CADOUX LIMITED - Capital/Financing Update 2009

FREEDOM EYE LIMITED ACN 061 289 218 to be renamed FYI RESOURCES LIMITED.

FYI RESOURCES LIMITED

PROSPECTUS

For the Offer of up to 12,500,000 Shares at an issue price of 20 cents each to raise up to $2,500,000

KSLCORP Pty Ltd AFSL 240588 Lead Manager to the Offer

IMPORTANT NOTICE

This Prospectus is dated 27 November 2009 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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

Application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the securities the subject of 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. Failure to comply with these restrictions may violate securities laws. 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.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

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

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus is available and can be downloaded from the website of the Company at www.freedomeye.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the 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. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

EXPOSURE PERIOD

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of 7 days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of up to 7 days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, any Application Forms received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act. Application Forms received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on Application Forms received in the exposure period and all Application Forms received during the exposure period will be treated as if they were simultaneously received on the Opening Date.

REPORTING ON EXPLORATION RESULTS

The information contained in the Independent Geologist's Report in section 9 was prepared by Vidoro Pty Ltd represented by Mr David Jones. Otherwise information in this Prospectus that relates to exploration results has been compiled by the Company and is based on information provided by Mr David Ross, an employee of Empire Resources Limited, who is a member of the Australasian Institute of Mining and Metallurgy (AusIMM). All information of this type is expressed in terms of the JORC Code. Mr David Ross has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a competent person as defined in the JORC Code. Mr David Ross consents to the inclusion in the Prospectus of the matters based on his information in the form and context in which it appears.

DEFINITIONS AND GLOSSARY

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

All references to securities in this Prospectus are, unless the context otherwise requires, refer to securities on a post consolidation basis assuming the 1 for 30 consolidation proposed at the General Meeting is completed.

The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

CORPORATE DIRECTORY

DIRECTORS

Mr Russell Barnett Mr Grant Bennett Dr David Sparling

INVESTIGATING ACCOUNTANT

BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St George's Terrace Perth, Western Australia, 6000

PROPOSED DIRECTORS

Mr Adrian Jessup Mr David Sargeant

COMPANY SECRETARY Mr Phil MacLeod

REGISTERED AND BUSINESS OFFICE

Unit 9 8 Sarich Way Bentley, Western Australia, 6102 Telephone: +61 8 9355 0399 Facsimile: +61 8 9472 0475

SHARE REGISTRY

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross, Western Australia, 6153

Telephone: +61 8 9315 2333

LEAD MANAGER TO THE OFFER

KSLCORP Pty Ltd 4-6 Ord Street West Perth, Western Australia, 6005 AFSL number 240588 Tel: +61 8 9320 5100 Fax: +61 8 9481 7519

WEBSITE

www.freedomeye.com.au

SOLICITORS TO THE OFFER

Fairweather & Lemonis Ground floor 1 Havelock Street West Perth, Western Australia, 6000

INDEPENDENT GEOLOGIST

Vidoro Pty Ltd 56 Fallon Drive Dural, New South Wales, 2158

1.	KEY POINTS......................................................................................................6
2.	CHAIRMAN'S LETTER......................................................................................7
3.	INVESTMENT OVERVIEW.................................................................................8
4.	DETAILS OF THE OFFER...............................................................................12
5.	CONDITIONAL OFFER....................................................................................17
6.	COMPANY AND PROJECT OVERVIEW.........................................................18
7.	DIRECTORS AND CORPORATE GOVERNANCE..........................................20
8.	RISK FACTORS...............................................................................................24
9.	INDEPENDENT GEOLOGIST'S REPORT.......................................................28
10.	INVESTIGATING ACCOUNTANT'S REPORT.................................................56
11.	TENEMENT REPORT......................................................................................75
12.	MATERIAL CONTRACTS................................................................................81
13.	ADDITIONAL INFORMATION..........................................................................83
14.	DIRECTORS' RESPONSIBILITY AND CONSENT...........................................91
15.	GLOSSARY......................................................................................................92
FREEDOM PRIORITY OFFER APPLICATION FORM............................................95
EMPIRE PRIORITY OFFER APPLICATION FORM................................................98
PUBLIC OFFER APPLICATION FORM................................................................102

1. KEY POINTS

This information is a selective overview only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Investors should read this Prospectus in its entirety and not rely solely on this overview.

Key highlights

Company has an agreement with Empire Resources Limited to acquire a 100% interest in exploration licence E52/2095 (Tenement) which is prospective for uranium. Completion of the transaction is conditional on the successful closing of this Offer.
The Tenement is located approximately 120 kilometres north of Meekatharra. Historical drilling in the late 1970s and early 1980s identified uranium mineralisation at five separate locations within the Tenement boundaries and a more recent radiometric survey indicates that there are other anomalous areas within the Tenement boundaries that are yet to be tested by drilling.
By acquiring the Tenement the Company will become a resource exploration and development company with an initial focus on a uranium project in Western Australia. The Company will no longer operate in the pharmaceutical research industry.
The Company has put together an experienced exploration, development and operating team to be led by Adrian Jessup who will perform the role of an executive director of the Company and David Sargeant who will perform a non-executive director role in the Company. Mr Jessup and Mr Sargeant are both directors of Empire Resources Limited and have a collective experience in the resources exploration industry of over 80 years.
The Company may seek to pursue other complementary uranium or broader resource opportunities that the Directors consider have the potential to add value for Shareholders.

Key risks

The risks associated with an investment in the Company are outlined in section 8 of this Prospectus. You should consider these risks before applying for Shares.
A significant risk as a resource exploration company is that there can be no assurance that the Company's activities will result in the delineation or discovery of a significant mineral resource. Even if a significant mineral resource is identified, there is no guarantee it can be economically exploited.
The minimum expenditure commitment upon the Tenement for the 2009 tenement year was not met. An exemption application has been made by Empire Resources Limited. If the exemption application is refused the Minister may forfeit the Tenement, fine Empire Resources Limited or impose no penalty. The forfeiture of the Tenement would mean that the Yarlarweelor Acquisition would not proceed and the Company would refund any moneys to Applicants under this Prospectus.
Further significant risks are the uranium price, uranium mining is subject to extensive regulation and Government policy risk.

2. CHAIRMAN'S LETTER

Dear Investor,

On behalf of the Board I am pleased to present the opportunity for you to participate in the Offer by the Company.

While the Company was initially a mineral exploration company, in more recent years it has focused its resources on the drug development and healthcare sectors. These sectors have presented the Company with considerable challenges, some of which the Board believes are insurmountable. The purpose of this Offer is to assist the Company to refocus its efforts on mineral exploration activities, an area of activity where the Board believe Shareholder value is more achievable.

The Company’s first asset will be the Yarlarweelor tenement (E52/2095) which covers an area of land approximately 120 kilometres north of Meekatharra, Western Australia and which is prospective for uranium. This asset is being acquired from Empire Resources Limited and as a result of this acquisition, Empire Resources Limited will become a major shareholder of the Company.

The Company's primary focus will be to conduct an active exploration and development program on the Tenement to seek to build on the data that already exists for the tenement, which has been generated from radiometric surveys and drilling programs. The Board believes that the Yarlarweelor Acquisition presents an exciting opportunity for the Shareholders of the Company. The Board may also seek to pursue other complementary uranium or broader resource opportunities that the Directors consider have the potential to add value for Shareholders.

The Company’s transition to a resource exploration company will be supported by the appointment of Adrian Jessup and David Sargeant to the Board. Mr Jessup and Mr Sargeant are both directors of Empire Resources Limited and both have significant technical and commercial experience in resource exploration and development.

By this Prospectus the Company is seeking to raise up to a maximum of $2,500,000 to provide funds to achieve its objectives in the next two years.

This Offer presents investors with an opportunity to become part of a resource exploration and development company with an initial focus on a uranium project. I recommend that you read this Prospectus in its entirety including understanding the risk factors in section 8 before making any investment decision.

On behalf of the Board I thank you for your interest and invite you to apply for Shares in the Company.

Yours sincerely

Mr Russell Barnett Chairman

3. INVESTMENT OVERVIEW

3.1 Important Notice

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

3.2 Key Offer Statistics

Key Offer Statistics
	Minimum subscription	Maximum subscription
Offer price per Share	20 cents	20 cents
Existing Shares	19,244,711	19,244,711
Shares offered under this Prospectus	8,000,000	12,500,000
Shares to be issued to Empire Resources Limited	12,829,807	12,829,807
Total number of Shares on
reinstatement of trading	40,074,518	44,574,518
on ASX
Market capitalisation at Offer price	$8,014,904	$8,914,904
Indicative Timetable
Prospectus lodged with ASIC		27 November 2009
General Meeting of Shareholders		30 November 2009
Priority Offers Opening Date		4 December 2009
Public Offer Opening Date		4 December 2009
Estimated Priority Offers Closing Date		18 December 2009
Estimated Public Offer Closing	Date	23 December 2009
Expected completion of Yarlarweelor Acquisition		28 December 2009
Expected despatch of holding statements		29 December 2009
Expected date for reinstatement of trading of Shares on ASX		4 January 2010

3.3 Indicative Timetable

The dates after the General Meeting are indicative only and may change without notice. The Company reserves the right to extend the Closing Date and the Offer or close the Offer early without notice. Applicants are encouraged to apply as soon as possible after the Offer opens.

3.4 Objectives and strategy

The Company’s strategy is to become a resource exploration and development company with an initial focus on a uranium project in Western Australia. To implement this strategy, the Company has entered into a transaction with Empire Resources Limited whereby the Company will acquire a 100% interest in exploration licence E52/2095 known as the Yarlarweelor tenement. The Yarlarweelor tenement is prospective for uranium.

The objectives of the Offer are to:

(a) fund a two year exploration and development program upon the Tenement;
(b) fund the costs of the Offer;
(c) provide general working capital which may be applied in undertaking a review of any complementary resource projects that the Board considers has the potential to add value for Shareholders;
(d) fund corporate administration costs; and
(e) allow access to equity markets in order to assist funding any future development of its existing project and pursuing any other complementary uranium or broader resource opportunities.
3.5 Use of Proceeds and Funds

The Company intends to use its current funds of approximately $470,000 cash on hand at 30 September 2009 and the funds raised from the Offer broadly as follows:

Funds Available	Minimum subscription	Maximum subscription
Cash at bank	$470,000	$470,000
Funds from Offer	$1,600,000	$2,500,000
Total funds available	$2,070,000	$2,970,000

Application of	Proceeds	Minimum subscription	Maximum subscription
Exploration program1		$1,004,000	$1,894,000
Corporate	administration	$726,000	$726,000
costs (2 years)
Costs of Offer2		$152,000	$198,000
General working capital		$188,000	$152,000
Total		$2,070,000	$2,970,000

The exploration program is subject to change and is contingent on circumstances, results and other opportunities. The Board reserves the right to vary the expenditure estimates outlined above as appropriate. Notes:

The two year exploration budget is itemised and commented upon by the Independent Geologist in its report at section 9.
The costs of the Offer includes a Lead Manager fee of 5% of funds raised plus GST in respect of all Applications received and accepted.
If less than Maximum Subscription but more than Minimum Subscription is received (that is, an amount between $1,600,000 and $2,500,000), then after accounting for the reduced costs of the Offer of $46,170 (by reason of fundraising fees of 5% only

applying to the moneys raised and reduced ASX share capital fees), the shortfall will be applied to a scale-back of the exploration program on a pro-rata basis to the funds otherwise spent at Maximum Subscription.

3.6 Working Capital

On successful completion of the Offer with at least the Minimum Subscription, the Company will have enough working capital to carry out the objectives stated in this Prospectus.

3.7 Capital Structure

After the close of the Offer and the issue of Shares to Empire, the capital structure of the Company will be as set out below:

Shares	Minimum subscription	Maximum subscription
Existing Shares1	19,244,711	19,244,711
Shares under this	8,000,000	12,500,000
Prospectus
Shares issued to Empire	12,829,807	12,829,807
Resources Limited2
TOTAL SHARES	40,074,518	44,574,518
Options
Existing options3	551,666	551,666
Options under this	0	0
Prospectus
TOTAL OPTIONS	551,666	551,666

Notes:

The number of Shares and Options on issue assumes that:
the Company’s current issued capital is consolidated on a 1 for 30 basis following the General Meeting to be held on 30 November 2009 (being 1 Share for every 30 Shares currently held and 1 Option for every 30 Options held); and
no Options are exercised before the close of the Offer.
The Shares to be issued to Empire assumes that the Yarlarweelor Acquisition is completed and the Company acquires the Tenement.
The Company has granted two series of Options – 333,333 options have an exercise price of $2.10 each and expire on 30 June 2010 and 218,333 options have an exercise price of $1.50 each and expire on 1 August 2010. The full terms of the Options are set out in section 13.4.

3.8 Future Bonus Options Issue

The Company intends to undertake a bonus issue of Options to registered Shareholders within approximately 6 months of the Closing Date of the Offer.

The Options are intended to be issued on the basis of one (1) Option for every two (2) Shares held. The Options will be exercisable at 20 cents per Option. The expiry date of the Options will be 30 June 2012. The Company reserves the right to only undertake the bonus issue to Shareholders with a registered address in Australia or New Zealand. Full details of the terms of the Options are set out in section 13.5 of this Prospectus.

A disclosure document for the bonus issue of Options will be sent to relevant registered Shareholders at the record date detailing the offer. Shareholders who wish to subscribe for the Options will need to complete the application form that will be in or accompany the disclosure document.

4. DETAILS OF THE OFFER

4.1 Shares offered for subscription

By this Prospectus the Company offers for subscription up to 12,500,000 Shares at 20 cents each to raise up to $2,500,000.

The Shares offered for subscription under this Prospectus consist of:

a Priority Offer to the Shareholders of the Company with a registered address in Australia or New Zealand (“Freedom Priority Offer”);
a Priority Offer to the shareholders of Empire Resources Limited with a registered address in Australia or New Zealand (“Empire Priority Offer”); and
a Public Offer.

All Shares issued under this Prospectus will be issued as fully paid and will rank equally in all respects with all other Shares on issue.

The maximum amount that may be raised under this Prospectus is $2,500,000.

The Offers are conditional on the matters set out in section 5.

Applications must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares (equivalent to $200) and can only be made by completing the relevant Application Form attached to or accompanying this Prospectus. The details of how to apply for Shares are set out below.

4.2 Freedom Priority Offer

The Company invites its Shareholders with a registered address in Australia or New Zealand to subscribe for 3,750,000 Shares of the 12,500,000 Shares in priority to the Public Offer on a first come first served basis, subject to the Director’s discretion. Any excess priority applications will be considered part of the Public Offer.

All Shares issued under the Freedom Priority Offer will rank equally with all other Shares on issue or issued under this Prospectus.

4.3 Empire Priority Offer

The Company invites the shareholders of Empire Resources Limited with a registered address in Australia or New Zealand to subscribe for 2,500,000 Shares of the 12,500,000 Shares in priority to the Public Offer on a first come first served basis, subject to Director’s discretion. Any excess priority applications will be considered part of the Public Offer.

All Shares issued under the Empire Priority Offer will rank equally with all other Shares on issue or issued under this Prospectus.

4.4 Public Offer

The allocation for the Public Offer will be a minimum of 1,250,000 Shares assuming the full take up of the Freedom Priority Offer and the Empire Priority Offer. Any Shares not applied for under the Freedom Priority Offer or the Empire Priority Offer will form part of the allocation for the Public Offer.

All Shares issued under the Public Offer will rank equally with all other Shares on issue or issued under this Prospectus.

4.5 Minimum subscription

The minimum subscription under the Offer is $1,600,000. The Company will not issue any Shares pursuant to this Prospectus until the minimum subscription is satisfied.

Should the minimum subscription not be reached within 4 months from the date of this Prospectus, the Company will either repay Application money to Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and be repaid their Application money. No interest will be paid on this money.

4.6 Arrangements with Brokers

The Offer is not underwritten. KSLCORP Pty Ltd is the Lead Manager to the Offer. The Company will pay KSLCORP Pty Ltd a capital raising fee of 5% plus GST on all funds. The Lead Manager mandate agreement is summarised in section 12.

4.7 Applications for Shares

Applications for Shares must be made using the following Application Forms:

Offer	Who should apply	Application Form
Freedom Priority Offer	Shareholders of the Company with a registered address in Australia or New Zealand	Freedom Priority Application Form
Empire Priority Offer	Shareholders of Empire Resources Limited with a registered address in Australia or New Zealand	Empire Priority Application Form
Public Offer	All other investors	Public Offer Application Form

Payment for the Shares must be made in full at the issue price of 20 cents per Share.

All Applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a cheque in Australia dollars payable to "Freedom Eye Limited – Share Offer Account" and crossed "Not Negotiable". No brokerage or stamp duty is payable.

All Freedom Priority Offer Application Forms and accompanying cheques must be received by the Priority Offer Closing Date.

All Empire Priority Offer Application Forms and accompanying cheques must be received by the Priority Offer Closing Date.

All Public Offer Application Forms and accompanying cheques must be received by the Public Offer Closing Date.

Completed Application Forms and accompanying cheques must be mailed or delivered to any of the following addresses:

Posted to: OR Delivered to: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway Applecross, WA 6953 Applecross WA 6153

4.8 Allocation and Allotment of Shares

Subject to ASX granting approval for the Shares to be reinstated to trading and satisfaction or waiver of the conditions set out in section 5, allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

The Company reserves the right to reject any Application or to allocate any investor with fewer Shares than the number applied for.

Final allocation of Shares under the Freedom Priority Offer will depend on the overall demand exhibited from the Company’s Shareholders that apply. In the event that Applications are received for more than 3,750,000 Shares, it is currently intended that Applications will be treated on a first come first served basis. Final allocation decisions will be at the sole discretion of the Company which reserves the right to reject any Application or to allocate any Shareholder with fewer Shares then the number applied for.

Final allocation of Shares under the Empire Priority Offer will depend on the overall demand exhibited from the shareholders of Empire Resources Limited that apply. In the event that Applications are received for more than 2,500,000 Shares, it is currently intended that Applications will be treated on a first come first served basis. Final allocation decisions will be at the sole discretion of the Company which reserves the right to reject any Application or to allocate any shareholder with fewer Shares then the number applied for.

Where no allotment is made to an Applicant, the Application money will be returned in full by cheque with the relevant Application Form within 14 days of the Closing Date. Where the number of Shares allotted is less than the number of Shares applied for, the surplus Application money will be returned by cheque to the Applicant within 14 days of the Closing Date. Interest will not be paid on refunded Application money.

Pending the issue and allotment of Shares or payment of refunds pursuant to this Prospectus, all Application money 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 such bank account and each Applicant waives the right to claim any such interest.

It is the responsibility of Applicants to determine their allotment prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

4.9 ASX quotation

The Company will apply to ASX within 7 days after the date of this Prospectus for quotation of the Shares offered by this Prospectus on ASX. If ASX does not grant permission for the quotation of the Shares offered under this Prospectus within 3 months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all Application Moneys without interest.

A decision by ASX to grant official quotation of the Shares is not to be taken in any way as an indication of ASX's view as to the merits of the Company or of the Shares. ASX and its officers take no responsibility as to the contents of this Prospectus. Quotation, if granted, of the Shares offered by this Prospectus will commence as soon as practicable after statements of holdings of the Shares are dispatched.

4.10 Restricted securities

The ASX may classify certain securities as being subject to the restricted securities provisions of the Listing Rules. Accordingly, a proportion of such securities may be required to be held in escrow. None of the Shares offered under this Prospectus will be subject to ASX escrow.

4.11 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 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 such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. 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.

It is the responsibility of Applicants outside Australia to obtain all necessary approvals for the allotment and issue of Shares under this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

4.12 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX.

Under CHESS, the Company will not issue certificates to investors. Instead, security holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

4.13 Privacy Act

If you complete an Application Form, you will be providing personal information to the Company (directly or by the Share Registry). The Company will collect, hold and use that information to assess your Application, service your needs as a Shareholder, facilitate distribution payments (if made) and send corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988, the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application and, accordingly, you may not be allotted any Shares.

4.14 No Prospective Financial Forecasts

The Directors have considered the matters outlined in ASIC Policy Statement 170. Given that the Company is a resource exploration and development company and the highly speculative nature of exploration and any subsequent development and production, the Company considers that it is unable to provide potential investors with any reliable revenue, profit or cash flow projections or forecasts.

5. CONDITIONAL OFFER

5.1 The Condition

The Offer is conditional upon Shareholders approving various resolutions to be considered at the General Meeting to be held on 30 November 2009.

5.2 General Meeting

The following resolutions will be put to Shareholders at the general meeting to be held on 30 November 2009. The Offer is conditional on resolutions in terms of paragraphs (a), (b), (c), (d) and (e) below being approved, which resolutions are interdependent. In summary, the conditional resolutions to be put to Shareholders are:

(a) to change the nature of the Company's activities following completion of the Yarlarweelor Acquisition to a resource exploration and development company;
(b) to consolidate the share capital of the company on a 1 for 30 basis (that is, one Share for every 30 Shares currently held and one Option for every 30 Options currently held);
(c) the allotment and issue of up to 12,829,807 Shares to Empire Resources Limited in consideration for the acquisition of the Tenement;
(d) to change the company name to FYI Resources Limited; and
(e) to allot and issue the Shares under this Prospectus.

In accordance with ASX requirements for compliance with chapter 11 of the Listing Rules, it is expected that the Company's securities will be suspended from quotation at the close of trading on the business day preceding the General Meeting. If Shareholders approve the change in nature of the Company’s activities, then the Shares will remain suspended until the Company has complied with the admission requirements in chapters 1 and 2 of the Listing Rules.

ASX has confirmed that the Company will be required to comply with chapters 1 and 2 of the Listing Rules in regard to the change in nature of activities.

5.3 Consequences of condition not being satisfied

If the condition set out above is not satisfied by the Closing Date of this Prospectus, none of the Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Application moneys will be returned without interest and the Offer will not proceed.

6. COMPANY AND PROJECT OVERVIEW

6.1 Background

The Company was originally listed on the ASX as Britannia Gold NL in 1994. On 29 June 2001, the Company changed its name to Solbec Pharmaceuticals Limited following the acquisition of rights to develop and commercialise a naturally derived glycoalkaloid compound that had demonstrated anecdotal evidence of action against specific cancers. The compound is Coramsine[®] .

Drug development, the process of guiding an unproven pre-clinical compound through to a regulatory approved drug for market in any developed jurisdiction is a capital intensive and high-risk exercise and one that presents considerable challenges to a listed company with a small market capitalisation. Following a detailed review of the regulatory status of the Coramsine[®] project the Board of the Company decided that the Company should diversify its interests into the broader healthcare sector by seeking acquisition of assets in cash-flow generating healthcare businesses. The ophthalmology sector was identified by the Board as a growing and attractive sector and the Company changed its name to Freedom Eye Limited and identified a number of opportunities in this space. The Company significantly progressed one opportunity, a network of ambulatory eye clinics in Malaysia, called Vista Vision. However, the parties were unable to finalise the mutually acceptable terms for the acquisition and on 31 March 2009 the Company announced to the market the expiry of its option to acquire Vista Vision. Shortly thereafter, on 21 April 2009, the Company announced that it had secured a licence and release for the Coramsine[®] intellectual property portfolio with the founder of the technology.

The new Board of FYI Resources, has formed the view that the best way to optimise the chances of FYI Resources delivering value to its shareholders is to refocus the Company on the core business of mineral exploration.

6.2 Acquisition of the Yarlarweelor Tenement

On 1 October 2009, the Company announced that it had entered into a transaction to acquire exploration licence E52/2095 from Empire Resources Limited. Exploration licence E52/2095 or the “Yarlarweelor tenement” is located 125 kilometres north of Meekatharra in Western Australia and is prospective for uranium. The material terms of the Yarlarweelor Acquisition agreement is summarised in section 12 of this Prospectus.

The consideration payable by the Company for the Tenement is the issue of 12,829,807 Shares to Empire Resources Limited post the consolidation of securities. On completion of the transaction and following the capital raising by this Prospectus, Empire Resources Limited will hold an approximately 32.01% interest in the Company at Minimum Subscription and an approximate 28.78% interest in the Company at Maximum Subscription.

In conjunction with the Yarlarweelor Acquisition, the Company will restructure the Board of the Company. On receiving Shareholder approval at the General Meeting, Mr Adrian Jessup and Mr David Sargeant will be appointed to the Board.

Mr Jessup is an Executive Director of Empire Resources Limited and Mr Sargeant is the Managing Director of Empire Resources Limited.

On completion of the Yarlarweelor Acquisition, Dr Sparling and Mr Bennett will resign from the Board. Further details about the Board of Directors are set out in section 7.

6.3 The Yarlarweelor Tenement

The Yarlarweelor tenement (E52/2095) is located approximately 125 kilometres north of Meekatharra, Western Australia. The Yarlarweelor tenement is prospective for uranium mineralisation that is hosted in the Despair Granite, with primary uraninite mineralisation having been historically recorded from five locations within the boundaries of E52/2095.

The uranium prospects located within the Yarlarweelor tenement were originally identified by Agip Australia Pty Ltd (‘Agip’) in 1978. Agip held an exploration license over the area from 1978 until January 1981. Historical drilling totalled 58 percussion holes over the area now covered by E52/2095. Results from this drilling ranged from narrow widths of moderate grade mineralisation such as 8m @ 708 ppm U3O8 in hole KRP13, to broad widths of lowgrade mineralisation such as 25m @ 202 ppm U3O8 in hole KRP5. In May 2008, Empire Resources Limited, the current holder of the Yarlarweelor tenement, commissioned a low level airborne magnetic and radiometric survey over a portion of E52/2095 for a total survey size of 6,768 line kilometres. The results of this survey identified radioactively anomalous targets in the Despair Granite within E52/2095 that had not been previously tested by historical drilling.

At the time that Agip allowed the licence to expire, uranium prices were approximately 6 times lower than they are today. At today’s uranium prices the historical grades identified may be significant and further exploration will target the identification of further uranium mineralisation.

6.4 Independent Geologist Valuation Report

The Independent Geologist has prepared a report on the Tenement which is set out in section 9 of the Prospectus. The Independent Geologist has also prepared a separate valuation report on the Tenement which is part of the explanatory information provided to Shareholders with the notice of General Meeting. This valuation report values the Tenement based on past and current exploration results at $1,500,000. The Company has lodged a copy of the valuation report with ASIC and this valuation report is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. The Company will give a copy of the valuation report to any person who requests it during the Offer free of charge.

7. DIRECTORS AND CORPORATE GOVERNANCE

7.1 Directors and proposed Directors

Mr Russell Barnett

Non-executive Chairman

Mr Barnett has a Masters of Business Administration, Bachelor of Commerce, Graduate Certificate in Mineral Economics and has more than 18 years experience in capital markets and building new commercial ventures throughout the Asia Pacific region. He is the principal and founder of Australian Venture Consultants Pty Ltd, a management consulting practice that provides expertise in technology commercialisation and innovation management to a wide range of companies and technology projects, including companies and projects in the resources sector. Mr Barnett is also the Non-Executive Chairman of GB Energy Limited, an ASX listed company with assets in the energy and cleantech sectors. Mr Barnett’s experience and business development networks are of considerable benefit to the Company.

Mr Grant Bennett

Non-executive Director (To resign at completion of Yarlarweelor Acquisition)

Mr Bennett has for many years worked inside his family business AMB Holdings Pty Ltd and Wright Prospecting Pty Ltd. He has experience at the corporate level of business and has had a direct input into the strategic development of many companies both listed and unlisted. He is currently CEO of GKB Global Pty Ltd, Chairman of Prodial Pty Ltd, Chairman of Mig Resources Pty Ltd, Director of National Centre for Asbestosis Related Diseases (NCARD) and sits on the fundraising committee for Western Australian Institute of Medical Research (WAIMR).

Dr David Sparling

Executive Director (To resign at completion of Yarlarweelor Acquisition)

Dr Sparling holds degrees in both Veterinary Science and Law. Dr Sparling is also a qualified company secretary with a graduate diploma in corporate governance. Dr Sparling joined the Company in July 2005 as Business Development Manager and later as General Manager and most recently as Chief Operating Officer prior to becoming a director of the Company. Prior to commencing employment with the Company, Dr Sparling was Commercial Counsel for Agenix Limited, an ASX listed biotechnology company based in Queensland.

Mr Adrian Jessup Proposed Executive Director

Mr Jessup holds a Bachelor of Science degree (with honours) in economic geology from the University of Sydney and has more than 40 years continuous experience as a geologist, company director and consultant involved in mineral exploration, ore deposit evaluation and mining. He is a member of AusIMM, the Geological Society of Australia and the Australian Institute of Geoscientists.

For the last 14 years, Mr Jessup has operated a geological consulting company. During that time, he was a founding director of publicly listed companies Empire Resources Limited and Sylvania Resources Limited. He remains an executive director of Empire Resources Limited. He was also a director of two mineral exploration companies based in southern Africa that were subsequently acquired by United Kingdom listed public companies.

Prior to commencing consulting, Mr Jessup was managing director of Giralia Resources NL for eight years, from the company's inception in 1987. Previously, he had worked for AMAX Exploration Inc., as a senior geologist and as regional manager in charge of that company's mineral exploration in Western Australia.

Mr David Sargeant Proposed Non-executive Director

Mr Sargeant holds a Bachelor of Science degree in economic geology from the University of Sydney and has more than 40 years experience as a geologist, consultant and company director. As such, he has been involved in numerous mineral exploration, ore deposit evaluation and mining development projects and is a member of AusIMM and the Geological Society of Australia.

During his career, Mr Sargeant has held a range of senior positions, including that of senior geologist with Newmont Pty Ltd and senior supervisory geologist with Esso Australia Ltd at the time of the Harbour Lights Gold Mine discovery and development. Further, Mr Sargeant was the first chief geologist at Telfer Gold Mine during exploration, development and production at that project. In addition, he was exploration manager for the Adelaide Petroleum NL group of companies, manager of resources development for Sabminco NL and a technical director of Western Reefs Limited during the period in which that company became a successful gold producer at the Dalgaranga Gold Project.

Mr Sargeant successfully managed an exploration and geological consulting business for 17 years, which included the formation and management of platinum and copper-gold companies in Botswana until they were taken over during the 2005 to 2007 period by United Kingdom listed public companies. He was the principal promoter in forming Empire Resources Limited and remains managing director.

7.2 Corporate governance

The primary responsibility of the Board is to represent and advance Shareholders' interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The responsibilities of the Board include:

Protection and enhancement of Shareholder value;
Formulation, review and approval of the objectives and strategic direction of the Company;
Approving all significant business transactions including acquisitions, divestments and capital expenditure;
Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
The identification of significant business risks and ensuring that such risks are adequately managed;
The review and performance and remuneration of executive directors and key staff;

The establishment and maintenance of appropriate ethical standards; and
Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

Subject to the exceptions outlined below the Company will adopt the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.

As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

The Board sets out below its "if not, why not" report in relation to those matters of corporate governance where the Company's practices depart will depart from the recommendations. The report below is on the basis of a Board of three members post completion of the Yarlarweelor Acquisition being Russell Barnett as an independent non-executive Chairman, Adrian Jessup as executive director and David Sargeant as a non-executive director.

Recommendation	Recommendation	Notification of	Explanation for Departure
	Reference -	Departure
ASX Guidelines
2.1	and 2.2	No majority of	The Board considers that the Company is not
		independent	currently of a size, nor are its affairs of such
		directors	complexity to justify the expense of the
			appointment of a majority of independent
			non-executive Directors.
			The Board believes that the individuals on the
			Board can make, and do make, quality and
			independent judgements in the best interests of
			the Company on all relevant issues. Directors
			having a conflict of interest in relation to a
			particular item of business must absent
			themselves from the Board meeting before
			commencement of discussion on the topic.
2.4		A separate	The Board considers that the Company is not
		Nomination	currently of a size to justify the formation of a
		Committee has	nomination committee. The Board as a whole
		not been	undertakes the process of reviewing the skill base
		formed.	and experience of existing Directors to enable
			identification or attributes required in new
			Directors. Where appropriate, independent
			consultants will be engaged to identify possible
			new candidates for the Board.
4.1,	4.2, 4.3	A separate	The Board considers that the Company is not of a
		Audit	size, nor are its financial affairs of such
		Committee has	complexity to justify the formation of an audit
		not been	committee. The Board as a whole undertakes the

Recommendation Notification of Explanation for Departure Reference - Departure ASX Guidelines formed. selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems. 8.1 There is no The Board considers that the Company is not separate currently of a size, nor are its affairs of such Remuneration complexity to justify the formation of a Committee remuneration committee. The Board as a whole is responsible for the remuneration arrangements for Directors and executives of the Company and considers it more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee.

The Company has adopted corporate governance policies common with other public listed companies of similar size and business. The Company is currently developing a more expansive policy for Recognise and Manage Risk. Copies of these policies are accessible on the Company's website www.freedomeye.com.au.

8. RISK FACTORS

8.1 Introduction

An investment in the Shares the subject of this Prospectus is highly speculative as, on completion of the Yarlarweelor Acquisition, the Company changes the nature of its activities to be a resource exploration and development company with an initial focus on a uranium project in Western Australia. The Board recommends that investors consider the risks described below and information contained elsewhere in this Prospectus, as well as consulting with their professional advisers before deciding whether or not to apply for the Shares.

The following is a non-exhaustive list of the risks that may have a material effect on the financial position and performance of the Company and the value of its securities, as well as the Company’s exploration, any development and mining activities and an ability to fund those activities.

The specific risks below are some of the risks to the Company of a specific nature by reason of its proposed involvement in the resource exploration and development and uranium industries. The general investment risks below are some of the risks to the Company of a general economic nature.

8.2 Specific risks

Exploration

Investors should understand that resource exploration and development is by its nature a high risk undertaking. There can be no assurance that the Company’s exploration of the Tenement or any other exploration projects that may be acquired in the future will result in the delineation or discovery of a significant mineral resource. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited.

Resource estimations

Resources estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made.

Additionally, resource estimates may change over time as new information becomes available. If the Company encounters mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company’s operations.

Uranium and Commodity price volatility

As a proposed explorer for uranium and potentially other minerals, any earnings of the Company are expected to be closely related to the price of uranium and other minerals.

Uranium and commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for uranium and commodities, forward selling by producers and production cost levels, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

Title

Tenements that are granted are subject to applications for renewal or grant (as the case may be). The renewal or grant of the terms of each licence is usually at the discretion of the relevant government authority. Additionally, licences are subject to a number of specific legislative conditions. The inability to meet these conditions could affect the standing of a licence or restrict its ability to be renewed.

If a licence is not renewed or granted, the Company may suffer significant damage through the loss of opportunity to develop and discover and mineral resources on that licence.

The uranium project to be acquired by the Company consists of one tenement. Minimum expenditure for the 2009 tenement year on this Tenement was not met. An exemption application has been made by Empire Resources Limited. If the exemption application is refused the Minister may forfeit the Tenement, fine Empire Resources Limited or impose no penalty. The forfeiture of the Tenement would mean that the Yarlarweelor Acquisition would not proceed and the Company would refund any moneys to Applicants under this Prospectus.

Investors are referred to the Tenement Report in section 1 for information generally on the Tenement.

Uranium Licensing and Government Policy

Uranium exploration and mining in Australia are subject to certain policies and laws unique to this sector of the mining industry.

Uranium mining is subject to extensive regulation by both state and federal governments in relation to exploration, development, production, exports, taxes and royalties, labour standards, occupational health and safety, waste disposal, the protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters. Compliance with such laws and regulations will increase the time required to obtain the necessary regulatory approvals and increase the cost of exploring, drilling, developing, constructing, operating and closing mines and other production facilities.

The Tenement is located in Western Australia. The Western Australian State Government has in place a policy that allows the mining of uranium. The previous Western Australian State Government had in place a policy that prohibited the mining of uranium. Future changes of government, regulations and/or policies may have an adverse impact on the Company. There can be no assurance that the policy of allowing uranium mining will remain in the future, and any change may adversely affect the Company's long-term prospects.

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

Native title and land access

The Native Title Act 1993 (Cth) 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. There is a significant uncertainty associated with native title in Australia and this may impact upon the Company's operations and future plans.

It is important to note that the existence of a native title claim is not an indication that native title in fact exists to the land covered by the claim, as this is a matter ultimately determined by the Federal Court. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner) or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

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.

Environmental

The Company's projects are subject to rules and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company’s projects are expected to have a variety of environmental impacts should development proceed. This is certainly the case with a uranium project. Development of any of the Company's projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

Development and mining

Possible future development of a mining operation at any of the Company’s projects is dependent on a number of factors including, but not limited to, failure to acquire and/or delineate economically recoverable ore bodies, unfavourable geological conditions, failing to receive the necessary approvals from all relevant authorities and parties, unseasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, risk of access to the required level of funding and contracting risk from any third parties providing essential services.

In the event that the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions and other accidents.

Reliance on key personnel

The Company’s success largely depends on the core competencies of its Directors and their familiarisation with, and ability to operate in, the uranium and resource and development industries and the Company’s ability to retain its key executives.

Insurance

The Company, where economically feasible, intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.

Future capital needs and additional funding

The funds raised by the Offer will be used to carry out the Company’s objectives as detailed in this Prospectus. The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including the success of the exploration and development programs, any feasibility studies, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its project and it may impact on the Company's ability to continue as a going concern.

Limited operational history as a resource exploration company

The Company’s management has significant experience and have previously carried out or been exposed to exploration and production activities while employed or engaged by other companies. The Company’s ability to achieve its objectives depends on the ability of its Directors, proposed Directors and officers to implement current plans and to respond to any unforeseen circumstances that require changes to those plans.

Potential acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in other uranium or broader resource projects. Any such transactions would be accompanied by risks commonly encountered in making such acquisitions.

8.3 General investment risks

Securities investments and share market conditions

There are risks associated with any securities investment. The trading prices of securities trade fluctuate in response to a number of factors.

Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company's operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

Economic risk

Changes in both Australia and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings.

Legislative

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

9. INDEPENDENT GEOLOGIST'S REPORT

==> picture [111 x 24] intentionally omitted <==

ABN 28 094 217 482

56 FALLON DRIVE DURAL NSW 2158 AUSTRALIA Tel: +61-2-9651 5373 Mobile: +61-4-1966 4553

email: [email protected]

18 November 2009

The Board of Directors Freedom Eye Ltd Unit 9, 8 Sarich Way BENTLEY WA 6102

INDEPENDENT GEOLOGIST’S REPORT ON EXPLORATION LICENCE E52/2095, “YARLARWEELOR URANIUM PROJECT”

Dear Sirs,

Freedom Eye Limited (“FYI”) engaged Vidoro Pty Ltd (“Vidoro”) to prepare an Independent Geologist’s Report on granted Exploration Licence (“EL”) E52/2095 known as the “Yarlarweelor Uranium Project” located 125km north of the town of Meekatharra in the state of Western Australia. Our report is attached.

The scope of Vidoro’s appointment was strictly limited to the Yarlarweelor Project. Vidoro was requested to provide this report to be included in a prospectus to be issued by FYI offering up to 12,500,000 ordinary shares at 20 cents each to raise up to $2,500,000

The opinions expressed in this report have been based on information supplied to Vidoro by FYI, its associates and their staff, as well as various government agencies including the Geological Survey of Western Australia. FYI has indemnified Vidoro for any liability directly arising from Vidoro’s reliance on information provided by the Company that is materially inaccurate or incomplete. However such an indemnity does not absolve Vidoro from critically examining the information provided.

Vidoro has exercised all due care in reviewing the supplied information. Although Vidoro has compared key supplied data with expected values, the accuracy of the results and conclusions from this review are reliant on the accuracy of the supplied data. Vidoro has relied on this information and has no reason to believe that any material facts have been withheld, or that a more detailed analysis may reveal additional material information.

The author, David Garred Jones, BSc., MSc., has not relied on reports, opinions or statements of legal or other experts who are not qualified persons for information concerning legal, environmental, political or other issues and factors relevant to this report. He is familiar with the Valmin Code and this report is prepared in compliance with its provisions.

Mr Jones is an independent Consulting Geologist and Professional Geoscientist residing at 56 Fallon Drive, DURAL NSW 2158, Australia. He graduated from the University of Adelaide, Adelaide, South Australia in 1964 with a Bachelor Degree in Science in the field of Geology, and earned a further degree of Master of Science from the same University in 1976. Mr Jones has practised his profession as a Geologist for the past 45 years since graduation, in the field of Mineral Exploration. Since leaving his most recent corporate employer, Newcrest Mining Limited, after 22 years with that company, Mr Jones has written a considerable number of

Independent Geologist’s Reports for companies seeking stock exchange listing or significant additional funds for exploration.

Mr Jones has carried out geological work in 52 countries and supervised projects in 11 countries including Australia, New Zealand, Papua New Guinea, the Solomon Islands, Fiji, Indonesia, Vietnam, Greece, Romania, Scotland, and Ireland.

His specific experience concerning the Yarlarweelor area is related to his position as Exploration Manager-WA of Newmont Australia Limited, when Mr Jones supervised mineral exploration projects in the Ashburton region. He is familiar with the geology and mineralisation of Yarlarweelor and the surrounding region. Mr Jones has been working in the field of uranium exploration continuously since 2003, following earlier experience in 1967-68. Mr Jones has based this report on his personal experience of the tenement area, including a field inspection of the tenement carried out in September 2009.

Mr Jones was elected a Fellow of the Australasian Institute of Mining and Metallurgy (“The AusIMM) in 1973, having been a member since 1961. His status as a Fellow of The Aus IMM is current. He has been a Member of the Geological Society of Australia continuously since 1963.

Mr Jones is also a Fellow of The Institute of Materials, Minerals, and Mining in London, and recognized as a Qualified Person in the European Union. In addition, he has been a Member of the Denver-based Society of Mining, Metallurgy and Exploration Inc. continuously for over 30 years, and a Registered Member for the purpose of submitting reports to the New York Stock Exchange since August 2006. Mr Jones is recognised as a Qualified Person by the Ontario Securities Commission and the Toronto Stock Exchange for the purposes of mineral valuations and the preparation of Independent Expert Reports under National Instrument 43101.

Neither Mr Jones nor Vidoro have any direct or indirect interest in the properties which are the subject of this report. Mr Jones, Vidoro and/or their associates do not hold, directly or indirectly, any shares in Empire Resources Limited, Freedom Eye Limited or any of their affiliated companies. Vidoro will receive only normal consulting fees for the preparation of this report.

Respectfully submitted

==> picture [116 x 57] intentionally omitted <==

David Garred Jones BSc., MSc., FAusIMM, FIMMM, MAIME, MGSA

Director, Vidoro Pty Ltd

INDEPENDENT GEOLOGIST’S REPORT ON EXPLORATION LICENCE E52/2095, “YARLARWEELOR URANIUM PROJECT”.

==> picture [391 x 355] intentionally omitted <==

Figure 1. Location of E52/2095

Prepared for Freedom Eye Limited by David G Jones, BSc, MSc, FIMMM, FAusIMM, MAIME, MGSA

Effective Date: 18 November 2009

1.0 SUMMARY

1.1 Purpose
1.2 Scope
1.3 Précis
1.4 Conclusions
1.5 Recommendation
2.0 INDEMNITY
3.0 BACKGROUND

4.0 TENEMENT STATUS

5.0 LOCATION, ACCESS & INFRASTRUCTURE
6.0 PREVIOUS EXPLORATION
7.0 GEOLOGY
7.1 Regional Geology
7.2 Local Geology

7.2.1 Yarlarweelor Gneiss Complex

7.2.2 Despair Granite

7.3 Structure
GEOPHYSICS
8.1 Radiometrics
8.2 Magnetics
MINERALISATION
BUDGET AND PROGRAMME PROPOSED BY FYI
DISCUSSION REFERENCES

TABLES

TABLE 1. PROPOSED MINIMUM BUDGET – YARLARWEELOR URANIUM PROJECT TABLE 2. PROPOSED FULL SUBSCRIPTION BUDGET – YARLARWEELOR URANIUM PROJECT

PHOTOS

PHOTO 1. DESPAIR GRANITE OUTCROP AT DORIS PROSPECT UTM ZONE 50J 627390ME,175392MN PHOTO 2. CONTACT BETWEEN SCHIST AND DESPAIR GRANITE IN THE WILTHORPE GOLD MINE PHOTO 3. HIGHLY ANOMALOUS DESPAIR GRANITE AT THE DORIS PROSPECT UTM ZONE 50J 627362ME, 7175446MN.

FIGURES

FIGURE 1. LOCATION OF E52/2095

FIGURE 2. LOCAL TOPOGRAPHY, EL E52/2095, SHOWING URANIUM PROSPECTS

FIGURE 3. SUBDUCTION OF OCEANIC CRUST BENEATH THE NORTHERN MARGIN OF THE YILGARN CRATON (PIRAJNO ET AL, 2000)

FIGURE 4. FORMATION OF THE WA CRATON AROUND 1800 MA (OCCHIPINTI, 2007)

FIGURE 5. REGIONAL TECTONIC SETTING, E52/2095

FIGURE 6. LOCAL GEOLOGY, E52/2095

FIGURE 7. CROSS-SECTION THROUGH THE DESPAIR GRANITE (AGDE) SHOWING THRUST CONTACTS FIGURE 8. TOTAL COUNT RADIOMETRIC IMAGE OF E52/2095 SHOWING PROSPECTS TESTED BY AGIP

FIGURE 9. REGIONAL TOTAL MAGNETIC INTENSITY (TMI) IMAGE OF THE YARLARWEELOR AREA

FIGURE 10. TOTAL MAGNETIC INTENSITY IMAGE OF E52/2095 FLOWN IN MAY 2008

FIGURE 11. URANIUM PROSPECTS IN THE SE PART OF E52/2095

FIGURE 12. SE CORNER OF E52/2095 SHOWING PRINCIPAL URANIUM PROSPECTS FIGURE 13. SECTION 13560N (AGIP GRID), KANGAROO RIDGE PROSPECT

FIGURE 14. SECTION 13470N (AGIP GRID), KANGAROO RIDGE PROSPECT

FIGURE 15. SECTION 12490N (AGIP GRID), KANGAROO VALLEY PROSPECT

FIGURE 16. SECTION 9350N (AGIP GRID), DORIS PROSPECT

FIGURE 17. REGIONAL TOTAL COUNT RADIOMETRIC IMAGE SHOWING HIGHLY ANOMALOUS DESPAIR GRANITE

1.0 SUMMARY

1.1 Purpose

FYI has engaged Vidoro to prepare an Independent Geologist’s Report on granted Exploration Licence (“EL”) E52/2095 known as the “Yarlarweelor Uranium Project” located 125km north of the town of Meekatharra in the state of Western Australia.

1.2 Scope

1.3 Précis

The Yarlarweelor uranium prospects were located during 1978 by Agip Australia Pty Ltd (“Agip”). Over the period until the licence was allowed to expire on 19 January 1981, a total of 58 percussion holes were drilled within the area now covered by E52/2095, for a total of 3,972m drilled. Results ranged from narrow widths of moderate grade mineralisation (e.g. 8m @ 708 ppm U3O8 in hole KRP13) to broad widths of low-grade mineralisation (e.g. 25m @ 202 ppm U3O8 in hole KRP5). At the time, when uranium prices were only US$8/lb U3O8, grades were too low to be economic.

The uranium prospects are hosted by the Despair Granite, originally thought to be part of the Archean Yarlarweelor Gneiss Complex. Although it contains lenses of quartzite, biotite schist, metamorphosed banded iron formation (“BIF”), and amphibolite, the granite is relatively uniform compared to the adjacent Yarlarweelor Gneiss and has one main tectonic fabric. This suggests that it may not be part of the Narryer Terrane but may be part of the Murchison Terrane or another late Archaean terrane.

Primary uraninite mineralisation has been recorded from 5 locations within EL E52/2095. Four of these are within the distinctive Despair Granite where the uranium mineralisation is structurally controlled and associated with strong potassic alteration. The limited petrological studies to date suggest that the uraninite mineralisation is of metasomatic origin. At Mica Bore in the central part of the tenement, uranium mineralisation with anomalous gold is associated with lenses of banded iron formation close to radiometrically anomalous pegmatites.

The previous focus was on the most radiometrically anomalous points identified in the 1972 airborne survey. However, the entire Despair Granite outcrop is distinctively radiometrically anomalous compared to the surrounding units.

1.4 Conclusions

Heavily disseminated uranium was previously recognised throughout the area. In places the granite is at least as uraniferous at surface as the biotite schist lenses previously targeted. The scattered holes drilled to date have barely tested this highly prospective uranium district.
The budget and programme proposed by FYI is sensible and appropriate to a project at this stage of evaluation.

1.5 Recommendation

Given the widespread presence of disseminated uranium, systematic grid drilling should be aimed at testing the concept of a very large body of low-grade mineralisation similar to the Rossing deposit in Namibia.

2.0 INDEMNITY

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

The author has not relied on reports, opinions or statements of legal or other experts who are not qualified persons for information concerning legal, environmental, political or other issues and factors relevant to this report.

All map illustrations in this report are registered to the 1994 Map Grid Australia (“MGA94”), using the 1994 Australian horizontal grid datum (“GDA94”), unless otherwise notified. The maps in this report are for illustration purposes only and should not be relied upon for navigation.

3.0 BACKGROUND

FYI engaged Vidoro in October 2009 to prepare an Independent Geologist’s Report on granted Exploration Licence (“EL”) E52/2095 known as the “Yarlarweelor Uranium Project” located 125km north of the town of Meekatharra in the state of Western Australia. The scope of Vidoro’s appointment was strictly limited to the Yarlarweelor Project. Vidoro was requested to provide this report to be included in a prospectus to be issued by FYI offering up to 12,500,000 ordinary shares at 20 cents each to raise up to $2,500,000.

The report has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Experts Reports (the “VALMIN Code 2005”) as adopted by the Australasian Institute of Mining and Metallurgy (“AusIMM”), of which the author is a Fellow and thereby bound by the Valmin Code.

On 28 August 2009 FYI executed a six-month option to evaluate and potentially acquire E52/2095 from the then owner, Empire Resources Limited (“ERL”). A Tenement Acquisition Agreement was executed between the parties on 1 October 2009, with FYI to acquire E52/2095 through the issue of 40% of the post reconstructed capital of FYI to ERL. The Agreement is subject to:

Shareholder approval
Australian Securities Exchange (“ASX”) approval, which will include compliance with Chapters 1 and 2 of the ASX Listing Rules, and
The successful completion of Due Diligence by FYI and ERL.

The proposed transaction will be put to shareholders of FYI for their approval at the FYI annual general meeting on 30 November 2009.

FYI is an Australian Public Company limited by shares and listed on the Australian Securities Exchange. The company will have 19,244,711 ordinary shares on issue after a 30 for 1 consolidation of its capital.

ERL is an Australian Public Company limited by shares and listed on the Australian Securities Exchange. ERL’s assets are 100%-owned mineral exploration projects and include Yarlarweelor (uranium), Troy Creek (copper-gold-platinum) and Yuinmery (copper-gold). The company also has a small resource of gold at Penny’s Find near Kalgoorlie.

Mining of uranium in Western Australia was prohibited under the policy of the former Labor State Government from June 2002 until to September 2008. On November 17, 2008, the current Liberal State Government revoked the ban and is now focusing on developing this sector. Lifting the ban should have enhanced the value of uranium projects in WA.

4.0 TENEMENT STATUS

The status of EL E52/2095 has not been formally confirmed by Vidoro Pty Ltd, apart from a search of the WA Department of Mines and Petroleum (“DMP”) Mineral Titles Online System. The tenement was granted on 15 August 2007 for a period of five years. Vidoro has not conducted a due diligence review of matters that may affect E52/2095. These matters are being investigated by others as part of the legal due diligence and is the subject of the Tenement Report in the prospectus.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

5.0 LOCATION, ACCESS & INFRASTRUCTURE

The location of E52/2095 is shown in Figure1 above. It is centred approximately 125 km north of Meekatharra, on the Robinson Range 1:250,000 topographic map sheet.

The prospects are reached from Meekatharra via the sealed Great Northern Highway to the Fortnum mine turn-off, then 90 km of good gravel haul road to the Fortnum mine, followed by 20 km of graded track to the Wilthorpe mine. From Wilthorpe, a very rough track leads some 10km into the prospects. Alternatively, a graded gravel road leads 120km from Meekatharra to Mount Padbury homestead, followed by 50km of partly graded tracks from Mount Padbury homestead. The topography is generally flat with low hills up to 100m high above the extensive surrounding plain which is at around 500m above sea level. The hills include Mount Labouchere, Mount Padbury and Mount Fraser.

The region has an arid climate with hot, dry summers (with an average daily maximum temperature of 38°C in January), and winters characterized by mild days and cool to cold nights (with an average daily maximum temperature of 19°C in July). Mean annual rainfall figures of between 190 and 240 mm have been recorded at different towns and homesteads in the region. Heavy falls in the summer months (between November and April) occur as a result of rain-bearing depressions derived from weakening cyclones from the northwest, and from more localised thunderstorms. In the winter months, rain is associated mostly with tropical cloud bands from the north-northwest interacting with low-pressure systems associated with strong cold fronts approaching the continent from the southwest (Swager & Myers, 1999).

Water supplies are unreliable with only a few semi-permanent water-holes in the nearby creeks. Potable water is available from Despair Bore and Ti-Tree Bore, about 15km from the uranium prospects.

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Figure 2. Local topography, EL E52/2095, showing uranium prospects

6.0 PREVIOUS EXPLORATION

The Yarlarweelor prospects were located during 1978 by Agip Australia Pty Ltd (“Agip”). Agip were following up an airborne radiometric survey conducted by Aero Service Australia Pty Ltd in 1972 on behalf of the Bureau of Mineral Resources (“BMR”). The airborne survey had delineated an anomaly that ground inspection showed to be associated with granitic rocks and metasediments in a gneissic complex. Four mineral claims (MC 52/2821-2824) were registered in December 1978.

Geological mapping and ground radiometrics carried out by Agip in 1978 outlined 5 zones of anomalous schist, three of which (Zones 3, 4 & 5) occur within E52/2095. A series of 5 pits were blasted into zones 1 &

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

2, followed up by 716m of percussion drilling using a Schramm T42 rig. Uraninite was identified in 3 holes and brannerite in one drill hole.

In the first year a total of 12 holes were successfully drilled to target depth in the Zone 1 schist, and 4 other holes failed to reach target depth due to breakdowns. One hole was drilled in Zone 2 and one hole into Zone 3. A single hole was drilled about 500m east to test a quartzite band. Over the period until Agip allowed the licence to expire on 19 January 1981, Agip drilled a total of 58 percussion holes within the area now covered by E52/2095, for a total of 3,972m drilled. Results ranged from narrow widths of moderate grade mineralisation (e.g. 8m @ 708 ppm U3O8 in hole KRP13) to broad widths of low-grade mineralisation (e.g. 25m @ 202 ppm U3O8 in hole KRP5). At the time, when uranium prices were only US$8/lb U3O8, the grades were concluded to be too low to be economic. At today’s prices of approximately US$50/lb U3O8, those grades are significant if a very large resource (i.e. >20,000t contained U3O8) of open-pit mineralisation could be defined.

Previously samples were collected at 1 metre intervals and measured the radioactivity of each interval using a hand-held scintillometer. In addition, down-hole total count radioactivity was also measured, using a gamma logger. Based on the radioactivity logging, intervals were selected and submitted for analysis by XRF. There was found to be a poor correlation between radioactivity measured at surface and the uranium content in the unweathered zone. This is not unexpected, as uranium is very mobile in oxidising conditions such as those that prevail in the weathered zone. Oxidised groundwater circulating in the weathered zone will leach uranium into solution and re-precipitate it elsewhere in structurally favourable and more reducing environments.

Petrographic examination of 12 drill and rock samples conducted on behalf of Agip showed that the uranium mineral is almost entirely uraninite, which augers well for potentially simple metallurgical processing with high recovery.

7.0 GEOLOGY

7.1 Regional Geology

The prospects are hosted by the Despair Granite, originally thought to be part of the Archean Yarlarweelor Gneiss Complex, mainly composed of banded leucocratic and mesocratic granitic gneisses, consisting of several interlayered granitic rock types that have been repeatedly deformed and metamorphosed.

The oldest units in the Yarlarweelor Gneiss Complex comprise granites, granitic gneiss and supracrustal rocks of the Narryer Terrane. The Narryer Terrane is part of the Archean Yilgarn Craton. Granitic gneisses from the Narryer Terrane are mostly derived from 3700–3300 Ma granites, which are intruded by 2750–2600 Ma granite and minor amounts of gabbro. Metasedimentary rocks with detrital zircons of ages ranging from 4400 to 3100 Ma are tectonically interleaved with mafic and ultramafic rocks, forming discontinuous elongate belts within the largely granitic terrane.

Between 2000 and 1800 Ma the Pilbara and Yilgarn Cratons converged, Around 1965-1945 Ma a southward oceanic subduction system with a south-facing Andean type magmatic arc developed off the northern passive margin of the Yilgarn Craton. Back-arc rifting also affected the northern margin of the Yilgarn Craton, where rift propagation is postulated to have progressively advanced from west to east through a succession of crustal–lithospheric thinning, rupture, and graben formation. The Bryah Basin was formed by processes of backarc opening during this rift phase. The Padbury Basin developed as a foreland basin on top of the Bryah Basin during the oblique collision and amalgamation of the Pilbara and Yilgarn Cratons that formed the West Australian Craton.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 3. Subduction of oceanic crust beneath the northern margin of the Yilgarn Craton (Pirajno et al, 2000)

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Figure 4. Formation of the WA craton around 1800 Ma (Occhipinti, 2007)

The Yarlarweelor Gneiss Complex is in faulted contact with the low- to locally medium-grade sedimentary and mafic igneous rocks of the Paleoproterozoic Bryah and Padbury Basins in the south and east.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 5. Regional Tectonic setting, E52/2095

7.2 Local Geology

7.2.1 Yarlarweelor Gneiss Complex

The most common rock type is granitic gneiss that forms sheets which separate the thin layers of older metasediments. The tectonic fabrics parallel the layers of older rocks. Locally, the protolith to the granitic gneiss has intruded the older rocks, cross-cutting compositional layering. The granitic gneiss mainly consists of strongly deformed monzogranite intruded by pegmatite veins. The pegmatite veins have been rotated into parallelism and attenuated and the rock converted into a pegmatite banded gneiss. This main tectonic fabric formed during late Archaean deformation. Peak metamorphic conditions reached granulite facies during and after deformation, resulting in the development of granoblastic textures. The intensity of the early deformation was heterogeneous; however, it was most intense along boundaries with more competent rocks, such as quartzite and ultramafic rock

The Archaean fabric of the granitic gneiss was modified during Palaeoproterozoic deformation and retrograde recrystallization to amphibolite facies. The gneiss was also cut by faults and shear zones at this time, and the Archaean rocks were converted to mylonites and schists by greenschist facies metamorphism.

The Yarlarweelor Gneiss Complex was locally deformed and intruded by voluminous granite of the Moorarie Supersuite at 1820-1780 Ma. The intrusion of these 1800 Ma granites was either subparallel or highly discordant with respect to gneissic layering in the Archaean granitic gneiss. The granites range from well foliated to massive and undeformed. The granite cuts across the early tectonic structures and fabrics of the granitic gneiss and older metasediments, and in some places it forms large sheet-like bodies within the older layering of these rocks. The granites range in thickness from thin veins, to sheets that are hundreds of metres thick. Due to the range in thickness of these granite sheets, and because the boundaries are typically diffuse, they are indistinguishable at map scale and are included in the granite gneiss unit.

The granite consists of coarse-grained monzogranite that has been heterogeneously deformed and recrystallised to amphibolite facies. In many places it is weakly deformed and thus is distinct from most granitic gneiss, but in some places it is strongly deformed to pegmatite banded gneiss.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 6. Local geology, E52/2095

7.2.2 Despair Granite

The Despair Granite is a massive to gneissic (but typically foliated) biotite monzogranite that outcrops in the eastern part of E52/2095. This granite was previously informally named the Wilthorpe granite, but was formally re-named the Despair Granite to avoid confusion with the Wilthorpe Formation, which outcrops further east. The Despair Granite is named after Despair Bore. Where strongly deformed, the Despair Granite is a quartz–feldspar–muscovite schist.

Although it contains lenses of quartzite, biotite schist, metamorphosed banded iron formation (“BIF”), and amphibolite, the granite is relatively uniform compared to the adjacent Yarlarweelor Gneiss and has one main tectonic fabric. This suggests that it may not be part of the Narryer Terrane but may be part of the Murchison Terrane or another late Archaean terrane.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Photo 1. Despair Granite outcrop at Doris prospect UTM Zone 50J 627390mE, 7175392mN

The contact between the Despair Granite and the Yarlarweelor Gneiss (“Angn”) is a fault that formed as a thrust during the Capricorn Orogeny when a slice of metasedimentary rock was tectonically interleaved between the Narryer Terrane (below) and the Despair Granite (above).

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Figure 7. Cross-section through the Despair Granite (Agde) showing thrust contacts

The granite is overlain by folded thrust sheets carrying metasedimentary rocks of the Padbury and Bryah Groups. Recent mapping indicates that the Despair Granite is in faulted contact (the Wilthorpe Fault) with the Labouchere Formation of the Padbury Group and that the granite is Archaean in age.

Tectonic interleaving of the Despair Granite and Proterozoic metasedimentary rocks, which may be equivalents of the Labouchere Formation, has been observed at the Wilthorpe gold mine and about 2 km southeast of the mine. Biotite–sericite–quartz schist is exposed within the Wilthorpe gold mine.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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The schist shows evidence of bedding, and hence formed from a sedimentary protolith. The schist outcrops parallel to steeply dipping faults and its contact with the Despair Granite is fault bounded. Just outside the mine, a metasedimentary rock showing crossbedding and upward-fining beds is also in tectonic contact with the Despair Granite. Features of this contact include:

sharp breaks, locally with quartz veins striking parallel to the contact;

• a lack of evidence for contact metamorphism;

• foliations in the metasedimentary rock that are subparallel to those in the granite in close proximity to the contact, but which die out with distance from the contact until bedding is the dominant fabric;

• pervasive foliation in the granite that has been crenulated with axial surfaces subparallel to a crenulation cleavage in the metasedimentary rock, indicating that the granite contains an earlier foliation.

Photo 2. Contact between schist and Despair Granite in the Wilthorpe gold mine Photo taken from Occhipinti et al (1998)

Thus, in the vicinity of the Wilthorpe mine, both the metasedimentary rock and the granite show evidence of the same two folding events, and the granite also contains a pervasive foliation that is absent in the metasedimentary rock. The first set

of fold structures in the area are isoclinal and upright, and axial surfaces are parallel to the dominant southsouthwesterly trending regional foliation. The axial surfaces of the second-generation folds trend eastsoutheast and the folds are open. The oldest fabric in the Despair Granite is late Archaean in age and developed during middle greenschist facies conditions. This fabric is cut by the faults that tectonically interleave the granite and the Labouchere Formation and is deformed into upright isoclinal folds.

Locally, where the granite was not affected by Archaean deformation, a foliation subparallel to the isoclinals upright folds was developed. Therefore the dominant structural grain of the Despair Granite is considered to reflect Palaeoproterozoic reorientation of a late Archaean fabric.

In some areas, such as 1 km west of Wilthorpe gold mine, the granite is unfoliated. These massive domains are continuous with deformed zones and reflect heterogeneous deformation. They are interpreted as large lens-shaped bodies with late Archaean low strain.

7.3 Structure

The Narryer Terrane is dominated by complex fold-interference structures. Late Archaean structures are prominent in the older metasedimentary rocks. They consist of canoe-shaped antiforms and synforms defined by two sets of folds (D2 and D3) that have axial surfaces at high angles to each other. The folds were superimposed on granitic gneiss and supracrustal rocks that were interleaved during D1 deformation. The D3 structures and fabrics (together with D1 and D2 structures and fabrics rotated into D3 orientations) were refolded by Palaeoproterozoic structures. This resulted in a generally easterly trending tectonic grain, except in the Despair Granite where it is northerly trending due to further Palaeoproterozoic refolding.

8. GEOPHYSICS

8.1 Radiometrics

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

Agip discovered the uranium prospects by following up a 1972 BMR airborne survey. This proved to be an effective tool for locating generally anomalous zones but in detail both airborne and surface scintillometry were not reliable indicators of sub-surface uranium grade.

In May 2008, a low level airborne magnetic and radiometric survey was conducted for ERL, restricted to within the boundaries of the eastern half of E52/2095. A total of 6,768 line km was surveyed in north-south lines at a nominal instrument height of 30m above ground. The line spacing was 50m. The navigation flight control computer, data acquisition system and geophysical sensors were installed into a specialised geophysical survey aircraft.

A processed image is shown in the figure below and indicates how little of the anomalous Despair Granite has been tested by drilling to date.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 8. Total count radiometric image of E52/2095 showing prospects tested by Agip

8.2 Magnetics

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

Total magnetic intensity ground surveys were conducted in 1980 over portions of the SE part of the present E52/2095. Evaluation of the results showed that ground magnetic anomalies were associated with the uraninite-bearing quartz-biotite-muscovite schist zones and biotitic quartzites. However, drilling in the Doris North area found that uraninite mineralisation is contained within a schist zone that has only a weak magnetic response, while the more highly magnetic schist zones to the east and west of Doris North contained only weakly anomalous down-hole radioactivity.

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Figure 9. Regional Total Magnetic Intensity (TMI) image of the Yarlarweelor area

The airborne magnetic survey completed by ERL in 2008 shows a broad coincidence of magnetic highs with radiometric highs in the eastern part of E52/2095.

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Figure 10. Total magnetic intensity image of E52/2095 flown in May 2008

9. MINERALISATION

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

associated with strong potassic alteration. At Mica Bore in the central part of the tenement, uranium mineralisation with anomalous gold is associated with lenses of banded iron formation close to radiometrically anomalous pegmatites.

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Figure 11. Uranium prospects in the SE part of E52/2095

From north to south, the four prospect areas in the SE part of the tenement were named by Agip as Kangaroo Ridge, Kangaroo Valley, Doris North and Doris. All have similar characteristics:

The trend of the line of prospects follows the principal foliation direction in the Despair Granite
The higher-grade uranium zones identified in drilling coincided with slivers of biotite schist within the granite, and in biotite-microcline rich granite
Higher-grade uranium intersections at depth were not necessarily reflected by high-grade samples at surface, and conversely, some surface samples >2,500 ppm U returned much lower grades at the depth intersected in drilling beneath them
The uranium mineral is consistently uraninite, with rare brannerite.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 12. SE corner of E52/2095 showing principal uranium prospects

Selected drill sections from the Agip percussion holes through the key uranium prospects are illustrated in the following figures. The scale is natural, i.e. no vertical to horizontal exaggeration.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 13. Section 13560N (Agip grid), Kangaroo Ridge prospect

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Figure 14. Section 13470N (Agip grid), Kangaroo Ridge prospect

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 15. Section 12490N (Agip grid), Kangaroo Valley prospect

The mineralised zones interpreted by ERL and shown on the sections above are uniformly steep to vertical dipping. However, at the Doris prospect further south, the mineralised zones are interpreted to dip about 45[o] east. The Doris prospect occurs where the foliation trend in the Despair Granite changes from north-south (at the Kangaroo Ridge and Valley prospects) to northeast-southwest, and ultimately almost east-west south of the Doris prospect. The folding that caused this change in foliation direction may also be the cause of the shallowing of dip.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

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Figure 16. Section 9350N (Agip grid), Doris prospect

The samples sent by Agip for petrographic examination were all quartz, muscovite-sericite and biotite schists. They were probably originally mudstones and weakly calcareous sediments that had been metamorphosed to low-grade amphibolite facies. Some of the biotite was thought to be due to retrogressive metamorphism of feldspathic gneiss.

Under the microscope, clusters of extremely fine uraninite grains were observed. Each cluster was about 0.3mm across, composed of grains around 2 to 50µm in size. Most of the uraninite clusters occurred within biotite; some were intergrown with quartz. The most likely genesis of the uraninite was by metasomatism.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

10. BUDGET AND PROGRAMME PROPOSED BY FYI

Subject to the total funds raised, FYI proposes to commence an aggressive programme of drilling to follow up on the work done by previous explorers. Two budgets have been prepared, one assuming the minimum subscription of $1.6M under the prospectus, and the other assuming the maximum subscription of $2.5M. Should the funds raised fall somewhere in between the two, the budget would be adjusted pro rata.

Some 3,000m of aircore drilling would be employed for regional exploration, while a minimum 3,000m of diamond core drilling (and up to 5,000m if the maximum subscription is achieved) would focus on delineating the mineralisation at the known prospects. Diamond drilling is much more definitive than the percussion drilling employed in the previous exploration, and will provide significant geological and structural information not available from percussion drilling. Provision is made in the budgets for preliminary metallurgical test work and early mining feasibility studies.

Assuming only the minimum subscription is achieved, the budget proposed is as follows:

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Table 1. Proposed minimum budget – Yarlarweelor Uranium Project

The budget set out above, although modest, is appropriate to a single project at this early stage. Should results be sufficiently encouraging, no doubt the market will be amenable to further funding to follow up success. The allocation of over 20% of the funds raised to direct drilling costs is in line with industry standards. Many companies find up to 70% of their budget going to personnel and overhead costs, whereas FYI have allocated just over 36% of the total funds available to this area. This suggests that the programme will be reasonably lean and efficient.

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

Should the maximum subscription level of A$2.5M be reached, a more ambitious programme would be possible. The budget in this event is proposed as follows:

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Table 2. Proposed full subscription budget – Yarlarweelor Uranium Project

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

11. DISCUSSION

Previous focus, as one would expect, was on the most radiometrically anomalous points identified in the 1972 airborne survey. However, the entire Despair Granite outcrop is distinctively radiometrically anomalous compared to the surrounding units.

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Figure 17. Regional total count radiometric image showing highly anomalous Despair Granite

Heavily disseminated uranium was recognised throughout the area, and my observations of scintillometer responses in the field confirm that the Despair Granite is highly anomalous. In places the granite is at least as uraniferous at surface as the biotite schist lenses previously targeted.

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Photo 3. Highly anomalous Despair Granite at the Doris prospect UTM Zone 50J 627362mE, 7175446mN.

Calibration of the RadEye instrument shown suggests the reading is equivalent to around 500 ppm U3O8. Photo by the author.

The limited petrological studies to date suggest that the uraninite mineralisation is of metasomatic origin. This makes sense, as it would appear the Despair Granite, when intruded into the older gneiss complex, was

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

rich in volatiles and “stewed in its own juice”. As the granite cooled to a crystal mush, the residual oxide-rich fluids would have scavenged elements such as uranium and finally deposited the concentrated uranium in structurally and chemically favourable (reducing) environments.

The radiometric survey completed by ERL in 2008 shows two bands of strong anomalism running for at least 7km parallel to the western contact of the Despair Granite. These zones remain untested. Also, the 5km strike length encompassing the 4 prospects in the SE part of E52/2095 has been only sporadically tested by previous drilling. Given the widespread presence of disseminated uranium, systematic grid drilling should be aimed at testing the concept of a very large body of low-grade mineralisation similar to the Rossing deposit in Namibia. Favourable metallurgy and large-scale surface mining can potentially make such deposits economically viable if the uranium price remains high. Although Rossing's grade has not been officially revealed, it is generally considered to be between 300-500ppm U3O8. Rossing has produced 88,000t of uranium to the end of 2006 and continues to produce around 3000 tonnes of uranium per annum (OECD, 2008).

Independent Geologist’s Report on E52/2095 “Yarlarweelor”

REFERENCES

Agip Australia Pty Ltd, 1979. Annual Report, Mineral Claims 52/2821-2824 . WAMEX Report A8414. Agip Australia Pty Ltd, 1980a. Final Report for Temporary Reserve 6933H . WAMEX Report A8704.

Agip Australia Pty Ltd, 1980b. Annual Report for Temporary Reserve 6932H . WAMEX Report A8877.

Agip Australia Pty Ltd, 1980c. Annual Report for Temporary Reserve 6942H . WAMEX Report A8878. Agip Australia Pty Ltd, 1980d. Annual Report, Mineral Claims 52/3570-3571 . WAMEX Report A8916.

Agip Australia Pty Ltd, 1980e. Annual Report, Mineral Claims 52/2821-2824 and 3213-3221 . WAMEX Report A8918.

Agip Australia Pty Ltd, 1980f. Final Report for Temporary Reserve 6942H . WAMEX Report A9633.

Agip Australia Pty Ltd, 1981. Annual Report, Mineral Claims 52/3209-3212, 3741-3747, 3570-3571 and 3738-3740 . WAMEX Report A9599.

Agip Australia Pty Ltd, 1981. Annual Report, Mineral Claims 52/2821-2824, 3213-3221 and MCA 3990 . WAMEX Report A9631.

Agip Australia Pty Ltd, 1982. Final Report, Mineral Claims 52/2821-2824, 3209-3211, 3213-3215,32163221,3738-3740, 3741-3747, 3570-3571, 4255-4278 and MCA 3990 . WAMEX Report A10762.

Elias, M. & Williams, S.J., 1980. Explanatory Notes, Robinson Range 1:250,000 Geology Sheet . Geol.Surv.WA.

Occhipinti, S.A., Myers, J.S. & Swager, C.P., 1998. Geology of the Padbury 1:100,000 Geology Sheet . Geol.Surv.WA.

OECD, 2008. Uranium 2007: Resources, Production and Demand. OECD Nuclear Energy Agency & the International Atomic Energy Agency. 424p.

Pirajno, F., Occhipinti, S.A., & Swager, C.P., 2000. Geology and Mineralization of the Paleoproterozoic Bryah and Padbury Basins, WA . Geol.Surv.WA. Report 59. 59p.

Swager, C.P. & Myers, J.S., 1999. Geology of the Milgun 1:100,000 Geology Sheet . Geol.Surv.WA.

Western Mining Corporation, 1979. Terminal Report, Ti Tree Bore Mineral Claims, 7 Aug 78-19 Oct 78 . WAMEX Report A8405.

10. INVESTIGATING ACCOUNTANT'S REPORT

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BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St Georges Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Phone 61 9360 4200 Fax 61 9481 2524

Our ref: SA:CL

[email protected] www.bdo.com.au

12 November 2009

The Directors Freedom Eye Limited PO Box 1102 EAST VICTORIA PARK WA 6981

Dear Sirs

I N V E S T I G A T I N G A C C O U N T A N T ’ S R E P O R T

1. Introduction

We have prepared this Investigating Accountant’s Report (“ Report ”) on historical financial information of Freedom Eye Limited (“ Freedom Eye ” or “ the Company ”) for inclusion in the Prospectus.

Broadly, the Prospectus will offer up to 12,500,000 shares at an issue price of $0.20 each to the general public for total consideration of $2,500,000 (“ the Offer ”).

Under the proposed issue, the minimum subscription is for the issue of 8,000,000 ordinary shares to raise $1,600,000 before costs and up to a maximum of 12,500,000 shares to raise $2,500,000 before costs.

2. Basis of Preparation

This Report has been prepared to provide investors with information on the Income Statement, Balance Sheet, Statement of Changes in Equity and the pro-forma Balance Sheet as noted in Appendices 1, 2 and 3.

This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risk associated with the investment, and has been prepared based on the complete Offer being achieved. BDO Kendalls Corporate Finance (WA) Pty Ltd (“ BDO Kendalls ”) has not been requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly has not done so, and does not purport to do so. BDO Kendalls accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the Prospectus.

Expressions defined in the Prospectus have the same meaning in this Report.

3. Background

Freedom is an Australian public company headquartered in Perth, Western Australia. The Company listed on the ASX as Brittania Gold NL on 20 January 1994 and changed its name in 2001 to Solbec Pharmaceuticals Limited to reflect its new direction in pharmaceuticals research and development. In December 2008 Solbec became Freedom Eye and continued to develop its lead compound Coramsine and planned expansion into ophthalmology day surgery practices. Freedom Eye held an option to acquire Vista Vision, a Malaysian based eye surgery practice that it let expire in March 2009. Freedom out-licensed the Coramsine intellectual property in April 2009.

At present, the only significant asset held by the Company is its Baldivis property south of Perth. Key personnel of Freedom Eye include:

♦ Mr Russell Barnett – Non-Executive Chairman, Director
♦ Mr Grant Bennett – Director
♦ Dr David Sparling – Director
♦ Mr Phillip MacLeod – Company Secretary

On 1 October 2009, the directors of Freedom Eye announced that the Company had executed a Tenement Acquisition Agreement with Empire Resources Limited (“ ERL ”) to acquire a 100% interest in ERL’s Yarlarweelor Exploration Licence E52/2095 (“ the Yarlarweelor Project ”) located in Western Australia.

The acquisition of the Yarlarweelor Project is subject to shareholder approval and ASX regulatory approvals. As part of the consideration to acquire the Yarlarweelor Project, Freedom Eye is offering a 100% scrip deal through the issue of 40% of the post reconstructed share capital of Freedom Eye. Further details of the transaction can be found in the Prospectus.

4. Scope

You have requested BDO Kendalls to prepare an Investigating Accountant's Report covering the following financial information:

♦ Freedom Eye’s reviewed income statement, balance sheet and statement of changes in
equity as at 30 June 2009;
♦ the pro-forma balance sheet as at 30 June 2009 reflecting the actual position as at that date, major transactions between that date and the date of our report, the acquisition of the Yarlarweelor Project and transactions relating to the proposed capital raising under the Prospectus; and
♦ the accounting policies applied by Freedom Eye in preparing its financial statements.

The historical financial information set out in the appendices to this Report has been extracted from the financial statements of the Company for the period ended 30 June 2009.

The Directors are responsible for the preparation of the historical financial information including determination of the adjustments.

We have conducted our review of the historical financial information in accordance with the Australian Auditing and Assurance Standard ASRE 2405 “Review of Historical Financial Information Other than a Financial Report”. We made such inquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

♦ a review of work papers, accounting records and other documents pertaining to balances in existence at 30 June 2009;
♦ a review of the assumptions used to compile the pro-forma Balance Sheet;
♦ a review of the adjustments made to the pro-forma historical financial information;
♦ a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company disclosed in the appendices to this Report; and
♦ enquiry of Directors and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Our review was limited primarily to an examination of the historical financial information, the proforma financial information, analytical review procedures and discussions with both management and directors. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical information or pro-forma financial information included in this Report or elsewhere in the Prospectus.

In relation to the information presented in this Report:

♦ support by another person, corporation or an unrelated entity has not been assumed;
♦ the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and
♦ the going concern basis of accounting has been adopted.

5. Conclusion

Statement on Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the historical financial information as set out in the Appendices to this report does not present fairly the financial performance for the period from 1 July 2008 to 30 June 2009 or the financial position as at 30 June 2009 in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

Statement of Pro-forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the pro-forma financial information does not present fairly the financial position of the Company as at 30 June 2009, in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the pro-forma transactions had occurred on that date.

6. Subsequent Events

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief, no other material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

7. Assumptions Adopted in Compiling the Pro-forma Balance Sheet

The pro-forma balance sheet post issue is shown in Appendix 2. This has been prepared based on the reviewed financial statements as at 30 June 2009 and the transactions and events relating to the issue of shares under this Prospectus:

Pro-forma adjustments

♦ Consolidation of Freedom Eye’s ordinary shares on a 1 for 30 basis from 577,341,330 ordinary shares to 19,244,711 ordinary shares;
♦ Consolidation of Freedom Eye’s options on a 1 for 30 basis from 16,550,000 options to 551,666 options;
♦ Issue of 12,829,807 ordinary shares at approximately 11.69 cents per share to Empire Resources Ltd as consideration for the acquisition of the Yarlarweelor Project;
♦ Issue of between 8,000,000 and 12,500,000 ordinary shares at 20 cents each through the Prospectus to raise between $1,600,000 and $2,500,000 under the Offer; and
♦ The payment of expenses associated with the preparation and issue of the Prospectus is between $151,640 and $197,810 under the minimum and maximum capital raising scenarios. These capital raising costs have been netted off against the share capital raised.

Subsequent events

♦ Net proceeds from a rights issue at 0.2 cents per share on 27 July 2009 to raise $551,340;
♦ Payment of $107,750 following the retrenchment of the Chief Operating Officer;
♦ Revaluation of property downwards by $450,000;
♦ An increase of $135,000 to accumulated losses and reserves of the tax effect of the
revaluation of the property; and
♦ Revaluation of Freedom Eye’s investment in Reward Minerals Ltd upwards by $49,500.

8. Disclosures

BDO Kendalls Corporate Finance (WA) Pty Ltd is the corporate advisory arm of BDO Kendalls in Perth.

Neither BDO Kendalls Corporate Finance (WA) Pty Ltd nor BDO Kendalls, nor any director or executive or employee thereof, has any financial interest in the outcome of the proposed transaction except for the normal professional fee due for the preparation of this Report.

Consent to the inclusion of the Investigating Accountant’s Report in the Prospectus in the form and context in which it appears, has been given. At the date of this Report, this consent has not been withdrawn.

Yours faithfully

BDO Kendalls Corporate Finance (WA) Pty Ltd

==> picture [213 x 43] intentionally omitted <==

Sherif Andrawes

Director

APPENDIX 1 FREEDOM EYE LIMITED INCOME STATEMENT

Revenue from ordinary activities Government grants and rebates Interest revenue Sale of mineral royalty Other Total Revenue Expenses Depreciation and amortisation Research and development Administration expenses Loss from ordinary activities before income tax expense Income tax (expense)/benefit Net Loss	Reviewed For the period from 1 July 2008 to 30 June 2009 $ 9,723 47,781 100,000 18,784
	176,288 (118,306) (214,496) (1,136,540)
	(1,293,054) (165,000)
	(1,458,054)

The Income Statement is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

APPENDIX 2 FREEDOM EYE LIMITED BALANCE SHEET

Reviewed 30-Jun-09 $ 184,733 66,137 54,000 21,711	Minimum Capital Raising Pro-forma adjustments Pro-forma After Issue $ $ 1,891,950 2,076,683 - 66,137 49,500 103,500 - 21,711 1,941,450 2,268,031 (450,000) 1,350,000 1,500,000 1,500,000 - 8,066 1,050,000 2,858,066 2,991,450 5,126,097 - 138,467 - 39,463 - - - 177,930 - 20,324 - 20,324 - 198,254 2,991,450 4,927,843 3,499,700 26,871,123 (265,500) 1,953,602 (242,750) (23,896,882) 2,991,450 4,927,843	Maximum Capital Raising Pro-forma adjustments Pro-forma After Issue $ $ 2,745,780 2,930,513 - 66,137 49,500 103,500 - 21,711	Maximum Capital Raising Pro-forma adjustments Pro-forma After Issue $ $ 2,745,780 2,930,513 - 66,137 49,500 103,500 - 21,711
326,581 1,800,000 - 8,066	1,941,450 (450,000) 1,500,000 -	2,795,280 (450,000) 1,500,000 -	3,121,861 1,350,000 1,500,000 8,066
1,808,066	1,050,000	1,050,000	2,858,066
2,134,647	2,991,450	3,845,280	5,979,927
138,467 39,463 -	- - -	- - -	138,467 39,463 -
177,930 20,324	- -	- -	177,930 20,324
20,324	-	-	20,324
198,254	-	-	198,254

1,936,393	2,991,450	3,845,280	5,781,673
23,371,423 2,219,102 (23,654,132)	3,499,700 (265,500) (242,750)	4,353,530 (265,500) (242,750)	27,724,953 1,953,602 (23,896,882)
1,936,393	2,991,450	3,845,280	5,781,673

The pro-forma Balance Sheet after Issue is as per the Balance Sheet before Issue adjusted for the transactions relating to the issue of shares pursuant to this Prospectus and subsequent events between the date of the reviewed accounts and the date of our Report. The Balance Sheet is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

APPENDIX 3 FREEDOM EYE LIMITED STATEMENT OF CHANGES IN EQUITY

Total equity as at 1 July 2008 Revaluation of land and buildings to fair value Change in fair value of available for sale financial assets Income tax on items recognised in equity Loss for the period Total recognised for the period Transactions with equity holders in their capacity as equity holders: Issue of shares via rights issue Costs of rights issue Issue of shares pursuant to the Prospectus Capital raising costs Issue of share based payments TOTAL EQUITY	Minimum Capital Raising Maximum Capital Raising Reviewed 30-Jun-09 Pro-forma Adjustments Pro-forma After Issue Pro-forma Adjustments Pro-forma After Issue $ $ $ $ $ 3,720,336 - 3,720,336 - 3,720,336
	(550,000) (450,000) (1,000,000) (450,000) (1,450,000) 4,000 49,500 53,500 49,500 53,500 165,000 135,000 300,000 135,000 300,000 (1,458,054) (242,750) (1,700,804) (242,750) (1,700,804)
	(1,839,054) (508,250) (2,347,304) (508,250) (2,347,304) - 577,340 577,340 577,340 577,340 - (26,000) (26,000) (26,000) (26,000) - 1,600,000 1,600,000 2,500,000 2,500,000 - (151,640) (151,640) (197,810) (197,810) 55,111 1,500,000 1,555,111 1,500,000 1,555,111
	1,936,393 2,991,450 4,927,843 3,845,280 5,781,673

The Statement of Changes in Equity is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

APPENDIX 4 FREEDOM EYE LIMITED NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of the historical financial information included in this Report have been set out below.

(a) Basis of preparation of historical financial information

The historical financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements of the Australian equivalents to International Financial Reporting Standards (“ AIFRS ”), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.

The historical information has also been prepared on a historical cost basis, except for derivatives and available-for-sale financial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal groups held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

Compliance with AIFRS ensures that the historical financial information, complies with International Financial Reporting Standards.

(b) Impairment of Assets

At each reporting date the Company assesses whether there is any indication that individual assets are impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are recognised in the income statement where the asset's carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Where it is not possible to estimate recoverable amount for an individual asset, recoverable amount is determined for the cash-generating unit to which the asset belongs.

(c) Cash and Cash Equivalents

“Cash and cash equivalents” includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

(d) Investments and Other Financial Assets

All investments and other financial assets are initially stated at cost, being the fair value of consideration given plus acquisition costs. Purchases and sales of investments are recognised on trade date which is the date on which the Company commits to purchase or sell the asset. Accounting policies for each category of investments and other financial assets subsequent to initial recognition are set out below.

Held for Trading

Investments held for trading are measured at fair value with gains or losses recognised in the income statement. A financial asset is classified as held-for-trading if acquired principally for the purpose of selling in the short term or if it is a derivative that is not designated as a hedge. Investments held for trading are classified as current assets on the balance sheet.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company has the positive intention and ability to hold-to-maturity and are measured at amortised cost subsequent to initial recognition using the effective interest method.

Available-for-sale financial assets

Available-for-sale financial assets comprise investments in listed and unlisted entities and any nonderivatives that are not classified as any other category, and are classified as non-current assets. After initial recognition, these investments are measured at fair value with gains or losses recognised as a separate component of equity (available-for-sale investments revaluation reserve). Where losses have been recognised in equity and there is objective evidence that the asset is impaired, the cumulative loss, being the difference between the acquisition cost and current fair value less any impairment loss previously recognised in the income statement, is removed from equity and recognised in the income statement.

Reversals of impairment losses on equity instruments classified as available-for-sale cannot be reversed through the income statement. Reversals of impairment losses on debt instruments classified as availablefor-sale can be reversed through the income statement where the reversal relates to an increase in the fair value of the debt instrument occurring after the impairment loss was recognised in the income statement.

Loans and receivables

Non-current loans and receivables include loans due from related parties repayable no earlier than 365 days of balance sheet date. As these are non-interest bearing, fair value at initial recognition requires an adjustment to discount these loans using a market-rate of interest for a similar instrument with a similar credit rating. The discount is credited to the income statement immediately and amortised using the effective interest method.

(e) Fair value estimation

Fair values may be used for financial asset and liability measurement and well as for sundry disclosures.

Fair values for financial instruments traded in active markets are based on quoted market prices at balance sheet date. The quoted market price for financial assets is the current bid price and the quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. Assumptions used are based on observable market prices and rates at balance date. The fair value of long-term debt instruments is determined using quoted market prices for similar instruments. Estimated discounted cash flows are used to determine fair value of the remaining financial instruments. The fair value of forward exchange contracts is determined using forward exchange market rates at balance sheet date. The fair value of interest rate swaps is calculated as the present value of estimated future cash flows.

The fair value of trade receivables and payables is their nominal value less estimated credit adjustments.

(f) Payables

Trade and other payables represent liabilities for goods and services provided to the Company prior to the year end and which are unpaid. These amounts are unsecured and are usually paid within 30 days of recognition.

(g) Employee Benefits

Wages and Salaries, Annual Leave and Sick Leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of balance sheet date are recognised in respect of employees' services rendered up to balance sheet date and measured at amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when leave is taken and measured at the actual rates paid or payable. Liabilities for wages and salaries are included as part of Other Payables and liabilities for annual and sick leave are included as part of Employee Benefit Provisions.

Long Service Leave

Liabilities for long service leave are recognised as part of the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees to the balance sheet date using the projected unit credit method. Consideration is given to expected future salaries and wages levels, experience of employee departures and periods of service. Expected future payments are discounted using national government bond rates at balance sheet date with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Profit-sharing and Bonus Plans

The Company recognises an expense and a liability for bonuses and profit-sharing when the entity is contractually obliged to make such payments or where there is past practice that has created a constructive obligation.

Retirement Benefit Obligations

The Company has a defined contribution superannuation fund. Contributions are recognised as expenses as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(h) Contributed Equity

Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities.

Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.

(i) Exploration and evaluation expenditure

Exploration and evaluation expenditure encompasses expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

Exploration and evaluation expenditure incurred by the Company is accumulated for each area of interest and recorded as an asset if:

(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(1) the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and
(2) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition. Exploration and evaluation expenditure incurred by the Company subsequent to acquisition of the rights to explore is expensed as incurred.

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a charge to the income statement.

The recoverable amount of each area of interest is determined on an annual basis and the provision recorded in respect of that area adjusted so that the net carrying amount does not exceed the recoverable amount. For areas of interest that are not considered to have any commercial value, or where exploration rights are no longer current, the capitalised amounts are written off against the provision and any remaining amounts are charged against profit.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(j) Goods and Services Tax

Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

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

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(k) Share Based Payments

The Company provides benefits to employees (including directors) of the Company in the form of sharebased payment transactions, whereby employees render services in exchange for shares or options over shares ("equity-settled transactions").

The fair value of options is recognised as an expense with a corresponding increase in equity (share option reserve). The fair value is measured at grant date and recognised over the period during which the holder become unconditionally entitled to the options. Fair value is determined by an independent valuer using a Black-Scholes option pricing model. In determining fair value, no account is taken of any performance conditions other than those related to the share price of Freedom Eye ("market conditions"). The cumulative expense recognised between grant date and vesting date is adjusted to reflect the directors best estimate of the number of options that will ultimately vest because of internal conditions of the options, such as the employees having to remain with the company until vesting date, or such that employees are required to meet internal sales targets. No expense is recognised for options that do not ultimately vest because internal conditions were not met. An expense is still recognised for options that do not ultimately vest because a market condition was not met.

Where the terms of options are modified, the expense continues to be recognised from grant date to vesting date as if the terms had never been changed. In addition, at the date of the modification, a further expense is recognised for any increase in fair value of the transaction as a result of the change.

Where options are cancelled, they are treated as if vesting occurred on cancellation and any unrecognised expenses are taken immediately to the income statement. However, if new options are substituted for the cancelled options and designated as a replacement on grant date, the combined impact of the cancellation and replacement options are treated as if they were a modification.

NOTE 2. CASH AND CASH EQUIVALENTS Cash and cash equivalents Adjustments arising in the preparation of the pro-forma cash balance are summarised as follows: Reviewed balance at 30 June 2009 Proceeds from shares issued under this Prospectus Net Proceeds from Rights Issue Redundancy payment to the Chief Operating Officer Share issue costs Pro-forma Balance NOTE 3. AVAILABLE FOR SALE FINANCIAL ASSETS Available for sale financial assets Adjustments arising in the preparation of the pro- forma available for sale financial assets balance are summarised as follows: Reviewed balance at 30 June 2009 Revaluation of investment in Rewards Minerals Ltd Pro-forma Balance	Minimum Capital Raising Maximum Capital Raising Reviewed Pro-forma Pro-forma 30-Jun-09 After Issue After Issue $ $ $ 184,733 2,076,683 2,930,513 184,733 184,733 1,600,000 2,500,000 551,340 551,340 (107,750) (107,750) (151,640) (197,810) 2,076,683 2,930,513 Minimum Capital Raising Maximum Capital Raising Reviewed Pro-forma Pro-forma 30-Jun-09 After Issue After Issue $ $ $ 54,000 103,500 103,500 54,000 54,000 49,500 49,500 103,500 103,500	Minimum Capital Raising Maximum Capital Raising Reviewed Pro-forma Pro-forma 30-Jun-09 After Issue After Issue $ $ $ 184,733 2,076,683 2,930,513 184,733 184,733 1,600,000 2,500,000 551,340 551,340 (107,750) (107,750) (151,640) (197,810) 2,076,683 2,930,513 Minimum Capital Raising Maximum Capital Raising Reviewed Pro-forma Pro-forma 30-Jun-09 After Issue After Issue $ $ $ 54,000 103,500 103,500 54,000 54,000 49,500 49,500 103,500 103,500

		54,000 49,500
		103,500

NOTE 4. LAND AND IMPROVEMENTS AT FAIR VALUE Land and improvements at fair value Adjustments arising in the preparation of the pro- forma land and improvements at fair value balance are summarised as follows: Reviewed balance at 30 June 2009 Revaluation of the Baldivis property Pro-forma Balance (i) NOTE 5. DEFERRED EXPLORATION ASSETS Deferred Exploration Assets Adjustments arising in the preparation of the pro- forma deferred exploration assets at fair value balance are summarised as follows: Reviewed balance at 30 June 2009 Acquisition of the Yarlarweelor Project from Empire Resources Pro-forma Balance	Reviewed 30-Jun-09 $ 1,800,000 Reviewed 30-Jun-09 $ -	Minimum Capital Raising Pro-forma After Issue $ 1,350,000 1,800,000 (450,000) 1,350,000 Minimum Capital Raising Pro-forma After Issue $ 1,500,000 - 1,500,000 1,500,000	Maximum Capital Raising Pro-forma After Issue $ 1,350,000
			1,800,000 (450,000)
			1,350,000
			Maximum Capital Raising Pro-forma After Issue $ 1,500,000
			- 1,500,000
			1,500,000

NOTE 6. CONTRIBUTED EQUITY

NOTE 6. CONTRIBUTED EQUITY
Contributed equity Adjustments arising in preparation of the pro-forma balance are summarised as follows: Reviewed balance as at 30 June 2009 Issue of fully underwritten non- renounceable rights issues at 0.2c per share Consolidation of issued shares issued on a 1 for 30 basis Rights issue costs Issue of ordinary shares at 20c per share pursuant to the Offer under the Prospectus Share issue expenses Issue of 12,829,807 ordinary shares to Empire Resources Ltd as consideration for the Yarlarweelor Project Pro forma balance	Reviewed 30-Jun-09 $ 23,371,423	Minimum Capital Raising Pro-forma After Issue $ 26,871,123 Number of shares $ 288,670,665 23,371,423 288,670,665 577,340 (558,096,619) - - (26,000) 8,000,000 1,600,000 - (151,640) 12,829,807 1,500,000 39,574,518 26,871,123	Maximum Capital Raising Pro-forma After Issue $ 27,724,953 Number of shares $ 288,670,665 23,371,423 288,670,665 577,340 (558,096,619) - - (26,000) 12,500,000 2,500,000 - (197,810) 12,829,807 1,500,000 44,574,518 27,724,953
				$ 23,371,423 577,340 - (26,000) 2,500,000 (197,810) 1,500,000
				27,724,953

NOTE 7. RESERVE Reserves Adjustments arising in the preparation of the pro- forma reserve balance are summarised as follows: Reviewed balance at 30 June 2009 Revaluation of the Baldivis property Tax effect of revaluation adjustment of the Baldivis property Revaluation of Investment in Rewards Minerals Ltd Pro-forma Balance Reviewed balance at 30 June 2009 1:30 Capital Consolidation Pro-forma Balance Options on Issue at date of Prospectus (post- consolidation) Number of Options 333,333 218,333	Minimum Capital Raising Maximum Capital Raising Reviewed Pro-forma Pro-forma 30-Jun-09 After Issue After Issue $ $ $ 2,219,102 1,953,602 1,953,602 2,219,102 2,219,102 (450,000) (450,000) 135,000 135,000 49,500 49,500 1,953,602 1,953,602 Minimum Capital Raising Maximum Capital Raising Number of Options $ Number of Options $ 16,550,000 1,136,540 16,550,000 1,136,540 (15,998,333) - (15,998,333) - 551,666 1,136,540 551,666 1,136,540 Expiry Date Exercise Price ** 30 June 2010 $2.10 1 August 2010 $1.50	Maximum Capital Raising Pro-forma After Issue $ 1,953,602
		2,219,102 (450,000) 135,000 49,500
		1,953,602

** Note – The exercise price of the Options have been have been amended to reflect the 1:30 share consolidation

NOTE 8. ACCUMULATED LOSSES Accumulated Losses Adjustments arising in the preparation of the pro- forma accumulated losses balance is summarised as follows: Reviewed balance as at 30 June 2009 Recognition of tax effect of the revaluation of the Baldivis property Redundancy payment to the Chief Operating Officer Pro-forma Balance	Reviewed 30-Jun-09 $ (23,654,132)	Minimum Capital Raising Pro-forma After Issue $ (23,896,882) (23,654,132) (135,000) (107,750) (23,896,882)	Maximum Capital Raising Pro-forma After Issue $ (23,896,882)
			(23,654,132) (135,000) (107,750)
			(23,896,882)

NOTE 9: RELATED PARTY DISCLOSURES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 10 COMMITMENTS AND CONTINGENCIES

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the prospectus.

11. TENEMENT REPORT

hetherington

Exploration & Mining Title Services Pty Ltd A.B.N. 64 003 122 996 www.hemts.com.au

FREEDOM EYE LTD

INDEPENDENT EXPLORATION TITLES REPORT

1. INTRODUCTION

1.1. Scope of Instructions

The following report has been prepared independently and within the scope of the Valmin Code.

Hetherington Exploration & Mining Title Services Pty Ltd (“HEMTS”) has been instructed by Freedom Eye Ltd (“the Company”) to conduct searches of and outline the rights conferred by Exploration Licence 52/2095 (“the Tenement”) currently held by Empire Resources Ltd (“Empire”) in the state of Western Australia.

Basic details of the Tenement are set out in the Schedule.

The Company instructs that it is acquiring an interest in the Tenement from Empire.

1.2. Qualifications

Russell Hetherington has approximately 32 years experience in exploration and mining tenement management across Australia. Russell Hetherington is a member of the Australian Mining and Petroleum Law Association and a member of the Business Law Section of the Law Council of Australia.

1.3. Independence

HEMTS is independent from the Company within the meaning of the Valmin Code. HEMTS’ costs of preparing this report have been calculated at its normal charge out rate.

2. WESTERN AUSTRALIA

The following information has been obtained from the Western Australian Department of Mines and Petroleum (“the DMP”) and the National Native Title Tribunal.

2.1 General

The Tenement was applied for on 8 March 2007 by Empire. The Tenement was granted on 15 August 2007 to Empire and is currently held by Empire.

Section 119(2) of the Mining Act 1978 requires any legal or equitable interest in a mining tenement to be by an instrument in writing. There are currently no dealings registered with the DMP which record any interest in the Tenement being held by the Company.

Empire will be in possession of the original Exploration Licence document issued for the Tenement.

There are no other underlying mineral tenements within the boundary of the Tenement.

2.2 Exploration Licence Conditions and Endorsements

The Tenement has been granted subject to the general endorsements and conditions with respect to environmental protection, non-interference conditions, obtaining permits for entry, access to Native Title affected land and the provisions in the Aboriginal Heritage Act 1972.

SYDNEY BRISBANE PERTH 503 Willoughby Road, 1[st] Floor Suite 41, Northpoint, 231 North Quay 83 Brisbane Street (Access via Prentice Lane) Brisbane QLD 4000 (Cnr Brisbane & Beaufort Streets) Willoughby NSW 2068 PO Box 13071 PERTH WA 6000 PO Box 765, Willoughby NSW 2068 George Street Post Shop Brisbane QLD 4003 PO Box 8249, Perth Business Centre PERTH WA 6849 Tel: (02) 9967-4844 Tel: (07) 3236-1768 Tel: 08 9228 9977 Fax: (02) 9967-4614 Fax: (07) 3236-1758 Fax: 08 9328 3710 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected]

Condition No. 4 of the Tenement stipulates that the written approval of the Environmental Officer of the DMP must be obtained before commencing any ground disturbing activity. This approval is obtained through the submission of a Programme of Works to the DMP.

Conditions No. 5 and 6 of the Tenement stipulates that notice must be given to any underlying Pastoral Lease holder before undertaking airborne surveys or ground disturbing activities. The Tenement is affected by Pastoral Lease 3114/494 (Yarlarweelor) (91.7% encroachment of granted Tenement area).

Condition No. 6 of the Tenement stipulates that notice must be given to any underlying Pastoral Lease holder upon the transfer of the Tenement.

Condition No. 12 of the Tenement stipulates that no mining operations (including exploration) can be carried out on the Stock Route Reserves on the Tenement (4.2% encroachment of granted Tenement area).

2.3 Native Title Act 1993 (Cth) and Aboriginal Heritage Act 1972 (WA)

The Tenement is wholly within areas subject to the following Native Title interests:

Nharnuwangga Wajarri and Ngarlawangga (NTD)WC99/013; and
• Nharnuwangga Wajarri and Ngarlawangga (ILUA)WC2000/01.

Endorsement No. 3 stipulates that the Tenement is granted in accordance with the Nharnuwanagga Wajarri and Ngarlawangga Indigenous Land Use Agreement (“NWNILUA”) between the State of Western Australia and the Native Title Holders registered pursuant to Section 24CL of the Native Title Act 1993 on 5 July 2001.

Condition No. 10 on the Tenement stipulates that the rights granted by the Tenement are not exercisable without first entering into a Heritage Agreement as defined by the NWNILUA.

2.4 Rent

Rent is due annually on the anniversary of the grant date of the Tenement, but may be paid within 30 days after the anniversary date of every year.

Rent for the Tenement is currently calculated at $184.58 per block[1] or part thereof per annum for years 4 and 5 respectively (as of 1 July 2009). The rent per block per annum is revised annually by the DMP on 1 July.

The next rent obligation due on 15 August 2010 for the period ending 14 August 2011, is currently calculated to be $29,348.22.

2.5 Rates

Annual shire rates in respect to the Tenement are payable to the Shire of Meekatharra.

2.6 Expenditure Commitments

The minimum exploration expenditure commitment is currently calculated at $1,500 per block or part thereof per annum for years 4 and 5 respectively (as of 1 July 2009)[2] (Regulation 21(1b)).

The minimum commitment for the period ending 14 August 2010 is currently $159,000.

An Annual Report on Operations (“Form 5”) is due before the anniversary date of the Tenement, but may be lodged 60 days after this date.

2.7 Reporting

An Annual Mineral Exploration Report is due before the anniversary date of the Tenement, but may be lodged 60 days after this date.

The Annual Mineral Exploration Report should substantiate expenditure claimed in the Form 5.

1 Section 56C of the Mining Act 1978 describes the division of the surface of the earth into blocks of one minute of latitude by one minute of longitude in size.

2 Annual expenditure per block or part thereof will rise to $2,000 in year 6 and 7. In year 8, and subsequently, the amount rises to $3,000

2.8 Securities

In the event of the transfer of the Tenement to the Company, the Company will need to lodge a Security (Form 30) for the amount of $5,000.

There are no current securities or bonds outstanding on the Tenement.

2.9 Term

The current term of the Tenement expires 14 August 2012.

The Minister[3] may extend the term of the Tenement for one further period of five years, and by a further period or periods of two years.

In order to extend the term of the Tenement, the holder would need to lodge an application for renewal (“Form 9”) pursuant to Section 61 of the Mining Act 1978. The Form 9 must be lodged in the final year before the expiration date. The Form 9 must be lodged with additional information and documents in accordance with Section 61(3) of the Mining Act 1978 and Regulation 23A of the Mining Regulations 1981.

An application for extension of term is considered on the merits of the application. Adequate reasoning (prescribed grounds exist under Regulation 23AB of the Mining Regulations 1981) and supporting information will need to be provided to the DMP.

2.10 Size of the Tenement

The application was made for an area of 186 graticular blocks.

The Tenement was granted on 15 August 2007 for an area of 159 blocks (49,174.42 hectares).

The Tenement’s current area is 159 blocks (49,174.42 hectares).

On or before the expiration day of the initial term, 40% of the area of the Tenement is to be surrendered (Section 65 of the Mining Act 1978). The requirement for compulsory surrender may be deferred by the Minister (Section 65(3b) of the Mining Act 1978).

An application for exemption from compulsory surrender is considered on the merits of the application. Adequate reasoning and supporting information will need to be provided to the DMP.

2.11 Existing Obligations

The expenditure reported for the Tenement by Empire for the period ending 14 August 2009 did not meet the minimum exploration commitment. An Application for Exemption from expenditure Conditions (Form 18) was lodged 25 September 2009. The Application for Exemption from expenditure Conditions remains pending determination as at 6 November 2009.

Refusal of the Application for Exemption from expenditure Conditions will result in the commencement of the forfeiture process against the Tenement.

2.12 Future Obligations

The completion of a heritage survey in accordance with any Heritage Agreement concluded may be required before any ground disturbing activity may commence on the Tenement.

A Programme of Works must be submitted and evaluated before commencing any activity on the Tenement. Any bond request will need to be lodged before a Programme of Work is authorised.

Additional environmental consents and clearing permits may need to be sought from the Department of Environment and Conservation.

Rehabilitation of any exploration disturbances will be necessary and will need to be conducted in accordance with the Conditions, as well as any Conditions of any additional consent that might be issued.

3 West Australian Minister for Mines, Petroleum, Fisheries and Electoral Affairs

The activities conducted under the authority of the Tenement are likely to result in the creation of environmental liabilities. The environmental liabilities will commence when exploration causes on-site ground disturbance. When any disturbed area has been satisfactorily rehabilitated, the environmental liability in respect to that area will cease.

It will be necessary to comply with the expenditure requirements set out above. Annual rent and shire rates will be payable.

==> picture [86 x 71] intentionally omitted <==

RUSSELL HETHERINGTON 10 November 2009

SCHEDULE

TENEMENT	TENEMENT	TENEMENT	STATUS	DATE	DATE	DATE	AREA	AREA	SECURITY	MINIMUM EXPENDITURE COMMITMENT	MINIMUM EXPENDITURE COMMITMENT	MINIMUM EXPENDITURE COMMITMENT	MINIMUM EXPENDITURE COMMITMENT	MINIMUM EXPENDITURE COMMITMENT
NUMBER	STATE	NAME		APPLIED	GRANTED	EXPIRY	KM2	UNITS		YEAR 1	YEAR 2	YEAR 3	YEAR 4	YEAR 5
E52/2095*	WA	Erivilla	Granted	08/03/2007	15/08/2007	14/08/2012	491.74	159 Blocks	$5,000	$159,000	$159,000	$159,000	$238,500	$238,500

*Tenement currently held by Empire Resources Ltd

hetherington

Exploration & Mining Title Services Pty Ltd

12. MATERIAL CONTRACTS

Set out below is a summary of the contracts to which the Company is a party which may be material in terms of this Prospectus.

To fully understand all rights and obligations of a material contract it would be necessary to review each contract in full and the summaries below should be read in that light.

12.1 Yarlarweelor Acquisition Agreement

On 30 September 2009 the Company and Empire entered into the Yarlarweelor Acquisition Agreement.

By the agreement, the Company will acquire a 100% interest in the Yarlarweelor Exploration Licence E52/2095. The consideration paid by the Company is Shares and will be 40% of the post reconstructed share capital of the Company, but calculated prior to the capital raising by this Prospectus. After the 1:30 consolidation, the number of Shares to be issued will be 12,829,807 Shares.

The completion of the transaction is subject to:

(a) all necessary Shareholder approval of the Company by 26 February 2010;
(b) the Company receiving conditional approval by the ASX that it complies with Chapters 1 and 2 of the Listing Rules to achieve reinstatement to official quotation of its securities on ASX on conditions acceptable to the Company and Empire by 26 February 2010; and
(c) the successful completion of due diligence on behalf of both the Company and Empire by 31 December 2009.

After successful Shareholder approval to the transaction, Adrian Jessup and David Sargeant will be appointed to the Board of the Company and the Board shall be reduced to three directors in total.

12.2 Service Agreement with Adrian Jessup's company

In November 2009 the Company entered into a management services agreement with Murilla Exploration Pty Ltd (a company associated with Mr Adrian Jessup) (" Murilla ").

By the agreement the Company engaged Murilla to procure Mr Adrian Jessup to provide services consistent with that of an executive director of the Company.

The engagement is for a term of 12 months commencing on 1 December 2009. The term of the agreement may be extended by mutual agreement.

Mr Jessup as an executive director will devote no less than 3 days per week to providing the services of an executive director. The Company will pay Murilla a fee of $10,000 per month in arrears. The Company will reimburse Murilla's direct costs of operating a motor vehicle for Mr Jessup that is associated with the business of the Company.

12.3 Lead Manager Mandate Agreement

The Company has entered an agreement with KSLCORP Pty Ltd by which it has engaged KSLCORP Pty Ltd as Lead Manager to the capital raising constituted by this Offer. The role of the Lead Manager is to manage and co-ordinate the raising of moneys under this Prospectus.

In the role as Lead Manager, KSLCORP Pty Ltd is to be paid a fee of 5% (plus GST) in respect of all Applications received and accepted under the Offer. The Lead Manager may pass on this fee (or any part of it) to other Australian financial service licensees.

13. ADDITIONAL INFORMATION

13.1 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last two years before the date of lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company; or
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or
(c) the Offer;

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:

(d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or
(e) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer.

Holdings of Directors

After the passing of the relevant resolutions at the General Meeting to be held on 30 November 2009, and based upon the assumptions noted below, the Directors and proposed Directors will have a relevant interest in Shares and Options as set out in the table below:

Director	Shares	Options1
Russell Barnett	407,3332	-
Grant Bennett	2,098,412	-
David Sparling	1,048	166,667
Adrian Jessup	150,0002	-
David Sargeant	150,0002	-

Notes:

There are two series of Options that have been granted – 333,333 options have an exercise price of $2.10 each and expire on 30 June 2010 and 218,333 options have an exercise price of $1.50 each and expire on 1 August 2010. The full terms of the Options are set out in section 13.4.
Under this Prospectus Russell Barnett will apply for 50,000 Shares, Adrian Jessup up for 150,000 Shares and David Sargeant up for 150,000 Shares.

The Directors are not required to hold any Shares in the Company under the Constitution.

Remuneration of Directors

Mr Russell Barnett is paid $30,000 per annum as a director's fee. In the 2 years prior to the date of this Prospectus Mr Barnett has received a total remuneration of approximately $57,408.

Mr Grant Bennett is paid $24,500 per annum as a director's fee. In the 2 years prior to the date of this Prospectus Mr Bennett has received a total remuneration of approximately $51,073.

Mr David Sparling is paid $24,500 per annum as a director's fee. Under the terms of his prior employment contract as Chief Operating Officer Dr Sparling was paid $235,000 per annum. In the 2 years prior to the date of this Prospectus Dr Sparling has received a total remuneration of approximately $449,782. In addition, Dr Sparling received a redundancy payment of $107,750.

Adrian Jessup and David Sargeant are intended to be appointed as Directors immediately following the General Meeting to be held on 30 November 2009. Mr Jessup and a company associated with him will be remunerated in accordance with the terms of service agreements set out in section 12.2. Mr Sargeant will be paid a fee of $24,500 per annum as a director's fee. Neither Mr Jessup nor Mr Sargeant has received remuneration from the Company in the 2 years prior to the date of the Prospectus.

Directors may be paid reasonable expenses incurred by them on business of the Company.

13.2 Interests of experts and advisors

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

(a) the formation or promotion of the Company; or
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(c) the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, securities or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Fairweather & Lemonis have acted as solicitors to the Offer. In respect of this work, the Company will pay approximately $40,000 exclusive of GST and disbursements. Subsequently fees will be paid in accordance with normal hourly rates. Fairweather & Lemonis has been paid fees of approximately $5,000 exclusive of GST in the 2 years prior to the date of this Prospectus for other legal services.

Vidoro Pty Ltd has prepared the Independent Geologist's Report in this Prospectus. In respect of this work, the Company will pay approximately $8,000. Vidoro Pty Ltd has been

paid fees of approximately $14,300 in the 2 years prior to the date of this Prospectus for other geological services.

BDO Kendalls Corporate Finance (WA) Pty Ltd has prepared the Investigating Accountant's Report in this Prospectus. In respect of this work, the Company will pay approximately $7,000. Related BDO Kendalls entities have not been paid any fees in the 2 years prior to the date of this Prospectus for other services.

Hetherington Exploration & Mining Title Services Pty Ltd has prepared the Tenement Report in this Prospectus. In respect of this work the Company will pay approximately $2,000. Hetherington Exploration & Mining Title Services Pty Ltd has not been paid any fees in the 2 years prior to the date of this Prospectus for other tenement services.

KSLCORP Pty Ltd is the Lead Manager to the Offer and will receive a fee of 5% of the capital raised in the Offer. KSLCORP Pty Ltd has been paid fees of approximately $10,000 in the 2 years prior to the date of this Prospectus for other tenement services. Previously, KSLCORP Pty Ltd was called Kirke Securities Limited.

13.3 Rights and liabilities attaching to Shares

Full details of the rights and liabilities attaching to the Shares are:

detailed in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and
in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the 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.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per share on a poll. The person who holds a share which is not fully paid shall be entitled to a fraction of a vote equal to that proportion of a vote that the amount paid (not credited) on the relevant share bears to the total amounts paid and payable in respect of those shares (excluding amounts credited). Voting may be in person or by proxy, attorney or representative.

Dividends

Subject to the rights of holders of shares issued with any special rights (at present there are none), the profits of the Company which the Board may from time to time determine to distribute by way of dividend are divisible to each share of a class on which the Board resolves to pay a dividend in proportion to the amount for the time being paid (not credited) on a share bears to the total amounts paid and payable (excluding amounts credited) in respect of such shares. All Shares currently on issue and the shares to be issued under this Prospectus are fully paid Shares.

Future Issues of Securities

Subject to the Corporations Act and the Listing Rules, the Directors may issue, grant options over, or otherwise dispose of unissued shares in the Company at the times and on the terms that the Directors think proper and a share may be issued with preferential or special rights.

Transfer of Shares

A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system introduced by ASX or by an instrument in writing in any usual or common form or in any other form that the Directors approve.

Meetings and Notices

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

Shareholders may requisition meetings in accordance with the Corporations Act.

Election of Directors

There must be a minimum of 3 Directors. At every annual general meeting one third of the Directors (rounded up to the nearest whole number) must retire from office provided always that no Director except a managing director shall hold office for a period in excess of 3 years or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. These retirement rules do not apply to certain appointments including the managing director. Directors appointed by the Board as additional Directors hold office until the next following general meeting and are then eligible for re-election.

Indemnities

To the extent permitted by law the Company must indemnify each past and present Director and secretary against any liability incurred by that person as an officer of the Company and any legal costs incurred in defending an action in respect of such liability.

Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the shareholders:

divide the assets of the Company among the members in kind;
for that purpose set a value of assets and determine how the division is to be carried out as between the members and different class of members; and
with the authority of a special resolution, vest assets of the Company in trustees on any trusts for the benefit of the members as the liquidator thinks appropriate.

Shareholder Liability

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

Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

Listing Rules

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

13.4 Existing Option Terms

Assuming the Company's current issued capital is consolidated following the General Meeting to be held on 30 November 2009, the Company will have 551,666 Options on issue in two series of Options. The first series of Options will consist of 333,333 Options with an exercise price of $2.10 each and an expiry date of 30 June 2010. The second series of Options will consist of 218,333 Options with an exercise price of $1.50 each and an expiry date of 1 August 2010.

13.5 Rights attaching to future bonus Options

The Company intends to undertake a bonus issue of Options in accordance with section 3.8 of this Prospectus.

The material terms of the future Options will be as follows:

(a) Each Option will be issued for no consideration on the basis of one Option for every two Shares held.
(b) Each Option will entitle the holder to one Share in the capital of the Company.
(c) The Options may be exercised at any time prior to 5.00pm Western Standard Time on 30 June 2012 (" Expiry Date ").
(d)
The exercise price of the Options will be 20 cents per Option.
(e) Application will be made for the Options to be quoted and the Options will be freely tradeable.
(f) The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Subject to any terms to the contrary, the Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the expiry date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.

(g) All Shares issued upon the exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company must apply to ASX within 7 business days after the date of issue of all Shares pursuant to the exercise of Options to be admitted to quotation.
(h) There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues or pro-rata issues of capital to Shareholders during the term of the Options. Thereby, the Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. The Company will ensure, for the purposes of determining entitlements to any issue, that Option holder will be notified of a proposed issue after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in such issues.
(i) If on or prior to the Expiry Date the Company makes a bonus issue of securities to holders of Shares in the Company (Bonus Issue), then upon exercise of his or her Options a holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) the number of securities which would have been issued to him or her under that Bonus Issue if the Options had been exercised before the record date for the Bonus Issue.
(j) In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the issued capital of the Company, all rights of the Option holder shall be reconstructed (as appropriate) in accordance with the Listing Rules.

13.6 Company tax status and financial year

The Company is taxed in Australia as a public company. The financial year of the Company ends on 30 June annually.

13.7 Dividend policy

The Company does not intend to pay dividends on securities for the year ending 30 June 2010.

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

13.8 Expenses of the Offer

The total estimated costs at Maximum Subscription connected with the Offer including Lead Manager fees (assuming a 5% capital raising fee), expert fees including legal, accounting and geologists fees, ASX and ASIC fees, printing and other miscellaneous expenses will be approximately $198,000 exclusive of any GST.

13.9 Consents

The following parties have given their written consent to be named in this Prospectus and for the inclusion of statements made by those parties (as described below in the form and context in which they are included), and have not withdrawn such consent before lodgement of this Prospectus with ASIC.

(a) Fairweather & Lemonis has consented to being named as the Solicitors to the Offer.
(b) Vidoro Pty Ltd has consented to being named as the Independent Geologist to the Company, the inclusion of the Independent Geologist's Report in this Prospectus and the incorporation by reference of the valuation report that formed part of the General Meeting documents.
(c) BDO Kendalls Corporate Finance (WA) Pty Ltd has consented to being named as the Investigating Accountant to the Company and the inclusion of the Investigating Accountant's Report in this Prospectus.
(d) Hetherington Exploration & Mining Title Services Pty Ltd has consented to the inclusion of the Tenement Report in this Prospectus.
(e) KSLCORP Pty Ltd has consented to being named as the Lead Manager to the Offer.
(f) Security Transfer Registrars Pty Ltd has consented to being named as the Share Registry to the Offer.
(g) Mr David Ross has consented to the inclusion in the Prospectus of all statements referring to him.
(h) Empire Resources Limited has consented to the inclusion in the Prospectus of all statements referring to it.

Each of the parties referred to above in this section:

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

13.10 Legal Proceedings

Legal proceedings may arise from time to time in the course of the business of the Company.

As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

13.11 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 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 the Prospectus or both.

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.

14. DIRECTORS' RESPONSIBILITY AND CONSENT

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

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

Dated: 27 November 2009

............................................. Signed for and on behalf of Freedom Eye Limited to be renamed FYI Resources Limited by Mr Russell Barnett, Chairman

15. GLOSSARY

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

AFSL an Australian Financial Services Licence. Applicant a person who submits a valid Application Form pursuant to this Prospectus. Application a valid application to subscribe for Shares pursuant to the Freedom Priority Offer, the Empire Priority Offer or the Public Offer under this Prospectus. Application Form a Freedom Priority Offer Application Form, an Empire Priority Offer Application Form or a Public Offer Application Form attached to this Prospectus. ASIC the Australian Securities & Investments Commission. ASX ASX Limited ACN 008 624 691. Board the Board of Directors. Closing Date the Priority Offer Closing Date or the Public Offer Closing Date as the context requires. Company or Freedom Eye Limited ACN 061 289 218 to be renamed FYI Freedom or FYI Resources Limited. Resources Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Director a director of the Company. Empire or Empire Empire Resources Limited ACN 092 471 513. Resources Empire Priority Offer the offer of 2,500,000 Shares to shareholders of Empire Resources with a registered address in Australia or New Zealand pursuant to this Prospectus and more particularly described in section 4.3. Empire Priority Offer the Application Form attached to or accompanying this Application Form Prospectus and which relates to the Empire Priority Offer. Freedom Priority the offer of 3,750,000 Shares to shareholders of the Offer Company with a registered address in Australia or New Zealand pursuant to this Prospectus and more particularly described in section 4.2. Freedom Priority the Application Form attached to or accompanying this Offer Application Prospectus and which relates to the Freedom Priority Offer. Form

General Meeting	the annual general meeting of Shareholders to be held at
	Unit 9, 8 Sarich Way, Technology Park, Bentley, Western
	Australia at 10:00am WST on 30 November 2009.
Independent	Vidoro Pty Ltd ACN 094 217 482.
Geologist
JORC Code	the Australasian Code for Reporting of Exploration Results,
	Mineral Resources and Ore Reserves prepared by the Joint
	Ore Reserves Committee of the Australasian Institute of
	Mining and Metallurgy, Australian Institute of Geoscientists
	and Minerals Council of Australia.
Lead Manager	KSLCORP Pty Ltd ACN 009 115 440 AFS Licence No.
	240588.
Listing Rules	the official listing rules of the ASX.
Maximum	means the maximum amount to be raised under this
Subscription	Prospectus being $2,500,000.
Minimum	means the minimum amount to be raised under this
Subscription	Prospectus being $1,500,000.
Offer	the Freedom Priority Offer, the Empire Priority Offer and the
	Public Offer or any of them, as the context requires.
Official List	the official list of the ASX.
Opening Date	the Priority Offer Opening Date or the Public Offer Opening
	Date as the context requires.
Option	an option to subscribe for a Share.
Priority Offer	the Empire Priority Offer and the Freedom Priority Offer or
	either of them, as the context requires.
Priority Offer	the opening date for the Freedom Priority Offer and the
Opening Date	Empire Priority Offer under this Prospectus being 4
	December 2009.
Priority Offer Closing	the closing date for receipt of Freedom Priority Offer
Date	Application Forms and Empire Priority Offer Application
	Forms under this Prospectus, estimated to be 5.00pm on 18
	December 2009 or an amended date as set by the Board.
Prospectus	this Prospectus and includes the electronic prospectus.
Public Offer	the offer of Shares to the general public pursuant to this
	Prospectus and more particularly described in section 4.1.
Public Offer	the Application Form attached to or accompanying this
Application Form	Prospectus and which relates to the Public Offer.
Public Offer Opening	the opening date for the Public Offer under this Prospectus
Date	being 4 December 2009.

Public Offer Closing the closing date for receipt of Public Offer Application Forms, Date estimated to be 5.00pm on 23 December 2009 or an amended date as set by the Board. Share a fully paid ordinary share in the Company. Shareholder the registered holder of Shares in the Company. Share Registry Security Transfer Registrars Pty Ltd. Tenement exploration licence E52/2095. WST Western Standard Time, Perth, Western Australia. Yarlarweelor the acquisition of the Tenement by the Company under the Acquisition terms of an agreement dated 30 September 2009 between the Company and Empire whereby the Company agreed to purchase and Empire agreed to sell the Tenement, which is summarised in section 12.1 of this Prospectus. $ or Dollars Australian dollars unless otherwise stated.

FREEDOM PRIORITY OFFER APPLICATION FORM FOR FREEDOM EYE LIMITED SHAREHOLDERS ONLY

This Freedom Priority Offer Application Form relates to the issue of Shares in Freedom Eye Limited at 20 cents per Share pursuant to a Prospectus dated 27 November 2009. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Freedom Priority Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and a Freedom Priority Offer Application Form, on request and without charge.

on request and without charge.
	Broker Stamp
Number of Shares applied for: ..................................................

Application moneys at 20 cents per Share: $ ............................

Title Given Names/Company Name	Surname/ACN
..............................................................................	....................................................................
Joint applicants or account designation
..............................................................................	............................................................
	....................................................................
..............................................................................

Postal Address ............................................................................................................................................
City/Town .......................................................................	State ................ Postcode............................

Contact Name ...........................................................	Daytime Contact No. ....................................
	Email contact ……………………………………

CHESS Details: PID....................................................	HIN ..................................................................

Tax File No/Exemption Category
Applicant 1 Applicant 2		Applicant 3
....................................................... .................................................		........................................................

Payment Details
Drawer	Bank	Branch	Amount
............................................................................	......................	.....................	$....................
...................................................................	......................	.....................	$....................
DECLARATION
By lodging this Freedom Priority Offer Application	Form and a cheque for the application money the
Applicant hereby:
a) applies for the number of Shares specified	in the Freedom Priority Offer Application Form or such
lesser number as may be allocated by the Directors;
b) agrees to be bound by the Constitution of the	Company; and
c)authorises the Directors to complete or amend this Freedom		Priority Offer Application Form where
necessary to correct any errors or omissions.

INSTRUCTIONS

Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share.
Enter the full name(s) of all legal entities that are to be recorded as the registered holders.
Enter the postal address for all communications from the Company.
Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application.
If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue.
Enter the tax file number(s) of the Applicant(s) - this is not mandatory.
Unless otherwise agreed by the Company, payment must be made to "Freedom Eye Limited - Share Offer Account" by cheque drawn or payable on a bank within Australia, crossed "Not Negotiable" and be in Australian dollars. Receipt of payment will not be acknowledged.
This Freedom Priority Offer Application Form does not need to be signed. Return of this Freedom Priority Offer Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form.

If you have received a Freedom Priority Offer Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Freedom Priority Offer 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 name and the surname is required for each natural person. Freedom Priority Offer Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Brown	John Brown Family Trust
Deceased Estates	Mr John David Brown	John Brown
Partnerships	Mr John David Brown and Mr Michael James Brown	John Brown & Son
Clubs/ Unincorporated Bodies	Mr John David Brown	Brown Investment Club or ABC Tennis Association
Super Funds	John Brown Pty Ltd	John Brown Superannuation Fund

PAYMENT DETAILS

Please note that if a Freedom Priority Offer Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Freedom Priority Offer Application Form, and how to construe, amend or complete it, shall be final. A Freedom Priority Offer Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Freedom Priority Offer Application Form (accompanied by a cheque for the application moneys) at any time prior to closing date to the Company:

Posted to: OR Delivered to: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway Applecross, WA 6953 Applecross WA 6153

Applications must be received by the Priority Offer Closing Date.

Please telephone the Company on (08) 9355 0399 if you have any questions with respect to this Freedom Priority Offer Application form.

Applications are for Shares as detailed in the Prospectus dated 27 November 2009.

EMPIRE PRIORITY OFFER APPLICATION FORM FOR EMPIRE RESOURCES LIMITED SHAREHOLDERS ONLY

This Empire Priority Offer Application Form relates to the issue of Shares in Freedom Eye Limited at 20 cents per Share pursuant to a Prospectus dated 27 November 2009. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Empire Priority Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and a Empire Priority Offer Application Form, on request and without charge.

on request and without charge.	on request and without charge.	on request and without charge.
Number of Shares applied for: ..................................................				Broker Stamp

Application moneys at 20 cents per Share: $ ............................

Title Given Names/Company Name		Surname/ACN
..............................................................................
		....................................................................
Joint applicants or account designation
..............................................................................		............................................................
..............................................................................
		....................................................................

Postal Address ............................................................................................................................................
City/Town .......................................................................		State ................ Postcode............................

Contact Name ...........................................................		Daytime	Contact No. ....................................
		Email contact ……………………………………

CHESS Details: PID....................................................		HIN ..................................................................

Tax File No/Exemption Category
Applicant 1 Applicant 2				Applicant 3
....................................................... .................................................				........................................................

Payment Details
Drawer	Bank			Branch Amount
	......................			..................... $....................
............................................................................
...................................................................	......................			..................... $....................

DECLARATION

By lodging this Empire Priority Offer Application Form and a cheque for the application money the Applicant hereby:
d) applies for the number of Shares specified in the Empire Priority Offer Application Form or such lesser number as may be allocated by the Directors;
e) agrees to be bound by the Constitution of the Company; and f) authorises the Directors to complete or amend this Empire Priority Offer Application Form where necessary to correct any errors or omissions.

INSTRUCTIONS

Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share.
Enter the full name(s) of all legal entities that are to be recorded as the registered holders.
Enter the postal address for all communications from the Company.
Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application.
If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue.
Enter the tax file number(s) of the Applicant(s) - this is not mandatory.
Unless otherwise agreed by the Company, payment must be made to "Freedom Eye Limited - Share Offer Account" by cheque drawn or payable on a bank within Australia, crossed "Not Negotiable" and be in Australian dollars. Receipt of payment will not be acknowledged.
This Empire Priority Offer Application Form does not need to be signed. Return of this Empire Priority Offer Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form.

If you have received a Empire Priority Offer Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Empire Priority Offer 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 name and the surname is required for each natural person. Empire Priority Offer Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Brown	John Brown Family Trust
Deceased Estates	Mr John David Brown	John Brown
Partnerships	Mr John David Brown and Mr Michael James Brown	John Brown & Son
Clubs/ Unincorporated Bodies	Mr John David Brown	Brown Investment Club or ABC Tennis Association
Super Funds	John Brown Pty Ltd	John Brown Superannuation Fund

PAYMENT DETAILS

Please note that if a Empire Priority Offer Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Empire Priority Offer Application Form, and how to construe, amend or complete it, shall be final. A Empire Priority Offer Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Empire Priority Offer Application Form (accompanied by a cheque for the application moneys) at any time prior to closing date to the Company:

Posted to: OR Delivered to: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway Applecross, WA 6953 Applecross WA 6153

Applications must be received by the Priority Offer Closing Date.

Please telephone the Company on (08) 9355 0399 if you have any questions with respect to this Empire Priority Offer Application form.

Applications are for Shares as detailed in the Prospectus dated 27 November 2009.

PUBLIC OFFER APPLICATION FORM

This Public Offer Application Form relates to the issue of Shares in Freedom Eye Limited at 20 cents per Share pursuant to a Prospectus dated 27 November 2009. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Public Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and a Public Offer Application Form, on request and without charge.

charge.	charge.	charge.
Number of Shares applied for: ..................................................				Broker Stamp

Application moneys at 20 cents per Share: $ ............................

Title Given Names/Company Name		Surname/ACN
..............................................................................
		....................................................................
Joint applicants or account designation
..............................................................................		............................................................
..............................................................................
		....................................................................

Postal Address ............................................................................................................................................
City/Town .......................................................................		State ................ Postcode............................

Contact Name ...........................................................		Daytime	Contact No. ....................................
		Email contact ……………………………………

CHESS Details: PID....................................................		HIN ..................................................................

Tax File No/Exemption Category
Applicant 1 Applicant 2				Applicant 3
....................................................... .................................................				........................................................

Payment Details
Drawer	Bank			Branch Amount
	......................			..................... $....................
............................................................................
...................................................................	......................			..................... $....................

DECLARATION

By lodging this Public Offer Application Form and a cheque for the application money the Applicant hereby:

g) applies for the number of Shares specified in the Public Offer Application Form or such lesser number as may be allocated by the Directors;
h) agrees to be bound by the Constitution of the Company; and i) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

INSTRUCTIONS

Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share.
Enter the full name(s) of all legal entities that are to be recorded as the registered holders.
Enter the postal address for all communications from the Company.
Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application.
If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue.
Enter the tax file number(s) of the Applicant(s) - this is not mandatory.
Unless otherwise agreed by the Company, payment must be made to "Freedom Eye Limited - Share Offer Account" by cheque drawn or payable on a bank within Australia, crossed "Not Negotiable" and be in Australian dollars. Receipt of payment will not be acknowledged.
This Public Offer Application Form does not need to be signed. Return of this Public Offer Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form.

If you have received a Public Offer Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Public Offer 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 name and the surname is required for each natural person. Public Offer Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Brown	John Brown Family Trust
Deceased Estates	Mr John David Brown	John Brown
Partnerships	Mr John David Brown and Mr Michael James Brown	John Brown & Son
Clubs/ Unincorporated Bodies	Mr John David Brown	Brown Investment Club or ABC Tennis Association
Super Funds	John Brown Pty Ltd	John Brown Superannuation Fund

PAYMENT DETAILS

Please note that if a Public Offer Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Public Offer Application Form, and how to construe, amend or complete it shall be final. A Public Offer Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Public Offer Application Form (accompanied by a cheque for the application moneys) at any time prior to Public Offer Closing Date to the Company:

Posted to: OR Delivered to: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway Applecross, WA 6953 Applecross WA 6153

Applications must be received by the Closing Date.

Please telephone the Company on (08) 9355 0399 if you have any questions with respect to this Public Offer Application Form.

Applications are for Shares as detailed in the Prospectus dated 27 November 2009.

AI assistant

CADOUX LIMITED — Capital/Financing Update 2009

64620_rns_2009-11-26_2cac94ba-ba0d-44a2-99e2-cfe3b1a1af78.pdf

FYI RESOURCES LIMITED

PROSPECTUS

IMPORTANT NOTICE

WEB SITE – ELECTRONIC PROSPECTUS

EXPOSURE PERIOD

REPORTING ON EXPLORATION RESULTS

DEFINITIONS AND GLOSSARY

CORPORATE DIRECTORY

DIRECTORS

INVESTIGATING ACCOUNTANT

PROPOSED DIRECTORS

REGISTERED AND BUSINESS OFFICE

SHARE REGISTRY

LEAD MANAGER TO THE OFFER

WEBSITE

SOLICITORS TO THE OFFER

INDEPENDENT GEOLOGIST

CONTENTS

1. KEY POINTS

Key highlights

Key risks

2. CHAIRMAN'S LETTER

3. INVESTMENT OVERVIEW

3.1 Important Notice

3.2 Key Offer Statistics

3.3 Indicative Timetable

3.4 Objectives and strategy

3.6 Working Capital

3.7 Capital Structure

3.8 Future Bonus Options Issue

4. DETAILS OF THE OFFER

4.1 Shares offered for subscription

4.2 Freedom Priority Offer

4.3

Empire Priority Offer

4.4 Public Offer

4.5 Minimum subscription

4.6 Arrangements with Brokers

4.7

Applications for Shares

All Empire Priority Offer Application Forms and accompanying cheques must be received by the Priority Offer Closing Date.

All Public Offer Application Forms and accompanying cheques must be received by the Public Offer Closing Date.

4.8 Allocation and Allotment of Shares

4.9 ASX quotation

4.10 Restricted securities

4.11 Applicants outside Australia

4.12 CHESS

4.13 Privacy Act

4.14 No Prospective Financial Forecasts

5. CONDITIONAL OFFER

5.1 The Condition

5.2 General Meeting

5.3 Consequences of condition not being satisfied

6. COMPANY AND PROJECT OVERVIEW

6.1 Background

6.2 Acquisition of the Yarlarweelor Tenement

6.3 The Yarlarweelor Tenement

6.4 Independent Geologist Valuation Report

7. DIRECTORS AND CORPORATE GOVERNANCE

7.1 Directors and proposed Directors

Mr Russell Barnett

Non-executive Chairman

Mr Grant Bennett

Dr David Sparling

Mr Adrian Jessup Proposed Executive Director

Mr David Sargeant Proposed Non-executive Director

7.2 Corporate governance

8. RISK FACTORS

8.1 Introduction

8.2 Specific risks

Exploration

Resource estimations

Uranium and Commodity price volatility

Title

Uranium Licensing and Government Policy

Native title and land access

Environmental

CADOUX LIMITED Capital/Financing Update 2009