CASSIUS MINING LIMITED — Capital/Financing Update 2008

Jun 2, 2008

ASX ANNOUNCEMENT

3 June 2008

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NON RENOUNCEABLE RIGHTS ISSUE OF OPTIONS

Please be advised that the attached Prospectus and application form was dispatched to shareholders today.

Please note that the closing date for the option issue is 20 June 2008.

For further information please contact Scott Reid on 02 8247 5333.

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 ● PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8247 5333 ● f +61 2 9247 7722 ACN 115 027 033

www.gulfresources.com.au

SYDNEY ● LONDON ● TANZANIA ● VIETNAM

THIS PROSPECTUS INCLUDING EACH OF THE DOCUMENTS ATTACHED TO IT AND WHICH FORM PART OF THIS PROSPECTUS IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

If you do not fully understand this Prospectus, or are in any doubt how to deal with it, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser without delay.

GULF RESOURCES LIMITED A.B.N. 13 115 027 033

PROSPECTUS

FOR THE PURPOSE OF

A pro rata non-renounceable entitlement issue of 1 (one) Option Entitlement for every 2 (two) Shares held by Eligible Shareholders on the Record Date, at an issue price of $0.02 each, to raise approximately $550,000.

This Prospectus is dated 7 May 2008

This Prospectus was lodged with the Australian Securities and Investments Commission (“ASIC”) on 7 May 2008

The Australian Securities and Investments Commission and Australian Securities Exchange Limited (“ASX”) or their respective officers take no responsibility for the contents of this Prospectus

THE SECURITIES OFFERED BY THIS PROSPECTUS SHOULD BE CONSIDERED SPECULATIVE

CONTENTS

		Page No.
1.	The Issue	3
2.	Terms of the Issue	3
3.	Important Notes and Statements	5
4.	Australian Securities Exchange Listing	5
5.	Allotment of 2009 Options	5
6.	Monies to be Raised by this Prospectus and Use of Funds	6
7.	Information Deemed to be Incorporated in this Prospectus	6
8.	Corporate Information and Effect of Issue	7
9.	Terms and Conditions of 2009 Options and Interests of Directors	8
10.	Rights attaching to Shares	10
11.	Consents	11
12.	ASX Releases	11
13.	Expenses of Issue	12
14.	Market Price of Shares	13
15.	Taxation	13
16.	Overseas Residents	13
17.	Privacy Disclosure Statement	13
18.	Defined Terms	13
19.	Directors Responsibility Statement and Consent	15
Option	Exercise Form	16
Entitlement and Acceptance Form (Example)		17
Lodgement instructions		18

1. THE ISSUE

1.1 Non-Renounceable Entitlement

On 7 May 2008 the Company announced a pro rata non-renounceable entitlement issue of 1 (one) 2009 Option (Option Entitlement) for every two (2) Shares held by an Eligible Shareholder on the Record Date, at an issue price of $0.02 per 2009 Option.

The exercise of a 2009 Option shall entitle the holder to one Share and one Bonus Option.

The 2009 Options may be exercised by sending a completed Notice of Exercise together with the Exercise Amount to the Company’s share registry on or before 5.00 p.m. EST on 31 December 2009, as set out in 2.5 below.

The Directors have resolved to restrict the Issue to those Shareholders with addresses in Australia.

The maximum number of 2009 Options to be issued is 27,302,363 (subject to any additional allotment of Shares prior to the Record Date) which will raise approximately $550,000 before allowing for costs. The purpose of the Issue and the use of the funds are set out in Section 6 of this Prospectus.

On 7 May 2008, the Company announced that the Record Date to identify Shareholders entitled to participate in the Issue is 28 May 2008.

In the calculation of any entitlement, fractional entitlements will be rounded down to the nearest whole 2009 Option.

2. TERMS OF THE ISSUE

2.1 Non-Renounceable Entitlement

The Directors have resolved to raise approximately $550,000 by the pro-rata issue to Eligible Shareholders on the Record Date up to a total of 27,302,363 Option Entitlements (subject to any additional allotment of Shares prior to the Record Date) at an issue price of $0.02 each. An Eligible Shareholder on the Record Date shall be entitled to 1 (one) Option Entitlement for every 2 (two) Shares held as at the Record Date.

Existing Optionholders who exercise their options after the date of this prospectus but prior to the Record Date are entitled to participate in the Offer. Any additional allotment of Shares prior to the record date may increase the total Option Entitlements offered under this Prospectus .

Fractional entitlements arising from the Issue will be rounded down to the nearest whole number. The number of Option Entitlements to be issued will be subject to the movement of Australian, together with any additional, Shares on the conversion of existing options conducted prior to the Record Date.

An Entitle ment and Acceptance Form setting out your entitlement to 2009 Options accompanies this Prospectus. For Shareholders domiciled outside of Australia, this Prospectus is provided for information purposes only.

2.2 Acceptances

There is no minimum subscription, and oversubscriptions will be deemed to be an acceptance of the relevant maximum entitlement only.

Any shortfall in the amount of securities offered under the Issue and those accepted will be allotted and issued by the Company pursuant to a placement at the discretion of the Directors.

2.3 Underwriting Arrangements

The offer contained in this Prospectus is n ot underwritten.

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2.4 Key Dates

Lodgement of Prospectus with ASIC	7 May 2008
Ex Entitlement Date	22 May 2008
Record Date	28 May 2008
Dispatch of Prospectus and Entitlement and Acceptance Forms	3 June 2008
Closing Date 5.00pm EST	20 June 2008
Securities quoted on a deferred settlement basis	23 June 2008
Dispatch Date (allotment of securities and advice of uncertificated holdings)	30 June 2008

The date that acceptances close may change at the discretion of the Directors in which case six (6) business days notice prior to the Closing Date will be given.

2.5 How to accept your Option Entitlement

Your acceptance of the Issue must be made by returning to the Company’s share registry the Entitlement and Acceptance Form attached to this Prospectus together with the Entitlement Amount on or before the Closing Date. Your acceptance must not exceed your entitlement as shown on that form. If it does, your acceptance will be deemed to be the maximum entitlement as stated on that form.

You may participate in the Issue as follows:

• (a) if you wish to accept your entitlement in full:

• (i) complete the Entitlement and Acceptance Form by filling in the details in the spaces provided; and

• (ii) attach your cheque for the Entitlement Amount (indicated on the Entitlement and Acceptance Form); or

• (b) if you wish to accept part of your entitlement only:

• (i) fill in the number of Option Entitlements you wish to accept in the space provided on the Entitlement and Acceptance Form; and

• (ii) attach your cheque for the Entitlement Amount (calculated at $0.02 for each Option Entitlement accepted); or

• (iii) if you do not wish to accept all or part of your entitlement, you are not obliged to do anything. In that case, should the total number of Option Entitlements applied for under the Issue be less than the total amount of Option Entitlements offered under this Prospectus , the difference between the total number of Option Entitlements applied for and the total amount of Option Entitlements offered under this Prospectus will be allotted and issued pursuant to a placement at the discretion of the Directors.

If you wish to participate in the Issue you must forward the completed Entitlement and Acceptance Form together with payment of the Entitlement Amount by a cheque drawn on an Australian Bank, or bank draft, made payable in Australian currency to “Gulf Resources Limited - Option Account” and crossed “Not Negotiable” for the appropriate amount to the Company in the enclosed self addressed envelope to:

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Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Your completed Entitlement and Acceptance Form and cheque or bank draft must reach the share registry above no later than 5.00pm EST on 20 June 2008, or such other dates and times determined and advised by the Directors.

You must note that the Issue is non-renounceable so that a holder of Shares may not sell or transfer all or part of their entitlement to apply for Option Entitlements.

3. IMPORTANT NOTES AND STATEMENTS

Applicants for the pro rata Issue are advised to please carefully read the instructions on the front and back of the accompanying Entitlement and Acceptance Form.

This Prospectus is dated 7 May 2008. A copy of this Prospectus was lodged with the ASIC and ASX on 7 May 2008.

Neither the ASIC nor the ASX take any responsibility as to the contents of this Prospectus.

The Issue represents an offer of 2009 Options only to Shareholders with addresses in Australia. All Shareholders domiciled outside of Australia have been excluded from this Issue. Furthermore, this Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

No securities will be allotted or issued on the basis of this Prospectus (other than Shares issued pursuant to the exe rcise of a 2009 Option) after the expiry of 13 months from the date of issue of this Prospectus.

4. AUSTRALIAN SECURITIES EXCHANGE LISTING

Application will be made to ASX for quotation of the Option Entitlements offered under the Issue within 7 days after the date of issue of this Prospectus.

The Company will not issue any 2009 Options pursuant to the Issue if permission is not granted by ASX for the 2009 Options to be quoted on the Official List of ASX. If granted, trading of the 2009 Options will commence on a deferred settlement basis on 23 June 2008. It is the responsibility of each applicant to determine the number of 2009 Options allotted and issued to them.

If the 2009 Options offered under the issue are not admitted to quotation by ASX within three months after the date of this Prospectus, unless the ASIC grants the Company an exemption permitting the Issue, the Company will not allot or issue any 2009 Options pursuant to this Prospectus and will return all application moneys in accordance with the Corporations Act, without interest.

The Company is entitled to proceed to allot and issue 2009 Options the subject of valid acceptances if permission for quotation of those 2009 Options has been granted by ASX notwithstanding that there may be a shortfall.

Should the total number of Option Entitlements applied for by Shareholders under the Issue be less than total amount of Option Entitlements offered under this Prospectus, the remaining Option Entitlements will be allotted and issued at the discretion of the Directors.

5. ALLOTMENT OF 2009 OPTIONS

In accordance with Section 722(1) of the Corporations Act, until the allo tment and issue of any Option Entitlements pursuant to the Issue, all application monies shall be held by the Company in trust in a bank account established solely for the purpose of depositing application monies received.

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No Option Entitlements will be allotted or issued on the basis of the Issue after the expiry of 13 months from the date of issue of this Prospectus.

6. MONIES TO BE RAISED BY THIS PROSPECTUS AND USE OF FUNDS

The Issue will raise up to a maximum of $550,000 in working capital for the Company.

The funds raised by the Issue will be applied as follows:

To fund the ongoing exploration and evaluation programmes of the Company’s resource projects To provide funds for the corporate and administration activities of the Company To meet the costs of the Issue	$ 300,000 225,990 24,010
	550,000

On completion of the Issue the directors believe that the Company will h ave sufficient working capital to carry out its stated objectives.

In the event that less than $550,000 is raised by the Issue ongoing exploration and evaluation will be reduced by the relevant amount.

7. INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS

7.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act 2001. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, however it incorporates by reference information contained in documents that have been lodged with the ASIC.

The information to be incorporated by reference into this Prospectus is the November 2006 Prospectus, the IPO Prospectus and the ASX Releases.

Investors and their professional advisors are able to obtain a copy of the November 2006 Prospectus, IPO Prospectus and ASX Releases free of charge by contacting the Company at its registered office during business hours. These documents are also available on the website of the Company or the ASX website.

7.2 Information Deemed to be Included in this Prospectus

Set out below is a summary of the information contained in the November 2006 Prospectus and IPO Prospectus that is deemed to be incorporated in this Prospectus to assist investors and their advisers to determine whether they need to obtain a copy of the November 2006 Prospectus and IPO Prospectus for the purpose of making an informed decision in relation to the Option Entitle ments.

• An overview of the Shares offered, the Company, the Company’s capital structure and use of funds and other matters of an administrative nature.

• A summary of the projects and tenement holdings of the Company and a summary of the use of funds and exploration program of the Company.

• Information relating to each of the Directors of the Company and outlines the Company’s practices in relation to the ASX Principles of Good Corporate Governance and Best Practice Recommendations.

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• A statement that an investment in the Company has risks that might reasonably be expected of an investment in an exploration company. The factors referred to are exploration success, reserve and resource estimates, commodity price volatility and exchange rate risks, environmental risks, title risks, funding risks and a number of general risks.

• The report prepared by the independent geologist, Robsearch Australia Pty Ltd, on the assets of the Company. It includes details of the tenements held, the geology of the project areas and past and proposed exploration.

• The report prepared by RSM Bird Cameron Corporate Pty Ltd (“IAR”). The IAR was included in the IPO Prospectus to assist investors and their advisers in making an assessment of the financial position of the Company. The IAR contains the consolidated balance sheets and financial report of the Company as at 31 May 2006.

• The Solicitors Report on the Tenements owned or to be acquired by the Company. The report contains details as to the validity of the tenements, native title is sues and application and grant processes applicable to the assets of the Company.

• Additional information relating to the company contained in the additional information section of the IPO Prospectus. The sections deemed to be incorporated are 8.2, 8.3, 8.4, 8.6, 8.7, 8.3 and 8.

• The statement from the Directors relating to their consent to lodgement of the relevant prospectus and their belief that there were no misleading or deceptive statements made in the relevant prospectus and that the statements made by persons competent to make such statements consented to their statements being included in the relevant prospectus.

• CORPORATE INFORMATION AND EFFECT OF ISSUE ON THE COMPANY

Directors:

Scott Andrew Reid Philip Treisman Wayne John Kernaghan Gregory Neil Duncan

Secretary: Registered and Principal Office

Share Registrars:

Wayne John Kernaghan

Level 10 Goldfields House, 1 Alfred Street Sydney NSW 2000 Telephone: +61 (0) 2 8247 5333 Facsimile: +61 (0) 2 9247 7722 www.gulfresources.com.au Security Transfer Registrars Pty Ltd 770 Canning HighwayApplecross WA 6153 Telephone: + 61 (0) 8 9315 2333 Facsimile: + 61 (0) 8 9315 2233

Capital Structure:

The principal effect of the Issue on the Company and the pro forma capital structure, following completion of the Issue will be as follows:

• (a) increase cash reserves by a maximum of $550,000 immediately after completion of the Issue and before estimated expenses of the Issue;

• (b) increase the number of issued options to subscribe for and be issued a Share in the capital of the Company being the Option Entitlements, of which a maximum of 27,302,363 will be issued pursuant to this Prospectus (subject to any additional allotment of Shares prior to the Record Date).

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PRO FORMA CAPITAL STRUCTURE OF THE COMPANY (Assuming full subscription under the issue as at 6 May 2008 without any additional allotment of Shares prior to the Record Date)

NUMBER	DETAILS	VALUE
54,604,725	Issued and Paid Up Capital Fully paid ordinary Shares	$6,050,801
54,604,725	Total Issued and Paid UpCapital	$6,050,801
2,250,000 23,327,372 27,302,363	Options Over Unissued Capital Options to subscribe for a Share and receive a Bonus Option exercisable at $0.25, expiring on 31 December 2009 Options to subscribe for a Share exercisable at $0.20 expiring on 30 June 2011 Options to subscribe for a Share and receive a Bonus Option exercisable at $0.25, expiring on 31 December 2009 to be issued pursuant to this Prospectus dated 7 May 2008	0 $192,700 $550,000
52,879,735	Total Options over Unissued Share Capital	$742,700

9. TERMS AND CONDITIONS OF 2009 OPTIONS AND INTERESTS OF DIRECTORS

9.1 Terms and Conditions of 2009 Options

Each 2009 Option (Option Entitlement) will entitle the holder to subscribe for a Share in the Company at twenty five (25) cents per Share and receive a Bonus Option for no additional consideration on the following terms :

• (a) The 2009 Options shall expire at 5.00 pm EST on 31 December 2009 but may be exercised at any time prior to the 31 December 2009.

• (b) The 2009 Options are only exercisable at twenty five (25) cents each payable in cash.

• (c) The 2009 Options shall only be exercisable wholly or in part by executing and forwarding to the Company an Option Exercise Form.

• (d) A Bonus Option will entitle the holder thereof to subscribe for a Share in the Company at thirty five (35) cents per share . The Bonus Option shall expire at 5.00 pm EST on 30 June 2012, being 30 months from the date of expiry of the 2009 Options, and otherwise shall have the same terms mutatis mutandis as the 2009 Options.

• (e) There are no participating rights, or entitlements inherent in the 2009 Options to participate in any new issue or bonus issue of securities which may be offered to members of the Company from time to time prior to or on 31 December 2009.

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• (f) 2009 Optionholders have the right to exercise their 2009 Options prior to the date of determining entitlements to any capital issue to the then existing Shareholders of the Company made during the currency of the 2009 Options. In this regard, 2009 Optionholders shall be given at least 10 Business Days notice, before the determination of entitlements to any issue, to exercise their 2009 Options.

• (g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the 2009 Options will be re-organised in accordance with the Listing Rules applicable at the time of the re-organisation.

• (h) Application for official quotation of the 2009 Options will be made by the Company in accordance with the ASX Listing Rules and the Corporations Act. In addition, application for official quotation of the Shares allotted and issued pursuant to the exercise of the 2009 Options will be made by the Company within three (3) business days after the date of allotment of such Shares.

• (i) Shares allotted and issued pursuant to the exercise of the 2009 Options will be allotted and issued no more than 15 days after the receipt of a properly executed exercise notice and receipt of the application moneys.

• (j) A statement will be issued for the 2009 Options. Attached to the statement there will be a form that must be executed and forwarded to the Company when exercising the 2009 Options. If there is more than one 2009 Option on a statement, and prior to 30 June 2009 those 2009 Options are exercised in part, the Company will issue another statement for the balance of the 2009 Options held and not yet exercised.

9.2 Shareholder Details

The following shareholder details in respect of the Company as at 6 May 2008:

(i) Substantial Shareholder

Name	Fully Paid Shares Shares No. of Shares	% of Total
Scott Reid	5,030,000	9.21
Wayne Kernaghan	4,900,005	8.97
Pacific ConsultingServices PtyLtd	4,959,000	9.08
Proto Resources & Investments Ltd	2,909,587	5.33

• (ii) Directors’ Interests

Except as set out below, no Director has, or during the last two years has had, any interest in the formation or promotion of the Company, or any property proposed to be acquired by the Company in connection with its formation or promotion, and no Director is (or was during the last 2 years) a partner of or has (or during the last 2 years had) any beneficial interest in a firm which has (or during the last 2 years had) any interest in the promotion of or any property proposed to be acquired by the Company in connection with its promotion. Further, no sums had been paid or agreed to be paid to a Director or to such firm, in cash or shares or otherwise, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or the firm in connection with the promotion of the Company.

The entitlements of the Directors in Shares on issue and options as at the date of this Prospectus are:

Name	Fully Paid Shares Beneficially owned (held directly or indirectly)	Options exercisable at various prices and dates beneficially owned (held directly or indirectly)
S. Reid	5,030,000	1,050,000
W. Kernaghan	6,178,632	2,653,825
G. Duncan	5,815,000	3,095,416
P. Treisman	300,000	-

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(iii) Distribution (as at 6 May 2008)

No. of Shares Fully Paid Shares	Options Exercisable at variousprices and dates
1 - 1,000 1	1
1,000 – 5,000 48	96
5,001 – 10,000 141	26
10,001 - 100,000 183	58
100,001 – over 80	35

The percentage of holdings of the twenty largest shareholders is 59.01%.

10. RIGHTS ATTACHING TO SHARES

The share capital of the Company is not divided into different classes of shares. Shares to be issued following the exercise of the 2009 Options offered pursuant to this Prospectus will rank equally in all respect with the existing Shares on issue. The rights attaching to all such Shares include:

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 the Company every holder of fully paid ordinary Shares present in person or by an attorney, representative or proxy shall have one vote on a show of hands and one vote per Share on a poll.

A person who holds a Share which is not fully paid is entitled, on a poll, to such number of votes as bears the same proportion to the total of those Shares registered in the Shareholder’s name as the amount of the issue price of shares paid bears to the total issue price. in the case of joint holders of Shares, the vote of the senior who tenders a vote, whether in person or by proxy, attorney or representative, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Shareholders.

Dividend Rights

The Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. Subject to Clause 5.5 of the Constitution and subject to the rights of any preference shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all Shares in proportion to the number of Shares held by them, irrespective of the amount paid up or credited as paid up in the Shares in accordance with Part 2H.5 of Chapter 2H of the Corporations Act.

Rights of Winding Up

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

Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act and the Listing Rules, Ordinary Shares are freely transferable.

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Creation and Issue of further Shares

The allotment and issue of any new Shares is under the control of the Directors and, subject to any restrictions on the allotment of Shares imposed by the Company’s Constitution, the Listing Rules or the Corporations Act, the Directors may allot, issue, grant options over, or otherwise dispose of, those Shares to such persons on such terms and conditions and with such rights and privileges as they may from time to time determine.

Variation of Rights

At present, the Company has on issue Ordinary Shares Any variation of rights shall be subject to Part 2F.2 of Chapter 2F of the Corporations Act.

General Meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meeting of the Company and to receive all notices, accounts and other documents required to be furnished to shareholders under the Company’s Constitution, Corporations Act or the ASX Listing Rules.

11. CONSENTS

Security Transfer Registrars Pty Limited has given its written consent to being named in the Corporate Directory section of this Prospectus as the Company’s Share Registry and has not withdrawn its consent to being named in this Prospectus prior to lodgement of this Prospectus with the ASIC.

Price Sierakowski has given its written consent to being named in the Corporate Directory section of this Prospectus and for incorporation of its report and has not withdrawn its consent to being named in this Prospectus prior to lodgement of this Prospectus with the ASIC.

Robsearch Australia Pty Ltd has given its written consent to being named in the Corporate Directory section of this Prospectus and for incorporation of its report and has not withdrawn its consent to being named in this Prospectus prior to lodgement of this Prospectus with the ASIC.

RSM Bird Cameron Corporate Pty Ltd has given its written consent to being named in the Corporate Directory section of this Prospectus and for incorporation of its report and has not withdrawn its consent to being named in this Prospectus prior to lodgement of this Prospectus with the ASIC.

For the purposes of Section 716 of the Corporations Act, notwithstanding that it may be referred to elsewhere in this Prospectus, neither Security Transfer Registrars Pty Limited nor Price Sierakowski nor Robsearch Australia Pty Ltd nor RSM Bird Cameron Corporate Pty Ltd were involved in the preparation of any part of this Prospectus, did not cause the issue of this Prospectus and does not accept any liability to any person in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

12. ASX RELEASES

Inspection of and Copies of Documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, the company’s office.

The Company will provide, free of charge, to any person who requests it during the period from the date of issue of this Prospectus until the Closing Date, a copy of the financial statements of the Company for the year ended 30 June 2007, being the last financial year for which financial statements have been lodged with the ASIC in relation to the Company before the issue of this Prospectus. These financial statements are not incorporated into this Prospectus by reference.

The Company will also provide a copy of any other financial statements lodged with the ASIC and

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other documents lodged with ASX from the period after the lodgement of the financial statements of the Company for the year ended 30 June 2007 and ending before the issue of this Prospectus, free of charge, to a person who requests a copy before the Closing Date.

The Company has lodged the following announcements with ASX since the lodgement of the financial statements for the year ended 30 June 2007:

Date	Description
11/10/2007	Change in substantial shareholdingfor GLC
15/10/2007	GoldLink GrowthPlus Limited
18/10/2007	GLC: General Meetingupdate 17-10-07
18/10/2007	T/O Panel – GoldLink GrowthPlus Limited
23/10/2007	Change of Director’s Interest Notice
29/10/2007	FirstQuarter Activities Review
30/10/2007	Results of Meeting
07/11/2007	Secures Tanzania Gold Project
20/11/2007	Change of Director’s Interest Notice
20/11/2007	Appendix 3B
10/12/2007	Expansion of Crystalbrook Projectplacement Appendix 3B
12/12/2007	Section 708 notice
15/01/2008	Form 605 for GoldLink GrowthPlus Limited from GLF
18/01/2008	New Substantial shareholder from PRW – Form 603
30/01/2008	QuarterlyActivities Report
13/03/2008	Half YearlyAccounts to 31/12/07
01/04/2008	Gulf in Tanzanian Copper Project
03/04/2008	Appendix 3Y
03/04/2008	Appendix 3Y
11/04/2008	Notice of General Meeting/ProxyForm
14/04/2008	Signs with Vietnam Partner on Coal to Liquid Fuel Project
15/04/2008	Change of Director’s Interest Notice
16/04/2008	Signs with Tanzania Port Authorityon Mtwara Project
29/04/2008	ThirdQuarter Activities Review

ASX maintains files containing publicly available information for all listed companies. Publicly available information pertaining to the Company is available on the ASX’s website: www.asx.com.

In addition, the following documents will be available for inspection for a period of 12 months after the date of issue of this Prospectus during normal business hours at the registered office of the Company at Level 10, Goldfields House, 1 Alfred Street, Sydney, New South Wales :

• this Prospectus;

• the Constitution of the Company; and

• the consents referred to in paragraph 11.

13. EXPENSES OF ISSUE

The estimated expenses of the issue are:

ASIC lodgement fee Prospectus printing and distribution Legal Expenses ASX listing fees	$ 2,010 2,000 10,000 10,000
	24,010

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14. MARKET PRICE OF SHARES

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company’s Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.28 cents per fully paid ordinary Share on 11 March 2008.

Lowest: $0.20 cents per fully paid ordinary Share on 1 April 2008.

The latest available closing sale price of the Company’s Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.23 cents per Share on 6 May 2008.

15. TAXATION

The Directors make no comment in relation to the taxation implications of the Issue to Shareholders or Optionholders. The taxation consequences will depend on a shareholder’s particular circumstances. Gulf Resources Limited nor any of its officers accepts any liability or responsibility with respect to the taxation consequences connected with the Issue.

16. OVERSEAS RESIDENTS

The Issue represents an offer of 2009 Options only to Eligible Shareholders on the Record Date. All Shareholders who are not eligible to participate have been excluded from the Issue. The Company in its sole and absolute discretion shall determine the eligibility of Shareholders for participation in the Issue. This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to ma ke such an offer.

17. PRIVACY DISCLOSURE STATEMENT

The Company collects information about each applicant from an entitlement form for the purposes of processing the application and, to administer the applicant’s security holding in the Company.

By submitting an entitlement form, each applicant agrees that the Company may use the information in the entitlement form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers (including mailing houses), the ASX, ASIC and other regulatory authorities.

If an applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, addresses, and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company’s registers is also used to facilitate distribution payments, corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the entitlement form accompanying this Prospectus, the Company may not be able to accept or process your application.

18. DEFINED TERMS

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

“ASIC” Australian Securities and Investments Commission.

“ASX” Australian Securities Exchange Limited.

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“ASX Releases”

means the documents set out in the table at section 1.2 of this Prospectus.

“Bonus Option” means an option to subscribe for and be issued a fully paid ordinary share in the Capital of the Company, exercisable at $0.35 on or before 5.00pm EST on 30 June 2012.

• “Business Day”

has the meaning ascribed to that term in the Listing Rules.

• “Closing Date” 5.00p m EST on 20 June 2008 or such other date as determined by the Directors at their absolute discretion.

• “Company” Gulf Resources Limited (ABN 13 115 027 033) (ASX:GLF).

• “Corporations Act” Corporations Act 2001 of the Commonwealth of Australia as applying in each State and ‘Territory.

• “Directors” means the directors of the Company at the date of this Prospectus.

• “Eligible Shareholders” means Shareholders on the Record Date who may lawfully participate in the Issue and have not been determined by the Directors in their sole and absolute discretion to be ineligible.

“Entitlement and means the Entitlement and Acceptance Form attached to this Prospectus. Acceptance Form”

• “Entitlement Amount” means the amount in Australian currency equal to $0.02 for each 2009 Option accepted under the Issue.

• “EST”

means Australian Eastern Standard Time.

• “Exercise Amount”

• means the amount in Australian Currency equal to $0.25 for each 2009 Option exercised.

• “Expiry Date” means in relation to 2009 Options, 5.00pm Eastern Standard Time on 31 December 2009.

“IPO Prospectus” means the prospectus for the initial public offer of Shares lodged with ASIC on 9 June 2006.

“Issue” the non-renounceable entitlement issue to shareholders with registered holdings in Australia to subscribe for 1 (one) 2009 Option for every 2 (two) Ordinary Shares held as at the Record Date at an issue price of $0.02 per 2009 Option pursuant to this Prospectus .

• “Listing Rules”

the Official Listing Rules of the ASX.

• “Notice of Exercise”

• means a Notice of Exercise in the form attached to this Prospectus.

• “November 2006 Prospectus”

means the prospectus for the issue of 2011 Options lodged with ASIC on 10 November 2006.

• “Official List”

the Official List of the ASX.

• “Official Quotation”

means quotation of the Company’s securities on the official list of the ASX.

• “Option Entitlement(s)” or“2009 Option(s)” means an option to subscribe for and be issued a fully paid ordinary share in the Capital of the Company together with a Bonus Option, exercisable at

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$0.25 on or before 5.00 pm EST on 31 December 2009.

“Optionholder(s)” means a registered holder of options to acquire Shares in the Company. “Prospectus” means this prospectus that the Company has issued for the purpose of the Issue. “Record Date” means close of trade in the Shares on the ASX on 28 May 2008. “Share(s)” ordinary fully paid share in the capital of the Company. “Shareholder(s)” registered holders of Shares in the capital of the Comp any. “2011 Option(s)” means an option to subscribe for and be issued a fully paid ordinary share in the Capital of the Company, exercisable at $0.20 on or before 5.00 pm EST on 30 June 2011.

19. DIRECTORS’ RESPONSIBILITY STATEMENT AND CONSENT

The Directors state that they have made all reasonable enquiries and have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that, in respect of any other statements made in this Prospectus by persons other than the Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given the consent require d by Section 716 of the Corporations Act 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 the lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of Shares and Options pursuant to this Prospectus.

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

Dated 7 May 2008

Signed for and on behalf of Gulf Resources Limited by Scott Reid Chairman

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OPTION EXERCISE FORM

GULF RESOURCES LIMITED

ABN 13 115 027 033

NOTICE OF EXERCISE OF OPTIONS

Participant Number: …………………….. Holder Identification Number:……………………… Security Holder Reference Number:………………………

To the Directors

I/We …………………………………………………………………. am/are the registered holder(s) of 2009 options.

I/We exercise my/our options to subscribe for ……………………………… fully paid ordinary shares in the capital of the Company and acceptance of that number of Bonus Options for no additional consideration.

I/We enclose application moneys of $ …………………………………………………calculated at $0.25 per Share.

I/We agree to be bound by the Constitution of the Company.

==> picture [449 x 209] intentionally omitted <==

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

I/We request registration as the holder(s) of the shares on the register.
Affix Seal if
My/our address to be shown on the register is :
required by
Constitution
……………………………………………………………………………
…………………………………………………………........
………………………………………………………………
DATED the ……………………………………….. day of ………………………………………… 2008
Signed
…………………… ……………………….. …….………………
Holder 1 Holder 2 Holder 3
----- End of picture text -----

==> picture [425 x 15] intentionally omitted <==

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

……………………………………. ……..……………… ….… ……………………………..
Sole Director & Sole Company Secretary Director Company Secretary
----- End of picture text -----

General Signing Instructions:

In case of joint options holders each option holder must sign. Where the option holder is an incorporated body this document must he executed in accordance with its Constitution and any replaceable rules that apply. Directors and officers must sign in their rapacity as provided above. If this form has been signed by an Attorney and the relative Power of Attorney has not already been produced by the Company, a certified copy of such Power of Attorney must be forwarded with this form for noting.

Share Registry: Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross WA 6153

Tel: +61 (0)8 9315 2333 Fax: +61 (0) 8 9315 2233

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ENTITLEMENT AND ACCEPTANCE FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.

GULF RESOURCES LIMITED

ABN 13 115 027 033

REGISTERED OFFICE SHARE REGISTRY Level 10,Goldfields House Security Transfer Registrars Pty Ltd 770 1 Alfred Street, Circular Quay NSW 2000 Canning Highway, Applecross WA 6153 Shareholding at 5.00pm EST on 28 May 2008 Entitlement to Option Entitlements on a 1:2 basis Amount Payable at $0.02 per Option Entitlement Holder Identification Number: Entitlement No: …………….……………. Sub-Register: …………….

Issue of up to approximately 27,302,363 Option Entitlements on the basis of 1 (one) Option Entitlement for every 2 (two) Shares registered to Australian shareholdings on 5.00pm EST on 28 May 2008 at an issue price of $0,02 per Option Entitlement, payable in full upon application. Non-renounceable entitlement closes at 5.00 p m EST on 20 June 2008.

To the Directors Gulf Resources Limited

1. I/We the above mentioned, being registered on the 28 May 2008 as the Australian holder(s) of Ordinary Shares in your Company hereby accept the below mentioned 2009 Options issued in accordance with the enclosed Prospectus;

2. I/We enclose my/our cheque made payable to Gulf Resources Limited, for the amount shown being payment at the rate of $0.02 per 2009 Option;

3. I/We hereby authorize y ou to place my/our name(s) on the registers of 2009 Option holders in respect of the number of 2009 Options allotted to me/us and;

4. I/We agree to he bound by the Constitution of the Company.

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED

Option Entitlements Accepted	Option Entitlements Accepted	Amount Enclosed at $0.02per Option Entitlement	Amount Enclosed at $0.02per Option Entitlement	Amount Enclosed at $0.02per Option Entitlement
PLEASE ENTER CHEQUE DETAILS THANK YOU
	Drawer	Bank	Branch	Amount

My/ Our contact numbers in the case of inquiries is/are: Telephone ( ) ……………………………. Fax: ( )………………………….

NOTE: Cheques should be made payable to Gulf Resources Limited, crossed “NOT NEGOTIABLE” and forwarded to Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, Western Australia, 6153 to arrive no later than 5.00pm EST on 20 June 2008.

Complete this panel and sign below only if a change of address is to be registered with the Company

New address: …………………………………………………

Signature(s) ……………………….. ……………….. Date: ……………………. Please indicate your correct title: Director/Secretary/……………………….

ISSUE CLOSES 5.00PM EST ON 20 JUNE 2008

THE DIRECTORS RESERVE THE RIGHT TO MAKE AMENDMENTS TO THIS FORM WHERE APPROPRIATE

PLEASE REFER OVERLEAF FOR INSTRUCTIONS

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EXPLANATION OF ENTITLEMENT

1. The front of this form sets out the number of 2009 Options which you are entitled to accept.

2. Your entitlement may be accepted either in full or in part. There is no minimum acceptance.

3. You may not apply for 2009 Options in excess of your maximum entitlement.

4. The price payable on acceptance of each 2009 Option is $0.02.

5. You may accept your entitlement by completing the Entitlement and Acceptance Form overleaf.

APPLICATION INSTRUCTIONS

1. The issue price of $0.02 per 2009 Option is payable in full upon application.

2. Payments must b e made in Australian currency by cheque or bank draft drawn on and payable at a bank within Australia. Cheques or bank drafts drawn on banks outside Australia in either Australian currency or in foreign currency will not be accepted.

3. The cheques must be made payable to Gulf Resources Limited - Option Account and crossed “Not Negotiable”.

4. When completed, this form together with the appropriate payment in Australian currency should be forwarded to Gulf Resources Limited, c/- Security Transfer Registrars Pty Ltd.

5. An appropriate self addressed envelope is enclosed with the Prospectus.

6. Acceptances must be received by Security Transfer Registrars Pty Ltd by no later than 5.00pm EST on 20 June 2008.

ENQUIRIES

Any enquiries should be directed to the Company’s share registry:

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Telephone: + 61 (0) 8 9315 2333 Facsimile: + 61 (0) 8 9315 2233

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