of the option to acquire the Askins Tenements as outlined in the Askins Option Agreement;
(d) the issue of 4,000,000 shares at 20 cents each to raise a gross $800,000 pursuant to the Prospectus;
(e) the payment of expenses of the Prospectus issue totalling an estimated $192,137 (net of GST) and offsetting against share equity;
(f) the incurring of additional administration and corporate expenses of approximately $10,000 for the period 1 November 2011 to 28 February 2012; and
(g) the receipt of interest on term deposit of approximately $18,400 based on a term deposit investment of $960,000 at an estimated interest of 5.75% per annum.

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Note 2 3. Cash Assets The movements in cash assets are as follows: Unaudited 31 October 2011 Payment to Mahoney (a) Payment to Williams (b) Payment to Askins (c) Issue of shares pursuant to the Prospectus (d) Prospectus issue costs (e) Administration costs (f) Interest received (g) 4. Receivables and Prepayments Receivables 5. Capitalised Acquisition Costs Capitalised exploration costs Payment of cash and issue of shares to Mahoney for tenement acquisition (a) Payment of cash and issue of shares to Williams for tenement acquisition (b) Payment of cash to Askins for tenement acquisitions (c) Capitalised exploration costs 6. Issued Capital Ordinary Shares 34,000,005 shares at 31 October 2011 1,200,000 shares to Mahoney 800,000 shares to Williams (a) (b) 4,000,000 shares pursuant to the Prospectus (d) Less: estimated share issue costs (e) Pro-forma (40,000,005 shares)	Unaudited Boadicea 31 October 2011 $ 1,997,381 - - - - - - - 1,997,381 534 534 53,786 - - - 53,786 2,050,005 - - - 2,050,005	Unaudited Boadicea Pro-forma 31 October 2011 $ 1,997,381 (13,592) (15,000) (45,000) 800,000 (192,137) (10,000) 18,400
		2,540,052
		534
		534
		53,786 133,592 95,000 45,000
		327,378
		2,050,005 120,000 80,000 800,000
		3,050,005 (192,137)
		2,857,868

In the event that the maximum subscription of $1,800,000 is received, the number of shares on issue would increase to 45,000,005 as 9,000,000 ordinary shares (instead of 4,000,000 shares) would be issued under the Prospectus, the issued capital would increase to $3,777,436 (cash capital raising costs would increase by $80,432 to $272,569) and cash at bank would increase to $3,459,620.

7. Option Reserve

Balance at 31 October 2011

At 31 October 2011 the Company does not have any options outstanding and has not issued any options since incorporation. Prior to the proposed listing on the ASX the Company does not propose to issue any options. The Company intends to undertake a non-renounceable entitlement offer of

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loyalty options within 3 months of its admission to the ASX. Holders of shares at the record date will be entitled to one loyalty option (“Loyalty Option”) for every one share held. The Loyalty Options will be offered at a price of 1 cent per Loyalty Option. The Loyalty Options will allow the holder to exercise the Loyalty Option to buy one new share in the Company for 20 cents within a period of twelve months from the record date.

twelve months from the record date.
8. Retained Earnings Balance 31 October 2011 Administration and corporate costs (f) Interest received (g)	Unaudited Boadicea 31 October 2011 $ 1,696 - 1,696	Unaudited Boadicea Pro-forma 31 October 2011 $ 1,696 (10,000) 18,400
		10,096

9. Contingent Liabilities and Commitments

Based on discussions with the Directors and corporate advisors, to our knowledge, the Company has no other material commitment or contingent liabilities not otherwise disclosed in this Investigating Accountant’s Report (refer Background section 3) and in the Prospectus. Investors should read the Solicitor’s Report on Tenements and the Independent Geologist’s Report for further possible contingencies and commitments.

For details on proposed exploration commitments on mineral tenements, refer to the Independent Geologist’s Report and the Investment Overview section in the Prospectus and Section 3.2 of the Prospectus.

10. Employment and Management Agreements

No employment or management agreements have been entered into. However we have been advised that the existing non executive directors are to be paid director fees from the date of Boadicea achieving an ASX listing and Mr C Dudley (executive director) will be paid a salary of $120,000 per annum. Mr E Odachowski (non executive director) will receive directors fees of $30,000 per annum and Mr N Kempton (technical director) will receive directors fees of $15,000 per annum (plus statutory superannuation where applicable). The maximum non executive director fees are limited to $100,000.

Boadicea Resources Ltd

10. SOLICITOR’S REPORT ON TENEMENTS

19 December 2011

The Board of Directors Boadicea Resources Ltd Suite 2 25 Koornang Road CARNEGIE VIC 3163

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a public offering prospectus ( Prospectus ) for the issue of 4 million shares in the capital of Boadicea Resources Ltd ( Company ) at an issue price of $0.20 per Share to raise $800,000 (oversubscriptions of up to a further 5 million Shares at an issue price of $0.20 per Share to raise up to a further $1 million may be accepted).

Capitalised terms used in this Report have the same meaning given in the Prospectus.

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an option to acquire an interest ( Tenements ). The Tenements are located in Western Australia and will be acquired by the Company as follows:

(a) pursuant to the Askins Agreement, the Company has an option to acquire EL28/1932, which comprises the Symons Hill Project and ELA20/750, which comprises the Lake Austin Project ( Askins Tenements );

(b) pursuant to the Mahoney Agreement, the Company has an option to acquire P37/7823, P39/5111 and M39/578, M39/579, M39/615 and M39/791, which comprise the Murrin Murrin Project ( Mahoney Tenements ); and
(c) pursuant to the Williams Agreement, the Company has an option to acquire P37/7414, P37/7415 and P37/7416, which comprise the Calypso Project ( Williams Tenements ).

Boadicea Resources Ltd

The Company intends to exercise its rights to acquire the Tenements under each of the Option Agreements following its receipt of conditional approval to be admitted to the Official List.

A schedule of the Tenements is attached to and forms part of this report ( Schedule ). Part I of the Schedule contains a list of the Tenements. Part II of the Schedule contains a summary of the status of the native title claims and Indigenous Land Use Agreements ( ILUAs ) affecting the Tenements.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows.

(a) We have obtained searches of the Tenements from the registers maintained by the Western Australian Department of Mines and Petroleum ( DMP ). These searches were conducted on 30 November 2011. Key details on the status of the Tenements are set out in Part I of the Schedule.
(b) We have obtained and extracts (where applicable) of any registered native title claims, native title determinations and ILUAs that affect the Tenements, as determined by the National Native Title Tribunal ( NNTT ). This material was obtained on 30 November 2011. Details of any native title claims, native title determinations and ILUAs are set out in Section 7 of this Report and Part II of the Schedule.
(c) We have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the Western Australian Department of Indigenous Affairs ( DIA ) for Aboriginal sites recorded in the Register of Aboriginal sites that overlap the Tenements. This material was obtained on 30 November 2011. Details of Aboriginal sites identified as a result of our searches are set out in Part I of the Schedule.
(d) We have obtained from the DMP Tengraph Quick Appraisals of the Tenements. This material was obtained on 18 October 2011.
(e) We have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the DMP searches and have summarised the material terms (details of which are set out in Section 12 of the Prospectus).

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant searches:

(a) ( Company’s Interest ): this Report provides an accurate statement as to the Company’s interest in the Tenements;
(b) ( Good Standing ): this Report provides an accurate statement as to the validity and good standing of the Tenements; and
(c) ( Third party interests ): this Report provides an accurate statement as to third party interests, including encumbrances, in relation to the Tenements.

Boadicea Resources Ltd

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements:

(a) ( Ownership ): at the date of our searches:
(i) E28/1932 is currently registered in the name of Paul Winston Askins;
(ii) P37/7414, P37/7415 and P37/7416 are currently registered in the name of Norman Andrew Williams; and
(iii) M39/615 and M39/791 are currently registered in the name of Lyndon Scott Mahoney;
(b) ( Application for Tenement ): as at the date of our searches, Paul Winston Askins is the sole applicant for ELA20/750;
(c) ( Company’s interest ): the Company holds an equitable interest in the Tenements pursuant to the Option Agreements. The Company will not have a registered interest in ELA20/750 on completion of the Askins Agreement as the tenement is in the application stage. The material terms of the Option Agreements are provided in Section 12 of the Prospectus;
(d) ( Renewals ): P37/7414, P37/7415 and P37/7416 are due to expire on 2 October 2012;
(e) ( Rent / Expenditure ): expenditure commitments for P37/7415 and P37/7416 were not met for year-end 2011. Schedule 1 provides details. There is a risk that those Tenements may be liable for forfeiture if no exemptions are granted. We understand the DMP allows rent to be paid up to 30 days after the end of the tenement year, while applications for an exemption to expenditure can be lodged up to 60 days after the end of a tenement year;
(f) ( Third party interests ): there are no third party dealings registered against the Tenements as at the date of our search of the DMP Register;
(g) ( Material contracts ): we have identified the following material contacts in relation to the Tenements. Further details are provided in Section 12 of the Prospectus:
(i) ( Williams Agreement ): the Company has entered into an option to purchase agreement with Norman Andrew Williams pursuant to which the Company has been granted the option to acquire a 100% interest in the Williams Tenements;
(ii) ( Askins Agreement ): the Company has entered into an option to purchase agreement with Paul Winston Askins pursuant to which the Company has been granted the option to acquire a 100% interest in the Askins Tenements; and
(iii) ( Mahoney Agreement ): the Company has entered into an option to purchase agreement with Lyndon Scott Mahoney pursuant to which the Company has been granted the option to acquire a 100% interest in the Mahoney Tenements;
(h) ( Aboriginal heritage ): there are areas and objects of Aboriginal heritage registered on some of the Tenements. Further details are provided in Part I of the Schedule;

Boadicea Resources Ltd

(i) ( Native Title ): Native Title claims are registered against a number of the Tenements. Further details are provided in Parts I and II of the Schedule;
(j) ( Pastoral Leases ):
(i) pastoral lease 3114/1137 overlaps E28/1932 (14%);
(ii) pastoral lease (indigenous held) 3114/990 overlaps P39/5111 (98.2%), P37/7414 (100%), P37/7415 (100%) and P37/7416 (100%);
(iii) pastoral lease 3114/600 overlaps ELA20/750 (55.1%);
(iv) pastoral lease 3114/776 overlaps ELA20/750 (35.7%); and
(v) pastoral lease 3114/1268 overlaps P37/7823 (100%).

We are not aware of any agreements nor have we been provided with any agreements in relation to the pastoral leases overlapping with the above Tenement. Further details are set out in Section 8.1 of this Report and Part I of the attached Schedule;

(k) ( Crown Reserve ): Crown Reserve 7560 overlaps M39/579 (100%);
(l) ( Encroachments and overlapping titles ):
(i) lease 332/1787 overlaps M39/615 (100%) and M39/791 (98.3%);
(ii) lease 332/1787 overlaps M39/578 (91.4%);
(iii) lease 332/1799 over laps M39/578 (6.9%) and M39/579 (100%);
(iv) historical lease 395/489 overlaps P37/7823 (100%);
(v) no private land overlaps the Tenements;
(vi) M39/578 and M39/791 have minor encroachments on road reserve No. 1318. Conditions apply which limit activity on and around the road reserve. Refer to Notes 5, 18 and 19 of the Schedule for further information in relation to the conditions associated with road reserve No. 1318;
(vii) ELA20/750 has minor encroachments road reserves No. 10282, No. 10283, Big Bell Wyah Pool, Coondardy Noondie R, Big Bell Coondargy R, No. 10281, No. 8099 and No. 458. Conditions may limit activity on and around the road reserves; and
(viii) Department of Environment and Conservation has purchased a former pastoral lease which overlaps ELA20/750; and
(m) ( Bonds ): none of the Tenements are subject to any bonds registered with the DMP as at 18 October 2011.

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise five (5) prospecting licences, one (1) exploration licence and four (4) mining leases granted under the Mining Act 1978 (WA) ( Mining Act ) as well as one(1) exploration licence application. Schedule I provides a list of the Tenements. The following provides a description of the nature and key terms of these types of tenements as set out in the Mining Act and potential successor tenements.

Boadicea Resources Ltd

5.1 Prospecting Licence

(a) Application : A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.
(b) Rights : The holder of a prospecting licence is entitled to enter the land and undertake operations for the purposes of prospecting for minerals.
(c) Term : A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and if retention status is granted (as discussed below), by further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.
(d) Retention Status : The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource within the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of a prospecting licence applied for or granted before 10 February 2006 can apply for a retention licence (see below).
(e) Conditions : Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in the Schedule. A failure to comply with these conditions may lead to forfeiture of the prospecting licence.
(f) Priority to apply for a Mining Lease: The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined.
(g) Transfer : There is no restriction on transfer or other dealing in a prospecting licence.
(h) Reversion Application : The Mining Act allowed the holder of a prospecting licence who had applied for a mining lease before 10 February 2006 to lodge an application between 11 February 2006 and 10 February 2007 for an exploration licence or prospecting licence in lieu of the grant of the mining lease. The Mining Act provides that reversion applications are deemed to be transferred to a transferee of the underlying prospecting licence.

5.2 Exploration Licence

(a) Rights: The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals in accordance with any conditions imposed on the grant of the licence.

Boadicea Resources Ltd

(b) Term : An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.
(c) Rent : The holder of an exploration licence is required to pay an annual rent to the DMP. A tenement is liable to forfeiture where rent is not paid when due.
(d) Conditions : Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. Conditions may be imposed pursuant to the Mining Act and NTA. A failure to comply with these conditions may lead to forfeiture of the exploration licence.
(e) Relinquishment : The holder of an exploration licence granted or applied for before 10 February 2006 must relinquish not less than half of the blocks comprising the licence at the end of the third year. A further relinquishment of not less than half of the remaining blocks is required at the end of the fourth year. The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.
(f) Priority to apply for Mining Lease : The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.
(g) Transfer : No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Such a transaction entered into without consent will be void. Thereafter, there is no restriction on transfer or other dealing.
(h) Under Expenditure and Forfeiture : The holder of an exploration licence must comply with the prescribed minimum expenditure conditions unless the holder has been granted an exemption (in whole or part) from those conditions by the Minister. To obtain an exemption, the holder of an exploration licence must apply to the Minister for the exemption before the end of the tenement year to which the minimum expenditure relates, or within 60 days after the end of that tenement year (unless an extension has been granted).

There are prescribed grounds upon which the Minister may grant an exemption, set out in the Mining Act. If the exemption is granted, the Minister will issue a Certificate of Exemption and the holder will be deemed to be relieved to the extent, and subject to the conditions, specified in the certificate.

If the exemption is refused, the DMP will commence forfeiture proceedings and the Minister may declare the tenement to be forfeited or may impose a fine in lieu of forfeiture or decide to take no further action. Where the Minister has imposed a fine, if the fine is not paid by the date specified by the Minister, or within 30 days of written notice of the fine being imposed, the licence is forfeited.

(i) Retention Status : The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is

Boadicea Resources Ltd

an identified mineral resource within the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of an exploration licence applied for, or granted before, 10 February 2006, can apply for a retention licence (see below).

5.3 Mining Lease

(a) Application : Any person may lodge an application for a mining lease, although a holder of a prospecting licence, exploration licence or retention licence over the relevant area has priority. The Minister decides whether to grant an application for a mining lease.

The application, where made after 10 February 2006, must be accompanied by either a mining proposal or a “mineralisation report” indicating there is significant mineralisation in the area over which a mining lease is sought. A mining lease accompanied by a “mineralisation report” will only be approved where the Director, Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation.

(b) Rights : The holder of a mining lease is entitled to enter the land and undertake operations for the purposes of mining and extracting minerals. The holder has exclusive rights to the land for mining purposes.
(c) Term : A mining lease has a term of 21 years and may be renewed for successive periods of 21 years. Where a mining lease is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.
(d) Conditions : Mining leases are granted subject to various standard conditions, including conditions relating to expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. Mining leases granted or applied for before 10 February 2006 are subject to a condition that a mining proposal is lodged and approved before mining operations commence. An unconditional performance bond may be required to secure performance of these obligations. A failure to comply with these conditions may lead to forfeiture of the mining lease. These standard conditions are not detailed in the Schedule.
(e) Transfer : The consent of the Minister is required to transfer a mining lease.

6. ABORIGINAL HERITAGE

There may be areas or objects of Aboriginal heritage located on the Tenements.

We have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the DIA for the Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements. As at 18 October 2011 there were a number of areas and objects of Aboriginal heritage registered against the Tenements.

However, there is no obligation under the relevant legislation to register sites or objects and the exact location of Aboriginal sites within the area of a known site cannot be ascertained from these searches.

We have not obtained information from the Commonwealth in connection with any places, areas and objects, which are the registered or recognised in the National

Boadicea Resources Ltd

Heritage List, the Commonwealth Heritage List or other heritage lists or registers maintained by the Commonwealth.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. Any interference with an Aboriginal site of cultural or heritage significance must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

6.1 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian Legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons (whether or not they are recorded on the register or otherwise known to the Register of Aboriginal Sites, DIA or the Aboriginal Cultural Material Committee.

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered. The WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 ( Mabo no.2 ).

Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) ( NTA ) was passed to:

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(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native Title Tribunal ( NNTT ) and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;
(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996; and
(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act ) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions .

The Future Act Provisions are summarised in Section 7.2 below, following which the Report identifies:

(a) Native Title claims and determinations that are registered against the Tenements (see Section 7.3);
(b) Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);
(c) Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and
(d) Tenements which are yet to be granted and which may need to comply with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

Note that the grant of a tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (e.g. in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the tenement and, as such, the Future Act Provisions apply.

Where a tenement has been retrospectively validated or validly granted under the NTA, the rights under the tenement prevail over any inconsistent native title rights.

Compensation

The Mining Act provides that holders of mining tenements are liable for compensation in relation to native title. As a result, if it is determined that native title exists over any of the land the subject of the Tenements and the holders of the native title apply to the Federal Court for compensation, the holder of the mining tenements may be liable and directed to pay any compensation determined. To date, the Federal Court has

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not awarded compensation in relation to native title (please note that few compensation claims have been lodged).

7.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are three alternatives: the Right to Negotiate, an ILUA and the Expedited Procedure (defined below). These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the Tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the Tenement can be granted. The applicant for the Tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the Tenement (e.g. in relation to heritage surveys).

If agreement is not reached to enable the Tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the Tenement can be granted and if so, on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the Tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the Tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights ( Expedited Procedure ). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;
(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and

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(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the Tenement in accordance with the NTA. Persons have until three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the Tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the Tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the Tenement. Otherwise, the Future Act Provisions (e.g. Right to Negotiate or ILUA) must be followed before the Tenement can be granted.

The State of Western Australia currently follows a policy of granting prospecting and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a Tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the Tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (e.g. in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

7.3 Registered Native Title Claims and Determinations and ILUAs

Our searches indicate that the Tenements are subject to the following registered native title claims and determinations.

Tenement	Native Title Claim	Native Title Determination	ILUA
ELA20/750	WC04/10	-	-
E28/1932	WC97/40 WC99/2	-	-

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Tenement	Native Title Claim	Native Title Determination	ILUA
P37/7414	WC10/18	-	-
P37/7415	WC10/18	-	-
P37/7416	WC10/18	-	-
P37/7828	WC10/18	-	-
P39/5111	WC10/18	-	-
M39/578	WC10/18	-	-
M39/579	WC 10/18	-	-
M39/615	WC10/18	-	-
M39/791	WC10/18	-	-

The status of any native title claims, native title determinations and ILUAs is summarised in Part II of the Schedule.

Native title claimants, holders of native title under the determinations and native title parties under ILUAs are entitled to certain rights under the Future Act Provisions.

7.4 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 23 December 1996

Our searches indicate that none of the Tenements were granted before 1 January 1994.

Our searches indicate that none of the Tenements were granted after 1 January 1994 but before 23 December 1996.

Tenements granted after 23 December 1996

Our searches indicate that the following Tenements were granted after 23 December 1996.

Tenement	Date of Grant
E28/1932	21 April 2010
P37/7414	3 October 2008
P37/7415	3 October 2008
P37/7416	3 October 2008
P37/7823	12 July 2010
P39/5111	12 April 2011

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Tenement	Date of Grant
M39/578	11 August 2008
M39/579	11 August 2008
M39/615	21 November 2007
M39/791	11 August 2008

We have assumed that these Tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and the following criteria are satisfied:

the area to which the mining tenement applies is not extended;
the term of the renewed mining tenement is not longer than the term of the old mining tenement; and
the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the Future Act Provisions. It is currently uncertain whether this exemption applies to a second or subsequent renewal of such a mining tenement.

Our searches indicate that none of the Tenements were renewed after 23 December 1996.

Renewals of Tenements in the future will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Valid grant of Applications for Tenements

The following Tenement is currently an application and as such the grant of the Tenement will need to satisfy the Future Act Provisions in order to be valid under the NTA.

Applicant	Tenement
Paul Winston Askins	ELA20/750

The registered native title claimants, holders of native title and native title parties to any ILUA identified in Section 7.3 of this Report will be involved in accordance with the Future Act Provisions.

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Note that the grant of any tenements in the future in relation to the Tenements (e.g. the grant of a mining lease from an exploration licence) will also need to comply with the Future Act Provisions.

8. ACCESS ISSUES

8.1 Pastoral lease

As set out in Part I of the Schedule the following Tenements overlap with pastoral leases:

(a) pastoral lease 3114/1137 overlaps E28/1932 (14%);
(b) pastoral lease (indigenous held) 3114/990 overlaps P39/5111 (98.2%), P37/7414 (100%), P37/7415 (100%) and P37/7416 (100%);
(c) pastoral lease 3114/600 overlaps ELA20/750 (55.1%);
(d) pastoral lease 3114/776 overlaps ELA20/750 (35.7%); and
(e) pastoral lease 3114/1268 overlaps P37/7823 (100%).
The Mining Act:
(f) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;
(g) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and
(h) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (i.e. the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that, to the best of its knowledge, it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

Upon commencing mining operations on any of the Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holder to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMP imposes standard conditions on mining tenements that overlay pastoral leases. It appears that the Tenements incorporate the standard conditions.

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8.2 DEC PURCHASED FORMER PASTORAL LEASES

ELA20/750 overlaps an area of land, formerly a pastoral lease, which has been purchased by the Department of Environment and Conservation ( DEC ).

The DEC acquires certain areas to protect ecosystems containing threatened species and ecological communities which may not be adequately represented in existing reserves. Once purchased, the areas are divested under the Land Administration Act 1997 (WA) ( LAA ). In the future these areas will be considered for conversion to Crown reserves, or possibly other tenure, to allow for vesting in the Conservation Commission of Western Australia.

If ELA20/750 is granted, the Tenement will be subject to specific conditions to ensure that the impacts on the native vegetation are appropriately managed.

8.3 CROWN RESERVE

M39/579 overlaps Crown Reserve 7560, which is designated for a common purpose.

Under section 41 of the LAA, the Minister may set aside Crown lands by Ministerial Order in the public interest. Every such reservation has its description and designated purpose registered on a Crown Land Title ( CLT ) and is depicted on an authenticated map held by Landgate.

Once created, a reserve is usually placed under the care, control and management of a State government department, local government or incorporated community group by way of a Management Order registered against the relevant CLT. A Management Order under the LAA does not convey ownership of the land – only as much control as is essential for the land’s management.

8.4 Other interests

Other than as noted above in this Section 8, and below in the notes to the Tenement Schedule contained in Part I of the Schedule, M39/578, M39/579, M39/615 and M39/791 are also affected by File Notation Area 4254, indicating a possible single proposed replacement lease. The Department of Regional Development and Lands has indicated that, subject to further investigation, File Notation Area 4254 is not material. Refer to Notes 5, 18 and 19 of the Schedule for further information in relation to the conditions associated with File Notation Area 4254.

ELA20/750 is affected by File Notation Areas 2181, 7151, 8888 and 9297. The Department of Regional Development and Lands has indicated that, subject to further investigation, File Notation Areas 2181, 7151, 8888 and 9297 are not material. Further, ELA20/750 also contains a Crown Reserve for a Vermin Proof Fence, which affects only 0.1% of the Tenement area.

9. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;

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(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;
(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
(e) with respect to the granting of ELA20/750, we have assumed that the State and the applicant for ELA20/750 has complied with, or will comply with, the applicable Future Act Provisions;
(f) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(g) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
(h) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;
(i) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus;
(j) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;
(k) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of the Environment and Conservation;
(l) native title may exist in the areas covered by the Tenements. Whilst we have conducted searches to ascertain that native title claims and determinations, if any, have been lodged in the Federal Court in relation to the areas covered by the Tenements, we have not conducted any research on the likely existence or non-existence of native title rights and interests in respect of those areas. Further, the NTA contains no sunset provisions and it is possible that native title claims could be made in the future; and
(m) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements.

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10. CONSENT

We have given our written consent to the inclusion of this Report in the Prospectus and we have not withdrawn our consent prior to the lodgement of this Prospectus with the ASIC.

Yours faithfully

==> picture [171 x 40] intentionally omitted <==

STEINEPREIS PAGANIN

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NOTES	None	1,2, 6,7, 8,9, 10, 11	1,2, 6,7, 8,9, 10, 11, 12
REGISTERED ABORGINAL SITES	Big Bell Site ID: 10780 Open Painting	None	Lake Reyside (Raeside), Site ID: 2708 Closed Mythological
	Pastoral Lease 3114/600 (55.1%) Pastoral Lease 3114/776 (35.7%)	Pastoral Lease 3114/1137 (14%)	Pastoral Lease (Indigenous Held) 3114/990 (100%)
LEASE/ RESERVE/ PASTORAL LEASE OVERLAP

NATIVE TITLE CLAIMS / DETERMINATI ONS / ILUAs	WC04/10 – Wajarri Yamatji	WC97/40 – Narnoobinya Family Group WC99/2 – Ngadju	WC10/18 – Kurrku
BONDS	None	None	None
REGISTERED DEALINGS	None	None	None
MINIMUM ANNUAL EXPENDITURE	N/A	Previous Tenement Year to 20/04/2011 - Yr 1 - $42,000.00 – expended in full Current Tenement Year to 20/04/2012 – Yr 2 - $42,000.00 Commitment	Previous Tenement Year to 02/10/2011 - Yr 3 - $6,040.00 – expended in full
ANNUAL RENT	N/A	Current Tenement Year to 20/04/2012 – paid in full Next Tenement Year - $4,767.00 due by 20/04/2013	Current Tenement Year to 02/10/2012 – paid in full Next Tenement Year - $332.20 due by
AREA SIZE (Blocks/ Hectares)	57BL	42BL	151HA
EXPIRY DATE	-	20/04/2015	02/10/2012
GRANT DATE	Not yet granted. Applied for on 03/08/2010	21/04/2010	03/10/2008
SHARES HELD	-	100/100	100/100
REGISTERED HOLDER / APPLICANT	Paul Winston Askins	Paul Winston Askins	Norman Andrew Williams
TENEMENT	ELA 20/750	E28/1932	P37/7414

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NOTES		1,2, 6,7, 8,9, 10, 11, 12	1,2, 6,7, 8,9, 10, 11, 12	1, 2, 6, 7, 8, 9,
REGISTERED ABORGINAL SITES		Lake Reyside (Raeside), Site ID: 2708 Closed Mythological	Lake Reyside (Raeside), Site ID: 2708 Closed Mythological	None
		Pastoral Lease (Indigenous Held) 3114/990 (100%)	Pastoral Lease (Indigenous Held) 3114/990 (100%)	Pastoral Lease
LEASE/ RESERVE/ PASTORAL LEASE OVERLAP

NATIVE TITLE CLAIMS / DETERMINATI ONS / ILUAs		WC10/18 – Kurrku	WC10/18 – Kurrku	WC10/18 – Kurrku
BONDS		None	None	None
REGISTERED DEALINGS		None	None	None
MINIMUM ANNUAL EXPENDITURE	Current Tenement Year to 02/10/2012 – Yr 4 - $6,040.00 Commitment	Previous Tenement Year to 02/10/2011 - Yr 3 - $6,400.00 – No Expenditure Lodged Current Tenement Year to 02/10/2012 – Yr 4 - $6,400.00 Commitment	Previous Tenement Year to 02/10/2011 - Yr 3 - $6,560.00 – No Expenditure Lodged Current Tenement Year to 02/10/2012 – Yr 4 - $6,560.00 Commitment	Previous Tenement
ANNUAL RENT	02/10/2013	Current Tenement Year to 02/10/2012 – paid in full Next Tenement Year - $352.00 due by 02/10/2013	Current Tenement Year to 02/10/2012 – paid in full Next Tenement Year - $360.80 due by 02/10/2013	Current Tenement
AREA SIZE (Blocks/ Hectares)		160HA	164HA	176HA
EXPIRY DATE		02/10/2012	02/10/2012	11/07/2014
GRANT DATE		03/10/2008	03/10/2008	12/07/2010
SHARES HELD		100/100	100/100	120/120
REGISTERED HOLDER / APPLICANT		Norman Andrew Williams	Norman Andrew Williams	Lyndon Scott
TENEMENT		P37/7415	P37/7416	P37/7823

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NOTES	10, 11	1, 2, 6, 7, 8, 9, 10, 11	1, 2, 3, 5, 6 ,7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 ,19, 20
REGISTERED ABORGINAL SITES		None	None
	3114/1268 (100%) Historical Lease 395/489 (100%)	Pastoral Lease (Indigenous Held) 3114/990 (98.2%)	Lease 332/1799 (6.9%) Lease 332/1787 (91.4%)
LEASE/ RESERVE/ PASTORAL LEASE OVERLAP

NATIVE TITLE CLAIMS / DETERMINATI ONS / ILUAs		WC10/18 – Kurrku	WC10/18 – Kurrku
BONDS		None	None
REGISTERED DEALINGS		None	None
MINIMUM ANNUAL EXPENDITURE	Year to 11/07/2011 - Yr 1 - $7,040.00 – expended in full Current Tenement Year to 11/07/2012 – Yr 2 - $7,040.00 Commitment	Previous Tenement Year – N/A Current Tenement Year to 11/04/2012 – Yr 1 - $7,640.00 Commitment	Previous Tenement Year to 10/08/2011 - Yr 3 - $12,000.00 – expended in full Current Tenement Year to 10/08/2012 – Yr 4 - $12,000.00 Commitment
ANNUAL RENT	Year to 11/07/2012 – paid in full Next Tenement Year - $387.20 due by 11/07/2013	Current Tenement Year to 11/04/2012 – paid in full Next Tenement Year - $420.20 due by 11/04/2013	Current Tenement Year to 10/08/2012 – paid in full Next Tenement Year - $1,800.00 due by 10/08/2013
AREA SIZE (Blocks/ Hectares)		191HA	120HA
EXPIRY DATE		11/04/2015	10/08/2029
GRANT DATE		12/04/2011	11/08/2008
SHARES HELD		120/120	100/100
REGISTERED HOLDER / APPLICANT	Mahoney	Lyndon Scott Mahoney	Lyndon Scott Mahoney
TENEMENT		P39/5111	M39/578

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NOTES	1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20	1,2, 3,6, 7,8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 20
REGISTERED ABORGINAL SITES	None	None
	Lease 332/1799 (100%)	Lease 332/1787 (100%)
LEASE/ RESERVE/ PASTORAL LEASE OVERLAP

NATIVE TITLE CLAIMS / DETERMINATI ONS / ILUAs	WC10/18 – Kurrku	WC10/18 – Kurrku
BONDS	None	None
REGISTERED DEALINGS	None	Forfeiture 313111 – Finalised: Order by Minister on 12 June 2009 that Forfeited. Restoration 325072 – granted on 24 December 2009 Forfeiture 338860- Finalised: Order by Minister on 5 March 2010 that M39/615 be Penalty Imposed. Forfeiture 341442: Finalised:
MINIMUM ANNUAL EXPENDITURE	Previous Tenement Year to 10/08/2011 - Yr 3 - $12,000.00 – expended in full Current Tenement Year to 10/08/2012 – Yr 4 - $12,000.00 Commitment	Previous Tenement Year to 20/11/2011 - Yr 4 - $10,000.00 – No expenditure lodged Current Tenement Year to 20/11/2012 – Yr 5 - $10,000.00 Commitment
ANNUAL RENT	Current Tenement Year to 10/08/2012 – paid in full Next Tenement Year - $1,800.00 due by 10/08/2013	Current Tenement Year to 20/11/2012 – paid in full Next Tenement Year - $975.00 due by 20/11/2013
AREA SIZE (Blocks/ Hectares)	120HA	65HA
EXPIRY DATE	10/08/2029	20/11/2028
GRANT DATE	11/08/2008	21/11/2007
SHARES HELD	100/100	100/100
REGISTERED HOLDER / APPLICANT	Lyndon Scott Mahoney	Lyndon Scott Mahoney
TENEMENT	M39/579	M39/615

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NOTES		1,2, 3,4, 5,6, 7,8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20
REGISTERED ABORGINAL SITES		None
		Lease 332/1787 (98.3%)
LEASE/ RESERVE/ PASTORAL LEASE OVERLAP

NATIVE TITLE CLAIMS / DETERMINATI ONS / ILUAs		WC10/18 – Kurrku
BONDS		None
REGISTERED DEALINGS	Order by Minister on 20 April 2010 that M39/615 be Penalty Imposed. Fine 345302 – for non compliance with expenditure obligations. Finalised: 24 May 2010.	None
MINIMUM ANNUAL EXPENDITURE		Previous Tenement Year to 10/08/2011 - Yr 3 - $20,000.00 – Expended in Full Current Tenement Year to 10/08/2012 – Yr 4 - $20,000.00 Commitment
ANNUAL RENT		Current Tenement Year to 10/08/2012 – paid in full Next Tenement Year - $3,000.00 due by 10/08/2013
AREA SIZE (Blocks/ Hectares)		200HA
EXPIRY DATE		10/08/2029
GRANT DATE		11/08/2008
SHARES HELD		100/100
REGISTERED HOLDER / APPLICANT		Lyndon Scott Mahoney
TENEMENT		M39/791

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PART II

STATUS OF NATIVE TITLE CLAIMS AND NATIVE TITLE DETERMINATIONS

TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	REGISTERED	IN MEDIATION	STATUS
WC04/10	WAD6033/98	Wajarri Yamatji	Registered	Yes	Active
WC97/40	WAD6170/98	Narnoobinya Family Group	Registered	Yes	Active
WC99/2	WAD6020/98	Ngadju	Registered	Yes	Active
WC10/18	WAD385/10	Kurrku	Registered	No	Active

STATUS OF ILUAs

None.

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11. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

11.1 Directors and key personnel

Mr Clarke Dudley – Executive Chairman and Chief Executive Officer C.A.

Clarke Dudley is a Chartered Accountant with extensive experience in the management of listed companies over a period of 30 years within the mining industry.

He was previously Chairman and Managing Director of Alcaston from 1991 to 2001. Initially the Company’s gold exploration activities were rationalised and subsequently expanded to cover a wider range of commodities including diamonds. Towards the end of this period Alcaston was well cashed-up, with a highly desirable portfolio of exploration projects that were attracting major company joint venture interest.

Other companies of which he has been a director include Regency Investments Ltd and Tern Minerals Ltd (now Rand Mining NL).

Mr Nicholas Kempton – Technical Director M.Sc MAusIMM

Nicholas Kempton is a Geologist and a member of the Australasian Institute of Mining and Metallurgy with more than 35 years experience in the mining industry

Mr Kempton was previously Technical Director of Alcaston from 1994 to 2001.

Prior to joining Alcaston, Mr Kempton was Chief Geologist with Shell Coal Australia and later regional head of exploration for Shell Coal International in London. Subsequent to that Mr Kempton was Environmental Advisor to the Coal and Metal Divisions of Shell Australia and was responsible for the successful clearance through public Environmental Impact Statements of several major gold and coal mining projects.

Until recently he operated his own consultancy and has undertaken a number of major projects including environmental audits of RTZ’s exploration and predevelopment projects in Australia and environmental management reports for Anglo Coal Australia.

Mr Eugene Odachowski – Financial Director

C.A.

Eugene Odachowski is a practicing Chartered Accountant with extensive business and commercial experience in both private and public listed companies over a period of 30 years.

He was previously Financial Director of Alcaston from 1991 to 2001, and chairman of that Company’s audit and remuneration committees.

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Management and Consultants

11.2 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 (2nd 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.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website (www.boadicearesources.com.au).

Board of Directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;
(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and
(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;
(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

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(c) acting on behalf of, and being accountable to, the Shareholders; and
(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

However, the Company is committed to the following principles:

(a) the Board is to comprise persons with a blend of skills, experience and attributes appropriate for the Company and its business; and
(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisors, has been committed to by the Board.

Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-

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executive Director. The current amount has been set at an amount not to exceed $100,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board has not established a remuneration committee at this point in the Company’s development. It is considered that the size of the Board along with the level of activity of the Company renders this impractical and the Board, acting without the affected Director participating in the decision making process, currently serves as a remuneration committee.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a Company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the executive director). The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

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11.3 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 on the following pages.

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PRINCIPLES AND COMMENT
RECOMMENDATIONS
1 Lay solid foundations for
management and oversight
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1	PRINCIPLES AND RECOMMENDATIONS	COMMENT
	Lay solid foundations for management and oversight

1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	The Company’s Corporate Governance Plan includes a Board Charter, which discloses the specifc responsibilities of the Board. The Board delegates responsibility for the day-to-day operations and administration of the Company to the Executive Chairman.
1.2	Companies should disclose the process for evaluating the performance of senior executives.	The Company’s Corporate Governance Plan includes a section on performance evaluation practices adopted by the Company. The chair will monitor the Board and the Board will monitor the performance of any senior executives who are not directors, including measuring actual performance against plannedperformance.
1.3	Companies should provide the information indicated in the Guide to Reporting on Principle 1.	Explanation of departures from Principles and Recommendations 1.1 and 1.2 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 1.1 and 1.2 (if any) in its future annual reports. No performance evaluation of senior executives has taken place to date as this process is conducted annually and the frst year has not been completed. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed. The Corporate Governance Plan, which includes the Board Charter, is posted on the Company’s website.

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PRINCIPLES AND COMMENT
RECOMMENDATIONS
2 Structure the board to
add value
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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
2	Structure the board to add value

2.1	A majority of the board should be independent Directors.	A majority of the Board are independent directors.
2.2	The chair should be an independent director.	Mr Dudley (Chairman) is not independent as defned in the ASX Corporate Governance Principles and Recommendations. The Board believes that the Company, in its current size and level of complexity, cannot justify the expense of searching for, and appointing, an Independent Chairman of the same experience as Mr Dudley. Points of confict arising from Mr Dudley’s lack of independence are to be dealt with by Mr Dudley being excluded in any voting pertaining to potentially conficting items of business when considered bythe Board.
2.3	The roles of chair and chief executive offcer should not be exercised by the same individual.	Mr Dudley will act as Chairman and Chief Executive Offcer to the Company. The Board believes that the Company, in its current size and level of complexity, cannot justify the expense of searching for, and appointing, an additional person as Chief Executive Offcer to the Company. When the Company is of the size to justify the appointment of a separate individual to either role,the Board will revisit this issue.
2.4	The board should establish a nomination committee.	The Board considers that the present size and scope of the Company’s activities do not justify the establishment of a nomination committee. Charters or policies directing this area have been established but the rules will be managed through the full Board of Directors.
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual Directors.	The Company’s Corporate Governance Plan includes a section on performance evaluation practices adopted by the Company. The chair will review the performance of the Board, its committees (if any) and individual directors to ensure that the Company continues to have a mix of skills and experience necessary for the conduct of its activities.

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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
2	Structure the board to add value
2.6	Companies should provide the information indicated in the Guide to Reporting on Principle 2.	The Company has provided details of each director, such as their skills, experience and expertise relevant to their position in this Prospectus and will also provide these details on its website and in future annual reports. Explanation of departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) in its future annual reports. No performance evaluation of the Board, its committees and individual directors has taken place to date as this process is conducted annually and the frst year has not been completed. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed. The Corporate Governance Plan, which includes the Nomination Committee Charter, is posted on the Company’s website.
3	Promote ethical and responsible decision-making
3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confdence in the Company’s integrity; • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and • the responsibility and accountability of individuals for reporting and investigating reports of unethicalpractices.	The Company’s Corporate Governance Plan includes a ‘Corporate Code of Conduct’, which provides a framework for decisions and actions in relation to ethical conduct in employment.

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PRINCIPLES AND COMMENT
RECOMMENDATIONS
3 Promote ethical and
responsible decision-making
3.2 Companies should establish a The Company’s Corporate Governance Plan
policy concerning diversity and includes a ‘Diversity Policy’, which provides
disclose the policy or a summary a framework for establishing measureable
of that policy. The policy should objectives for achieving gender diversity and for
include requirements for the the Board to assess annually both the objectives
board to establish measureable and progress in achieving them.
objectives for achieving gender
diversity and for the board to
assess annually both the objectives
and progress in achieving them.
3.3 Companies should disclose This disclosure has not yet been made as the
in each annual report the first year has not been completed.
measureable objectives for
achieving gender diversity set by Future annual reports will disclose the
the board in accordance with the measureable objectives for achieving gender
diversity policy and progress in diversity set by the board in accordance with the
achieving them. diversity policy and progress in achieving them.
3.4 Companies should disclose in This disclosure has not yet been made as the
each annual report the proportion first year has not been completed.
of women employees in the whole
organisation, women in senior Future annual reports will disclose the
executive positions and women on proportion of women employees in the whole
the board. organisation, women in senior executive
positions and women on the board.
3.5 Companies should provide the Explanation of departures from Principles and
information indicated in the Guide Recommendations 3.1, 3.2, 3.3 and 3.4 (if
to Reporting on Principle 3. any) are set out above. The Company will also
explain any departures from Principles and
Recommendations 3.1, 3.2, 3.3 and 3.4 (if any)
in its future annual reports.
The Corporate Governance Plan, which includes
the Corporate Code of Conduct and Diversity
Policy, is posted on the Company’s website.
4 Safeguard integrity in
financial reporting
4.1 The board should establish an The Board considers that the present size
audit committee. and scope of the Company’s activities do not
justify the establishment of an audit committee.
Charters or policies directing this area have
been established but the rules will be managed
through the full Board of Directors.
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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
4	Safeguard integrity in fnancial reporting
4.2	The audit committee should be structured so that it: • consists only of non-executive Directors • consists of a majority of independent Directors • is chaired by an independent chair, who is not chair of the board • at least three members.	As noted above in Section 4.1, the Board considers that the present size and scope of the Company’s activities do not justify the establishment of an audit committee.
4.3	The audit committee should have a formal charter.	The Company’s Corporate Governance Plan includes an Audit and Risk Committee Charter, which discloses its specifc responsibilities.
4.4	Companies should provide the information indicated in the Guide to Reporting on Principle 4.	Explanation of departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if any) in its future annual reports. The Corporate Governance Plan, which includes the Audit & Risk Committee Charter, is posted on the Company’s website.
5	Make timely and balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summaryof thosepolicies.	The Company has a continuous disclosure program in place designed to ensure compliance with ASX Listing Rule disclosure and to ensure accountability at a senior executive level for compliance and factual presentation of the Company’s fnancial position.
5.2	Companies should provide the information indicated in Guide to Reporting on Principle 5.	The Company has not currently departed from Principle and Recommendation 5.1. The Company will provide an explanation of any departures from Principle and Recommendation 5.1 (if any) in its future annual reports. The Corporate Governance Plan, which includes a continuous disclosure program, is posted on the Company’s website.

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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
6	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summaryof thatpolicy.	The Company’s Corporate Governance Plan includes a shareholders communication strategy, which aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.
6.2	Companies should provide the information indicated in the Guide to Reporting on Principle 6.	The Company has not currently departed from Principle and Recommendation 6.1. The Company will provide an explanation of any departures from Principle and Recommendation 6.1 (if any) in its future annual reports. The Corporate Governance Plan, which includes a shareholders communication strategy, is posted on the Company’s website.
7	Recognise and manage risk
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	The Company’s Corporate Governance Plan includes a risk management policy. The Board determines the Company’s “risk profle” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.
7.2	The board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks.	The Company’s Corporate Governance Plan includes a risk management policy. The Board will require either the Executive Chairman or the Chief Financial Offcer to provide a report at the relevant time.

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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
7	Recognise and manage risk
7.3	The board should disclose whether it has received assurance from the chief executive offcer (or equivalent) and the chief fnancial offcer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to fnancial reporting risks.	The Board will seek this relevant assurance from the Executive Chairman Chief Financial Offcer at the relevant time.
7.4	Companies should provide the information indicated in Guide to Reporting on Principle 7.	The Company has not currently departed from Principles and Recommendations 7.1, 7.2 and 7.3. The Company will provide an explanation of any departures from Principles and Recommendations 7.1, 7.2 and 7.3 (if any) in its future annual reports. The Corporate Governance Plan, which includes a risk management policy, is posted on the Company’s website.
8	Remunerate fairly and responsibly
8.1	The board should establish a remuneration committee.	The Board considers that the present size and scope of the Company’s activities do not justify the establishment of a remuneration committee. Charters or policies directing this area have been established but the rules will be managed through the full Board of Directors.
8.2	The remuneration committee should be structured so that it: • consists of a majority of independent Directors • is chaired by an independent director • has at least three members.	Although no formal remuneration committee has been established, the Board currently serves as the remuneration committee. The Board is comprised of a majority of independent directors and has at least three members.

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PRINCIPLES AND COMMENT
RECOMMENDATIONS
8 Remunerate fairly and
responsibly
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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
8	Remunerate fairly and responsibly

8.3	Companies should clearly distinguish the structure of non- executive Directors’ remuneration from that of executive Directors and senior executives.	The Board has distinguished the structure of non executive director’s remuneration from that of executive directors and senior executives. The Company’s constitution provides that the remuneration of non-executive directors will not be more than the aggregate fxed sum set by the constitution and subsequently varied by resolution at a general meeting of shareholders. The Board is responsible for determining the remuneration of executive directors and senior executives (without the participation of the affected director). It is the Board’s objective to provide maximum stakeholder beneft from the retention of a high quality Board and executive team by remunerating executive directors and senior executives fairly and appropriately with reference to relevant employment market conditions and by linking the nature and amount of executive directors’ and senior executives’ emoluments to the Company’s fnancial and operational performance.
8.4	Companies should provide the information indicated in the Guide to Reporting on Principle 8.	Explanation of departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any) are set out above. The Company will also provide an explanation of any departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any) in its future annual reports. The Corporate Governance Plan, which includes the Remuneration Committee Charter, is posted on the Company’s website.

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12. MATERIAL CONTRACTS

12.1 Option to Purchase Agreement – Askins Tenements

On 24 March 2011, Paul Winston Askins (Askins) and the Company entered into the Askins Agreement as amended by the amending deed dated 4 August 2011. The key terms of the Askins Agreement are as follows:

(a) Askins agreed to grant the Company the sole and exclusive option to purchase 100% of Askins’ rights and interests in the Askins Tenements (an application for exploration licence 20/750 and exploration licence 28/1932) (Askins Option) in consideration for the Company paying Askins $13,158.
(b) The Askins Option was due to expire on 30 September 2011 or such later date as the parties agreed. On 4 August 2011, the Company entered into an amending deed with Askins to extend the expiration date of the Askins Option to 30 March 2012. As consideration for entering into the amending deed, the Company paid an amount of $4,000 (exclusive of GST) to Askins.
(c) The Askins Option may be exercised by the Company giving Askins written notice that it wishes to exercise the Askins Option on or before the Askins Expiry Date.
(d) Upon the exercise of the Askins Option, completion of the sale and purchase of the Askins Tenements is subject to the Company being admitted to the Official List on or before the Askins Expiry Date (Askins Condition Precedent).
(e) The consideration payable by the Company to Askins for exercise of the Askins Option is $45,000.
(f) If the Askins Condition Precedent is not satisfied by the Askins Expiry Date, either party may terminate the Askins Agreement by notice in writing to the other and Askins will repay all monies paid by the Company to Askins under the Askins Agreement.
(g) Prior to the Askins Expiry Date, the Company:
(i) has the exclusive right to prospect and explore for minerals on the Askins Tenements and will have full rights of ingress, egress and regress to, from and over the Askins Tenements;
(ii) must comply with all terms and conditions of the Askins Tenements including the expenditure commitments; and
(iii) must keep Askins informed of any prospecting, exploration or other activities carried out on the Askins Tenements by the Company.
(h) The Askins Agreement contains standard representations, warranties and indemnities expected to be included in an agreement of this nature.

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12.2 Option to Purchase Agreement – Williams Tenements

On 29 June 2011, Norman Andrew Williams (Williams) and the Company entered into the Williams Agreement as amended by the amending deed dated 5 December 2011. The key terms of the Williams Agreement are as follows:

(a) Williams agreed to grant the Company the sole and exclusive option to purchase 100% of Williams’ rights and interests in the Williams Tenements (prospecting licences 37/7414, 37/7415 and 37/7416) (Williams Option) in consideration for the Company:
(i) paying Williams $4,000; and
(ii) issuing Williams 800,000 Shares at a deemed issue price of $0.10 per Share (Williams Consideration Shares),

(together, the Williams Option Consideration).

(b) The Williams Option was due to expire on 31 December 2011 or such later date as the parties agreed. On 5 December 2011, the Company entered into an amending deed with Williams to extend the expiration date of the Williams Option to 30 March 2012. As consideration for entering into the amending deed, the Company paid an amount of $100 to Williams.
(c) The Williams Option may be exercised by the Company giving Williams written notice that it wishes to exercise the Williams Option by the Williams Expiry Date.
(d) Upon the exercise of the Williams Option, completion of the sale and purchase of the Williams Tenements is subject to the Company being admitted to the Official List on or before the Williams Expiry Date (Williams Condition Precedent).
(e) The consideration payable by the Company to Williams for exercise of the Williams Option is $15,000, which is payable within 7 days of the Company being admitted to the Official List (Williams Purchase Price).
(f) If the Williams Condition Precedent is not satisfied by the Williams Expiry Date, Williams will transfer the Williams Consideration Shares to the Company in consideration for the Company paying Williams $1.
(g) If Williams does not transfer the Williams Tenements to the Company within 36 months of the exercise of the Williams Option:
(i) as a result of a breach of the Williams Agreement by the Company, Williams shall retain the Williams Option Consideration and Williams Purchase Price, the rights of the Company under the Williams Agreement will be cancelled and the Williams Agreement shall be terminated; and
(ii) as a result of a breach of the Williams Agreement by Williams, the Company may:
- (A) require Williams to return the Williams Option Consideration and Williams Purchase Price to the Company, transfer the Williams

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Consideration Shares to the Company in exchange for $1, forego any rights to the Williams Tenements and the Williams Agreement shall be terminated; or

  - (B) take any action it deems necessary to enforce the Williams Agreement and recover damages.

(h) Prior to the Williams Expiry Date, the Company:
(i) has the exclusive right to prospect and explore for minerals on the Williams Tenements and will have full rights of ingress, egress and regress to, from and over the Williams Tenements;
(ii) must comply with all terms and conditions of the Williams Tenements including the expenditure commitments; and
(iii) must keep Williams informed of any prospecting, exploration or other activities carried out on the Williams Tenements by the Company.
(i) The Company must expend $125,000 on the Williams Tenements within 24 months of being admitted to the Official List. If the Company fails to meet this expenditure commitment for some reason and this failure is not rectified within 90 days, then the Company will be required to transfer its interest in the Williams Tenements to Williams for $1.
(j) The Company grants Williams a first right of refusal in the event that the Company intends to sell or surrender any of the Williams Tenements.
(k) The Williams Agreement contains standard representations, warranties and indemnities expected to be included in an agreement of this nature.

12.3 Option to Purchase Agreement – Mahoney

On 8 July 2011, Lyndon Scott Mahoney (Mahoney) and the Company entered into the Mahoney Agreement as amended by the amending deed dated 7 November 2011. The key terms of the Mahoney Agreement are as follows:

(a) Mahoney agreed to grant the Company the sole and exclusive option to purchase 100% of Mahoney’s rights and interests in the Mahoney Tenements (prospecting licences 37/7823 and 39/5111 and mining “leases” 39/578, 39/579, 39/615 and 39/791) (Mahoney Option) in consideration for the Company:
(i) paying Mahoney $1,000; and
(ii) issuing Mahoney 1,200,000 Shares at a deemed issue price of $0.10 per Share (Mahoney Consideration Shares),

(together the Mahoney Option Consideration).

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(b) The Mahoney Option was due to expire on 31 December 2011 or such later date as the parties agreed. On 7 November 2011, the Company entered into an amending deed with Mahoney to extend the expiration date of the Mahoney Option to 30 March 2012. As consideration for entering into the amending deed, the Company paid an amount of $100 (exclusive of GST) to Mahoney.
(c) The Mahoney Option may be exercised by the Company giving Mahoney written notice that it wishes to exercise the Mahoney Option by the Mahoney Expiry Date.
(d) Upon the exercise of the Mahoney Option, completion of the sale and purchase of the Mahoney Tenements is subject to the Company being admitted to the Official List on or before the Mahoney Expiry Date (Mahoney Condition Precedent).
(e) The consideration payable by the Company to Mahoney for exercise of the Mahoney Option is $13,592 within 7 days of the Company being admitted to the Official List (Mahoney Purchase Price).
(f) If the Mahoney Condition Precedent is not satisfied by the Mahoney Expiry Date, then:
(i) Mahoney will transfer the Mahoney Consideration Shares to the Company in consideration for the Company paying Mahoney $1;
(ii) Mahoney will retain the $1,000; and
(iii) if already paid, Mahoney return the $13,592 to the Company.
(g) If Mahoney does not transfer the Mahoney Tenements to the Company within 36 months of the exercise of the Mahoney Option:
(i) as a result of a breach of the Mahoney Agreement by the Company, Mahoney shall retain the Mahoney Option Consideration and Mahoney Purchase Price, the rights of the Company under the Mahoney Agreement will be cancelled and the Mahoney Agreement shall be terminated; and
(ii) as a result of a breach of the Mahoney Agreement by Mahoney, the Company may:
- (A) require Mahoney to return the Mahoney Option Consideration and Mahoney Purchase Price to the Company, transfer the Mahoney Consideration Shares to the Company in exchange for $1, forego any rights to the Mahoney Tenements and the Mahoney Agreement shall be terminated; or
- (B) take any action it deems necessary to enforce the Mahoney Agreement and recover damages.

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(h) Prior to the Mahoney Expiry Date, the Company:
(i) has the exclusive right to prospect and explore for minerals on the Mahoney Tenements and will have full rights of ingress, egress and regress to, from and over the Mahoney Tenements;
(ii) must comply with all terms and conditions of the Mahoney Tenements including the expenditure commitments; and
(iii) must keep Mahoney informed of any prospecting, exploration or other activities carried out on the Mahoney Tenements by the Company.
(i) Mahoney retains the rights to mine for alluvial gold on the Mahoney Tenements to a depth of 2 metres and the obligation to rehabilitate until 8 July 2012.
(j) The Company grants Mahoney a first right of refusal in the event that the Company intends to sell or surrender any of the Mahoney Tenements.
(k) The Mahoney Agreement contains standard representations, warranties and indemnities expected to be included in an agreement of this nature.

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13. ADDITIONAL INFORMATION

13.1 Litigation

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

13.2 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.

General meetings

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

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

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:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion 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).

Dividend rights

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

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The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

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

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.

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.

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.

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.

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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.

13.3 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.

13.4 Interests of Experts and Advisers

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

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

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

(a) the formation or promotion of the Company;

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(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 any of these persons for services provided in connection with:

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

Malcolm Castle has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Section 8 of this Prospectus. The Company estimates it will pay Malcolm Castle a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Malcolm Castle has not received fees from the Company for any other services.

Stantons has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 9 of this Prospectus. The Company estimates it will pay Stantons a total of $7,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Stantons has not received any fees from the Company for any other services.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and has prepared the Solicitor’s Report on Tenements which is included in Section 10 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $40,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received fees from the Company for any other services.

Advanced Share Registry Ltd has acted as the Share Registry to the Company in relation to the Offer. The Company estimates it will pay Advanced Share Registry Ltd $6,550 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Advanced Share Registry Ltd has not received fees from the Company for any other services.

The amounts disclosed above are exclusive of any amount of GST payable by the Company in respect of those amounts.

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13.5 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.

Malcolm Castle has given his written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 8 of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in the Chairman’s Letter in Section 4, Investment Overview in Section 3 and Section 6 of this Prospectus in the form and context in which those statements are included. Malcolm Castle has not withdrawn his consent prior to lodgement of this Prospectus with the ASIC.

Stantons has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 9 of this Prospectus in the form and context in which the information and report is included. Stantons has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 10 of this Prospectus in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Melanie Leydin of Leydin Freyer Audit Pty Ltd has given her written consent to being named as the Auditor to the Company in this Prospectus. Melanie Leydin has not withdrawn her consent prior to the lodgement of this Prospectus with the ASIC.

Advanced Share Registry Ltd has given its written consent to being named as the share registry to the Company in this Prospectus. Advanced Share Registry Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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13.6 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $192,137 for minimum subscription or $272,569 for full subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Minimum Subscription	Full Subscription
	($)	($)
ASIC fees	2,137	2,137
ASX fees**	27,500	45,132
Broker Commissions*	48,000	108,000
Legal Fees	40,000	40,000
Independent Geologist’s Fees	10,000	10,000
Investigating Accountant’s Fees	7,000	7,000
Consultant’s Fees	10,000	10,000
Printing and Distribution	22,500	23,600
Marketing Fees	20,000	20,000
Miscellaneous	5,000	6,700
TOTAL	192,137	272,569

Broker commissions will only be paid on applications made through a licensed securities dealer or Australian financial services licensee and accepted by the Company (refer to Section 5.9 of this Prospectus for further information). The amount calculated is based on 100% of applications being made in this manner. For those applications made directly to and accepted by the Company, no broker commissions will be payable and the expenses of the Offer will be reduced and the additional funds will be put towards working capital.
** If over subscriptions of $1 million are accepted, the cash expenses of the Offer will increase due to an increase in ASX fees, Broker Commissions, Printing and Distribution, and Miscellaneous.

13.7 Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, will be 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.

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13.8 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic Prospectus and electronic application form on the basis of a paper Prospectus lodged with the ASIC, and the publication of notices referring to an electronic Prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application 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 website of the Company at www.boadicearesources.com.au.

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

13.9 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

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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13.11 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), 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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14. DIRECTORS’ AUTHORISATION

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

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

==> picture [195 x 130] intentionally omitted <==

Clarke Dudley Executive Chairman For and on behalf of BOADICEA RESOURCES LTD

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15. GLOSSARY

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

$ means an Australian dollar.

Alcaston means Alcaston Mining NL (ACN 006 710 774).

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

ASIC means Australian Securities & Investments Commission.

Askins means Paul Askins.

Askins Agreement means the option to purchase agreement between the Company and Askins dated 24 March 2011, as amended by the amending deed dated 4 August 2011, pursuant to which the Company has been granted an option to acquire the Askins Tenements.

Askins Expiry Date means 30 March 2012.

Askins Option means the option to purchase 100% of Askins rights and interests in the Askins Tenements.

Askins Tenements means Western Australian exploration licence 28/1932 which comprises the Symons Hill Project and an application for exploration licence 20/750, which comprises the Lake Austin Project, which the Company has an option to acquire pursuant to the Askins Agreement.

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

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Calypso Project means the gold project comprised of the Williams Tenements, which the Company has an option to acquire pursuant to the Williams Agreement.

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

Company or Boadicea means Boadicea Resources Ltd (ACN 149 582 687).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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

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Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Lake Austin Project means a Western Australian application for exploration licence 20/750, which the Company has an option to acquire pursuant to the Askins Agreement.

Loyalty Option means an option to acquire a Share that the Company intends to offer within 3 months of listing on the ASX pursuant to a non-renounceable entitlement offer, as described in Section 3.9.

Offer means the Offer of Shares pursuant to this Prospectus as set out in Section

3.6 of this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX

Listing Rules.

Option Agreements means the Askins Agreement, the Mahoney Agreement and the Williams Agreement, pursuant to which the Company has rights to acquire the Projects, subject to it receiving conditional approval to be admitted to the Official List.

Mahoney means Lyndon Mahoney.

Mahoney Agreement means the option to purchase agreement between the Company and Mahoney dated 8 July 2011, as amended by the amending deed dated 7 November 2011, pursuant to which the Company has been granted an option to acquire the Mahoney Tenements.

Mahoney Expiry Date means 30 March 2012.

Mahoney Option means the option to purchase 100% of Mahoney’s rights and

interests in the Mahoney Tenements.

Mahoney Tenements means Western Australian prospecting licences 37/7823, 39/5111 and mining leases 39/578, 39/579, 39/615 and 39/791, which comprise the Murrin Murrin Project which the Company has an option to acquire pursuant to the Mahoney Agreement.

Murrin Murrin Project means the gold project comprised of the Mahoney Tenements, which the Company has an option to acquire pursuant to the Mahoney Agreement.

Projects means the Symons Hill Project, Murrin Murrin Project, Calypso Project and Lake Austin Project in which the Company has an option to acquire an interest.

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Prospectus means this Prospectus.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

Stantons means Stantons International Pty Ltd trading as Stantons International Securities (ACN 103 088 697).

Symons Hill Project means Western Australian exploration licence 28/1932, which the Company has an option to acquire pursuant to the Askins Agreement.

Tenements means the tenements in which the Company may acquire an interest, pursuant to the Askins Agreement, the Mahoney Agreement and the Williams Agreement, as further described in the Solicitor’s Report on Tenements set out in Section10 of this Prospectus or any one of them as the context requires.

Vendors means Askins, Mahoney and Williams and Vendor means any one of them.

Williams means Norman Williams.

Williams Agreement means the option to purchase agreement between the Company and Williams dated 29 June 2011, as amended by the amending deed dated 5 December 2011, pursuant to which the Company has been granted an option to acquire the Williams Tenements.

Williams Expiry Date means 30 March 2012.

Williams Option means the option to purchase 100% of Williams’ rights and interests in the Williams Tenements.

Williams Tenements means Western Australian prospecting licence 37/7414, 37/7415 and 37/7416, which comprise the Calypso Project which the Company has an option to acquire pursuant to the Williams Agreement.

WST means Western Standard Times observed in Perth, Western Australia.

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16. APPLICATION FORM

ONLY COMPLETE THIS APPLICATION FORM IF YOU WISH TO SUBSCRIBE FOR SHARES UNDER THE OFFER.

PUBLIC OFFER APPLICATION FORM

BOADICEA RESOURCES LTD

ACN 149 582 687

The securities to which this application form ( Application Form ) relates are fully paid ordinary shares ( Shares ) in the capital of Boadicea Resources Ltd ( Company ). A prospectus containing information regarding investment in Share was lodged with the Australian Securities and Investments Commission on 22 December 2011 ( Prospectus ). The Prospectus will expire on the date, which is 13 months after the date of the Prospectus. While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Shares. A person who gives another person access to the Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document.

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

==> picture [469 x 309] intentionally omitted <==

----- Start of picture text -----

Full name (PLEASE PRINT)
Title, Given Name(s) & Surname or Company Name
Joint Applicant #2 or
Joint Applicant #3 or
Postal Address (PLEASE PRINT)
Street Number Street
Suburb/Town State Post Code
ABN, Tax File Number or Exemption Applicant #2 Applicant #3
CHESS HIN or Existing SRN (if applicable) Broker/Advisor Name
Number of Shares applied for Application Money enclosed at 20 cents per Share
A$……………………………
----- End of picture text -----

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

	Cheque Details:
Drawer	Bank	BSB or Branch	Amount

	Fa	x ( ) . . . . . . . . . . . . .	. . . . . . . . . . . .

Cheques should be made payable to “ Boadicea Resources Ltd – Share Offer Account ”, crossed “ Not Negotiable ”.

Cheques and completed Application Forms should be forwarded, to arrive no later than 5:00pm (WST) on 29 February 2012 (or such other date as is determined by the Directors) to:

Boadicea Resources Ltd C/- Advanced Share Registry Limited PO Box 1156 NEDLANDS WA 6909 AUSTRALIA

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GUIDE TO THE APPLICATION FORM

If an applicant for Shares under the Prospectus ( Applicant ) has any questions on how to complete this Application Form, please telephone the Chairman, Mr Clarke Dudley on (03) 9569 3467.

A. Application for Shares

The Application Form must only be completed in accordance with the instructions included in the Prospectus.

B. Name of Applicant

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registerable title. Applications using the incorrect form of registerable title may be rejected.

C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registerable title.

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

E. Contact Details

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

F. CHESS HIN or existing SRN Details

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

G. Cheque Details

Make cheques payable to “Boadicea Resources Ltd – Share Offer Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

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

(1) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors; (2) agrees to be bound by the constitution of the Company;
(3) authorises the directors of the Company to complete or amend this Application Form where necessary to correct any errors or omissions;
(4) acknowledges that he/she has received a copy of the Prospectus attached to this Application Form or a copy of the Application Form before applying for the Shares; and
(5) acknowledges that he/she will not provide another person with this Application Form unless it is attached to or accompanied by the Prospectus.

CORRECT FORMS OF REGISTRABLE TITLE

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

Type of Investor	Correct Form of Registration	~~Inc~~orrect Form of Registration
IndividualUse given namesin full,not initials	MrJohn Alfred Smith	JASmith
Company Usethe company’sfull title,notabbreviations	ABCPtyLtd	ABCP/Lor ABC Co
Joint Holdings Use full and complete names	Mr Peter Robert Williams & Ms Louise Susan Williams	Peter Robert & Louise S Williams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

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BOADICEA RESOURCES

LTD

ACN 149 582 687

The Boadicea Story

Boadicea was queen of the Iceni people who led a spectacular uprising against the occupying forces of the Roman Empire in Britain around AD 60.

The Boadicea image, on the front cover, represents an artist’s impression of the statue of Boadicea that stands next to Westminster Bridge and the Houses of Parliament in London.

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AI assistant

BOA RESOURCES LTD — Capital/Financing Update 2011

64547_rns_2011-12-28_df5c7fd6-9dd1-46d0-9a17-1c29012b3cd0.pdf

BOADICEA RESOURCES

LTD

PROSPECTUS

IMPORTANT INFORMATION

CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Company Secretary

Share Registry*

Proposed ASX Code

Independent Geologist

Solicitors

Auditor

Investigating Accountant

2. IMPORTANT NOTICE

2.1 Exposure Period

2.2 Web Site – Electronic Prospectus

2.3 Website

2.4 Forwarding-looking statements

2.5 Photographs and Diagrams

3. INVESTMENT OVERVIEW

3.1 The Company

3.2 Business Model

3.3 The Objectives

3.4 Key Investment Highlights

3.5 Key Risks

• Options to Acquire the Projects

• Grant of Licence

• Status of Tenements

• Exploration Risks

•

Access Risk

•

Limited History

• Contractual Risk

•

Future Requirements for Capital

•

Ministerial Consent to Transfer of Mining Leases

•

Failure to Satisfy Expenditure Commitments

• Pastoral Leases

• Co-existence Risk

3.6 The Offer

Indicative timetable*

3.7

Purpose of the Offer

3.8 Use of Funds

Notes:

3.9 Capital Structure

Shares[2]

Notes:

3.10 Substantial Shareholders

3.11 Restricted Securities

3.12 Financial Information

3.13 Taxation

3.14 Dividend Policy

3.15 Directors and Key Personnel

Mr Clarke Dudley – Executive Chairman and Chief Executive Officer C.A.

Mr Nicholas Kempton – Technical Director M.Sc MAusIMM

Mr Eugene Odachowski – Financial Director & Company Secretary C.A.

Management and Consultants

3.16 Corporate Governance

3.17

Disclosure of Interests

3.18 Agreements with Directors or Related Parties

Deeds of indemnity, insurance and access

3.19 Options

4. CHAIRMAN’S LETTER

5. DETAILS OF THE OFFER

5.1 The Offer

5.2

Minimum subscription

5.3 Applications

5.4

ASX listing

BOA RESOURCES LTD Capital/Financing Update 2011