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1. COMPANY DIRECTORY
2. CHAIRMAN'S LETTER
3. INVESTMENT OVERVIEW
4. DETAILS OF THE OFFER
5. HOW TO INVEST
6. DIRECTORS AND GOVERNANCE
7. MODENA RESOURCES AND ITS PROJECTS
8. INDEPENDENT GEOLOGIST'S REPORT - RIGEL PETROLEUM CONSULTING 24
9. INDEPENDENT GEOLOGIST'S REPORT - CARRERA GEOPHYSICS, LLC 34
10. INDEPENDENT ACCOUNTANT'S REPORT
11. RISK FACTORS
12. ADDITIONAL INFORMATION
13. GLOSSARY OF DEFINED TERMS
14. DIRECTORS' AUTHORISATION

APPLICATION FORM

Board of Directors

Peter Hampshire - Non-Executive Chairman Neville Bassett - Non-Executive Craig Willis - Executive

Company Secretary Linton Scott

Registered and Principal Office

Suite B / 150 Hay Street Subiaco WA 6008 Australia Ph: 08 9388 8439 Fax: 08 9388 8450 Email: [email protected] Website: www.modenaresources.com

Share Registry

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000 Australia

PO Box D182 Perth WA 6840 Australia

Ph: 08 9323 2000 Fax: 08 9323 2033

Independent Accountants HLB Mann Judd 15 Rheola Street

West Perth WA 6005 Australia

Auditors

BDO Kendalls Level 8, 256 St Georges Terrace Perth WA 6000 Australia

Solicitors to the Company

Blakiston & Crabb 1202 Hay Street West Perth WA 6005 Australia

Independent Geologists

Carrera Geophysics, L.L.C. 8329 Winningham Lane Houston, Texas United States of America 77055

Rigel Petroleum Consulting

2201 "F" Street Bakersfield, California United States of America 93301

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Chairman's Letter

Dear Investor

On behalf of the Directors of Modena Resources Limited I invite you to consider the offer of Shares as set out in this Prospectus.

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The Company has acquired a 10% working interest in each of the South Lost Hills Properties (Section 7.3.1) and the Wilson Prospect (Section 7.3.2).

Modena has entered into an agreement with Kindee Oil & Gas LLC on the Wilson Prospect located in Padre Island, Texas, USA, on the Gulf of Mexico coastline. The area is a proven hydrocarbon producing area. The Padre Island Joint Venture has drilling leases covering an estimated area of approximately 25,000 acres. The PIJV has acquired and is interpreting 124,000 hectares of 3D seismic data within the project area. Modena has farmed in on a number of the leases in this area. In-house estimates indicate potential recoverable gas volumes in this first joint venture are likely to be between 8 and 20 billion cubic feet.

Experienced industry players Royal Dutch Shell Plc, Exxon Mobil Corporation, El Paso Corporation, Woodside Petroleum Limited, Houston Oil & Gas, Santos Limited and Spinnaker Exploration Company have projects in the vicinity of Padre Island.

The Company has also farmed into the South Lost Hills Properties in Kern County, California, USA. This acreage is situated just south and adjacent to the southern limit of a major oil and gas producing area known as the South Lost Hills field.

The Company's joint venture partners are experienced oil and gas operators and the prospects are in wellknown producing areas.

The opportunities to participate in the above projects give the Company a profile in the large USA oil and gas markets. The Company's objective is to take participating interests in prospective oil and gas properties that demonstrate geological and economic merit, and, importantly, have an experienced joint venture operator.

The information in this Prospectus is very important and should be read in detail. Whilst the prospects are exciting, any investment of this nature must be considered as speculative. Investors should seek their own independent investment advice.

On behalf of the Directors, I look forward to welcoming your subscriptions under the terms of this Prospectus.

Yours sincerely

Peter Hampshire Non-Executive Chairman

Investment Overview

SECTION E

IMPORTANT NOTICE $1.6$

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

SUMMARY OF OFFER 3.2

By this Prospectus, the Company invites investors to apply for 30,000,000 Shares at an issue price of 20 cents each to raise \$6,000,000.

INDICATIVE TIMETABLE $\mathbf{B} \mathbf{B}$

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Lodgement of Prospectus with ASIC	24 September 2007
Opening Date	2 October 2007
Closing Date	31 October 2007

The above dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without prior notice, which may have a consequential effect on other dates. Applicants are encouraged to apply for Shares as soon as possible after the Offer opens.

PURPOSE OF THE OFFER AND USE OF FUNDS $3 +$

The purpose of the Offer is to raise funds to:

fund the Company's proportionate share of drilling programs on the Modena Properties;
fund the Company's pursuit of other oil and gas opportunities;
provide funds for the administration of the Company;
meet the expenses of the Offer of approximately \$440,000; and
provide working capital for the Company.

Pursuant to the Offer, Modena Resources is seeking to raise \$6,000,000. It is proposed that these funds will be utilised in the two years after listing as follows:

Funds available	(\$
Cash on hand	208,628
Funds raised under the Offer	6,000,000
Total funds available	\$6,208,628

Allocation of funds
	(S)
Drilling programs on Modena Properties (refer Section 7)	2,317,073
Repayment of debt and other payables	710,929
Administration, corporate overheads & working capital,
including new project development	2,740,626
Expenses of the Offer (including fees and commissions)
Total Funds Applied	440,000
The South of South Country of the Property of Conference and also the first of the first of the content of the South South Association of the South Association of the South Association of the South Association of the Sout i a shi na ni a matana iliyana kataliga matana na Tangun nanani najmahanana banalim a matana na mana iliya kan	6,208,628

The information set out in the above table is a statement of present intention as at the date of this Prospectus. The exact quantum of funds expended by the Company on any particular item will be dependent on many factors that cannot be ascertained with complete accuracy at the date of this Prospectus.

The Directors are satisfied that upon completion of the Issue, the Company will have sufficient working capital to carry out its stated objectives.

PRO FORMA CAPITAL STRUCTURE OF THE COMPANY 3.5

The pro forma capital structure of the Company following completion of the Offer and the further issues more particularly described in Section 4.2 is summarised below:

Shares	Number of Shares
On issue as at date of this Prospectus		%
	6,000,000	9.3
Shares issued under Offer	30,000,000	46.6
Shares issued to Vendors ¹
	20,000,000	31.1
Shares issued to Convertible Noteholders ²	8,334,090	13.0
Total Shares on issue	64,334,090	100.00

Notes:

Refer to Section 4.2 for further details of the issue of Shares to the Vendors. 1.

Refer to Section 12.7.4 for further details of the issue of Shares to the Convertible Noteholders. $2.$

The Company does not have any Options on issue as at the date of this Prospectus however proposes to undertake a non-renounceable entitlement issue of Options within three to six months after the Shares commence trading on the ASX. Please refer to Section 3.6 for further details of the entitlement issue of Options.

isting BIGHTS ISSUE OF TIONS $\Box$ F 3.6

The Company intends to undertake a non-renounceable entitlements issue of Options ("Loyalty Issue") within three to six months after the Shares commence trading on the ASX. All Shareholders registered on the share register of the Company at a date to be announced by the Company to ASX will be entitled to participate in the Loyalty Issue on the basis of one (1) Option for every one (1) Share held. The Options will be issued at a price of one (1) cent each with an exercise price of 20 cents and an expiry date of 30 June 2010.

A disclosure document for the Loyalty Issue of Options will be issued when the Options are offered. A person should consider the disclosure document in deciding whether to subscribe for Options. Anyone who wishes to subscribe for the Options will need to complete the application form that will be in or accompany the disclosure document.

It is proposed to apply for the Options issued pursuant to the Loyalty Issue to be listed for quotation on ASX.

INVESTMENT BISH $77$

Prospective investors in the Company should be aware that subscribing for Shares under this Prospectus involves a number of risks. These risks are set out in greater detail in Section 11 and investors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company. An investment in the Company is considered a speculative investment.

SECTION

Details of the Offer

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

$+1$ THE OFFER

The Offer is for a total of 30,000,000 Shares at an issue price of \$0.20 per Share, payable in full on Application. The Shares the subject of the Offer will be issued as fully paid and will rank pari passu with the existing Shares on issue. The terms and conditions and rights and liabilities attaching to Shares are set out in Section 12.8. Those wishing to apply for Shares under the Offer should refer to Section 5.

The Directors will not accept oversubscriptions.

$H.E$ VENDOR SHARES

Pursuant to the terms of the Murviel Share Sale Agreements, and subject to the conditions contained therein, the Company will, prior to the Issue, acquire all of the issued capital of Murviel for a total consideration of 20,000,000 Shares.

Material terms of the Murviel Share Sale Agreements are more particularly described in Section 12.7 of this Prospectus.

No funds will be raised from the issue of Shares to the Vendors as the Shares to be issued are as consideration for the acquisition of all the issued capital of Murviel. Upon completion of the Issue, the collective interest of the Vendors in 20,000,000 Shares will represent 31.1% of the total issued Shares, but no single Vendor shall hold more than 9.4% of the total issued Shares.

$+5$ CONDITIONALITY OF OFFER

Completion of the Offer will not occur unless completion occurs under the Murviel Share Sale Agreements.

Completion under the Murviel Share Sale Agreements is conditional on the Company raising a minimum of \$6,000,000 under the Offer. The terms and conditions of the Murviel Share Sale Agreements are summarised in Section 12.7 of this Prospectus.

If completion under the Murviel Share Sale Agreements does not occur, the Offer will not proceed and all Application Monies in relation to the Offer will be returned to Applicants as soon as practicable (without interest).

ملك ملكا minimum suescalerion

The minimum subscription pursuant to the Offer is \$6,000,000.

In accordance with section 723(2) of the Corporations Act, no Shares will allotted by the Company until the minimum subscription is reached. Should the minimum subscription not be reached within 4 months after the date of this Prospectus, the Company will either repay the Application Monies to the Applicants or issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application Monies. Interest will not be paid on Application Monies refunded.

OPENING AND CLOSING DATES 45

The Opening Date for acceptances of the Offer will be on expiry of the Exposure Period required by the Corporations Act. Under the proposed timetable this is 2 October 2007. The Closing Date for the Offer is 31 October 2007

These dates are indicative only and the Directors reserve the right, at their discretion, to close the Offer at any other time after the Opening Date.

UNDERWRITING AND HANDLING FEE 45 H

The Offer is not underwritten.

The Company will pay a handling fee of 5% in respect of Applications lodged by any member organisation of ASX, or the holder of an Australian Financial Services Licence, and accepted by the Company, provided the relevant stamp for the organisation is on the Application Form.

4.7 ALLOTMENT UNDER THE OFFER

Subject to completion of the Murviel Share Sale Agreements and the ASX granting Official Quotation of the Shares, the allotment and issue of Shares under the Offer will take place as soon as practicable after the Closing Date. Prior to allotment, all Application Monies for the Offer shall be held in trust in a separate bank account on behalf of the Applicants until the Shares are issued. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the Application Monies.

The Directors reserve the right, in their absolute discretion, to allot the Shares applied for under any Application in full or to allot any lesser number or to decline any Application. Directors may in their absolute discretion give preference to certain investors in accepting Applications under the Offer. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus Application Monies will be returned by cheque to the Applicant.

Following the allocation of Shares, successful Applicants will receive a statement of shareholding that sets out the number of Shares they have been allocated in the Offer. It is expected that statements of shareholding together with any refunds of Application Monies in the event of oversubscriptions will be dispatched by standard post as soon as practicable after the Closing Date.

It is the responsibility of Applicants to determine their allocation before trading in the Shares. Applicants trading Shares before receiving a statement of shareholding will do so at their own risk.

4.8 GRANTING OF OFFICIAL QUOTATION ON ASX

Application will be made by the Company to the ASX, within seven days after the date of this Prospectus, for the Company to be admitted to the Official List and for the Shares offered under this Prospectus, the existing Shares on issue and other Shares to be issued as referred to elsewhere in this Prospectus to be admitted for quotation on ASX.

If the Company is not admitted to the Official List and the Shares offered under this Prospectus not admitted to quotation on the ASX within three months after the date of this Prospectus, all Application Monies will be refunded without interest and no Shares will be issued.

The ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit the Company to its Official List and grant quotation of the Company's Shares is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

4.9 NON-RESIDENT OFFERS

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

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any 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 Offer, or otherwise permit a public offering of the Shares in any jurisdiction outside Australia. The Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia.

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

T.IO CHESS

The Company will apply to be admitted to participate in the Clearing House Electronic Subregister System ("CHESS"), operated by ASTC, a wholly owned subsidiary of ASX, in accordance with the Listing Rules and ASTC Settlement Rules. On admission to CHESS the Company will operate an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The 2 sub-registers together will make up the Company's

The Company will not issue share certificates to investors. Instead, investors who elect to hold their Shares on the issuer-sponsored sub-register will be provided with a holding statement (similar to a bank account statement) by the Company which sets out the number of Shares allotted to each investor under this Prospectus. For investors who elect to hold their Shares on the CHESS sub-register, the Company will, on allotment, issue an advice to investors that sets out the number of Shares allotted to the investor under this Prospectus and at the end of the month following the allotment, CHESS (acting on behalf of the Company) will provide investors with a holding statement that confirms the number of Shares allotted.

A holding statement (whether issued by CHESS or the Company) will also provide details of an investor's Holder Identification Number (in the case of a holding on the CHESS sub-register) or Shareholder Reference Number (in the case of a holding on the issuer sponsored sub-register). Following distribution of these initial holding statements to all investors, a holding statement will only routinely be provided to an investor at the end of any subsequent month during which the investor's holding of Shares changes.

RESTRICTED SECURITIES 41.44

Subject to the Company being admitted to the Official List, certain of the issued Shares, other than those subscribed for under this Prospectus, may be classified by ASX as restricted securities and will be required to be held in escrow pursuant to ASX Listing Rules.

THUR ONBOIVIO SI.4

The Directors intend to give priority to maximising the development and growth of the Company. Accordingly, the Directors do not anticipate paying a dividend in the immediate future.

T.IS RISH FACTORS

Prospective investors in the Company should be aware that subscribing for Shares under this Prospectus involves a number of risks. These risks are set out in Section 11 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to

The risk factors set out in Section 11, and other general risks applicable to all investments in listed securities not specifically referred to, may in future affect the value of the Shares. Accordingly, an investment in Shares described in this Prospectus should be considered speculative.

FINANCIAL FORECASTS AND FORWARD-LOOKING TATEMENTS

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

THE PRIVACY ACT

The Company collects information about each Applicant from an Application Form for the purpose of processing the Application and, if the Applicant is successful, to administer the Applicant's security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application 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, the 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, address 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 register is also used to facilitate distribution payments and 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 Application Form, the Company may not be able to accept or process your Application.

$4.16$ ENGUIRIES

This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If after this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser.

SECTION S

How to Invest

Applications for Shares pursuant to the Offer can only be made on an Application Form attached to and forming part of this Prospectus. Please read carefully the instructions on the Application Form before completing it.

All Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.

Payment will be accepted only in Australian dollars by cheque or bank draft drawn on, and payable at any Australian bank.

Cheques or drafts should be made payable to "Modena Resources Limited Share Issue Account" and crossed "Not Negotiable". Participants are asked not to send cash. Receipts for payment will not be issued. Personal cheques drawn on overseas banks in Australia or a foreign currency will not be accepted. These will be returned and the Application deemed invalid.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by the Company. The Company's decision as to whether to accept the Application or how to construe, amend or complete it, shall be final, but no Applicant will be treated as having offered to purchase more Shares than is indicated by the amount of the cheque for the Application Monies.

Completed Application Forms and accompanying cheques should be mailed to:

Modena Resources Limited C/- Computershare Investor Services Pty Ltd PO Box D182 Perth WA 6840

Or delivered to:

Modena Resources Limited C/- Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St George's Terrace Perth WA 6000

Modena Resources Limited Suite B / 150 Hay Street Subiaco WA 6008

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Applicants are encouraged to submit their Applications as soon as possible as the Offer may be closed prior to the scheduled Closing Date without prior notice.

If you have any questions about how to participate in the Offer you should consult your stock broker, accountant, or financial adviser.

Directors and Governance

SECTION

DIRECTORS $\mathbf{E}$

Peter Taylor John Hampshire, Non-Executive Chairman $CA$

Mr Hampshire has been a stockbroker and investment banker for 35 years. He started his career with Slater Walker Merchant Bank in London before moving back to Australia and spent 4 years with Merrill Lynch International. Mr Hampshire then joined Jacksons stockbrokers, followed by a period consulting to and director of both private and public investment and resource companies. Mr Hampshire was a stockbroker with Southern Cross Equities before joining Bell Potter Securities when he became Director of Investments for Admerex Limited.

During his career, Mr Hampshire has consulted to and advised a number of private and public companies in the areas of investment strategy, capital raising and currency and hedging strategies.

Mr Hampshire has also advised on a number of takeovers including the sourcing, execution and takeover of ARIMCO Ltd.

Mr Hampshire has been a director of six public companies and is currently Chairman of White Cliff Nickel Ltd.

Neville John Bassett, Non-Executive Director

BBus., CA

Mr Neville Bassett is a Chartered Accountant operating his own corporate consulting business, specialising in the area of corporate, financial and management advisory services. Mr Bassett consults to a number of publicly listed companies and private company groups in a diversity of industry sectors such as stockbroking, property and resources. He is a director or company secretary of a number of public and private companies.

Mr Bassett has been involved with numerous public company listings and capital raisings. His involvement in the corporate arena has also taken in mergers and acquisitions, and includes significant knowledge and exposure to the Australian financial markets. Mr Bassett has a wealth of experience in matters pertaining to the Corporations Act, ASX listing requirements, corporate taxation and finance.

Mr Bassett is a director of Westar Capital Limited, the holder of an Australian Financial Services Licence.

Craig Steven Willis, Executive Director

Mr Willis is currently a director of Acclaim Exploration Limited and previously with listed company Syntech Group Limited. He has significant experience in dealing with government instrumentalities pertaining to contract negotiations between private and public entities. He has previously project managed a number of successful operational developments within Australia Post. He has considerable project management and technology development experience, holding a number of public and private company directorships.

CORPORATE GOVERNANCE STATEMENT 6.2

Modena Resources Limited has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent they are applicable, the Company has adopted the Ten Essential Corporate Governance Principles and Best Practice Recommendations ("Recommendations") as published by ASX Corporate Governance Council.

A summary of the Company's corporate governance practices is set out below.

Summary of Board Charter

The Board is collectively responsible for promoting the success of the Company. The Board supervises the Company's framework of control and accountability systems and ensures the Company is properly managed. The Board also approves and monitors major capital expenditure, capital management, and acquisitions and divestitures. It approves the annual budget and monitors the financial performance of the Company as wells as its financial and other reporting. The Board provides overall corporate governance to the Company. including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company. The Board has agreed to guidelines for assessing materiality.

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The Board appoints (with shareholder ratification) and liaises with the external auditor and Audit Committee (if applicable). The Board is also responsible for monitoring and ensuring compliance with all of the Company's legal obligations.

The chairperson is responsible for leadership of the Board, for the efficient organisation and conduct of the Board's function. The roles of the Managing Director, independent directors and management are summarised in the Charter.

Summary of Audit Committee Charter

The role of the Audit Committee (or its equivalent) is to monitor the integrity of the financial statements of the Company and review significant financial reporting judgments. The Audit Committee (or its equivalent) also reviews the Company's internal financial control system, risk management systems and any internal audit function.

The Audit Committee (or its equivalent) monitors and reviews the external audit function including matters concerning appointment and remuneration, independence and non-audit services. The Audit Committee (or its equivalent) also performs such other functions as assigned by law, the Company's constitution, or the Board.

The Audit Committee (or its equivalent) has the power to conduct or authorize investigations into matters within the committee's scope of responsibilities and has the authority, as necessary, to retain independent legal, accounting or other advisors.

Summary of Nomination Committee Charter

The role of the Nomination Committee (or its equivalent) is to determine the state of director nominees for election to the Board and to identify and recommend candidates to fill casual vacancies. The Nomination Committee (or its equivalent) regularly reviews the size and composition of the Board, and makes recommendations to the Board on any appropriate changes.

The Nomination Committee (or its equivalent) establishes evaluation methods of rating the performance of Board members and implements ways of enhancing the competency levels of directors. The Nomination Committee (or its equivalent) also provides directors with access to ongoing education relevant to their position in the Company.

Summary of Remuneration Committee Charter

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The function of the Remuneration Committee (or its equivalent) is to assist the Board in fulfilling its corporate governance responsibilities with respect to remuneration by reviewing and making appropriate recommendations.

The Remuneration Committee makes decisions (as it is comprised of the full Board) with respect to appropriate remuneration and incentive policies for executive directors and senior executives.

The Remuneration Committee (or its equivalent) ensures that executive remuneration packages involve a balance between fixed and incentive pay, reflecting short and long term performance objectives appropriate to the Company's circumstances and objectives.

The Remuneration Committee (or its equivalent) ensures that fees paid to non-executive directors are within the aggregate amount approved by shareholders and makes recommendations to the Board with respect to the need for increases to this aggregate amount at the Company's annual general meeting.

The Remuneration Committee (or its equivalent) reviews and makes recommendations concerning long-term incentive compensation plans and continually reviews and if necessary improves any existing benefit programs established for employees.

Summary of Remuneration Policy

Emoluments of Directors and senior executives are set by reference to payments made by other companies of similar size in the industry, and by reference to the skills and experience of the Directors and executives. Details of the nature and amount of emoluments of each Director of the Company are disclosed annually in the Company's annual report.

The Company's policy is to remunerate non executive directors at market rates (for comparable companies) for time, commitment and responsibilities. Fees for non-executive directors are not linked to the performance of the Company. The maximum aggregate amount of fees that can be paid to non executive directors is subject to approval by shareholders at General Meeting.

Executive pay and reward consists of a base salary and performance incentives. Long term performance incentives to date have comprised options granted at the discretion of the Board in order to align the objectives of executives with shareholders and the Company.

Summary of Code of Conduct

This Code of Conduct sets out the principles and standards which the Board, management and employees of the Company are encouraged to strive towards when dealing with each other, shareholders and the broad community.

The Company is to comply with all legislative and common law requirements which affect its business. The Company will deal with others in a way that is fair and will not engage in deceptive practices.

The Code of Conduct sets out directives for Directors, management and staff relating to conflicts of interests, protection of the Company's the assets and confidentiality.

Summary of Policy and Procedure for Selection and Appointment of New Directors

The Board considers and selects candidates for the Board by reference to a number of factors. Directors are initially appointed by the full Board, subject to election by shareholders at the next general meeting.

Summary of Process for Performance Evaluation of the Board, Board Committees, Individual Directors and Key Executives

The chairperson is responsible for conducting an annual review of the Board performance.

Summary of Policy for Trading in Company Securities

The Board has adopted a policy and procedure on dealing in the Company's securities by directors, officers and employees which prohibits dealing in the Company's securities when those persons possess inside information. It also provides that the written acknowledgement of the chairperson should be obtained prior to trading.

Summary of Compliance Procedures

Detailed compliance procedures for ASX Listing Rule disclosure requirements have been adopted by the Company. It appoints an officer of the Company to be responsible for compliance. It is detailed in its application covering the following areas:

1. appointment of the responsible officer and description of his/her duties;
1. identifies area of risk for the Company;
1. provides guidelines for:
(a) identifying disclosure material; and
(b) monitoring share price movements;
1. guide for use of trading halts;
1. guide for decision making process;
1. details on record keeping;
$7.$ education of Board and management:
1. confidentiality:
1. release of disclosure material; and
1. updating of compliance procedures.

Summary of Procedure for the Selection, Appointment and rotation of External Auditor

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as per the recommendations of the Audit Committee (or its equivalent) with the decision being ratified by shareholders at the next annual general meeting of the Company.

Candidates for the position of external auditor of the Company must be able to demonstrate complete independence from the Company and an ability to maintain independence through the engagement period.

The Audit Committee (or its equivalent) will review the performance of the external auditor on an annual basis and make any recommendations to the Board.

Summary Shareholder Communication Strategy

The Board aims to ensure that the shareholders are informed of all major developments affecting the Company. All shareholders receive the Company's annual report. The Company maintains a website on which the Company makes certain information available on a regular basis.

Summary of Risk Management Policy

The Company has established a risk management policy which sets out a framework for a system of risk management and internal compliance and control, whereby the Board delegates day-to-day management of risk to the managing director. The managing director, with the assistance of senior management as required, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Board on risk management. The policy also sets out the Company's risk profile.

As the Company's activities develop in size, nature and scope, the size of the Board and 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 from the Recommendations.

Principle 2

Recommendation 2.4: The Board should establish a Nomination Committee

Notification of Departure: A separate nomination committee has not been formed.

Explanation of Departure: Due to the small size and structure of the Board, a separate nomination committee was not considered to add any efficiency or other benefits to the Company. The Board considers that it is more appropriate to discuss nomination related matters on an on-going basis, as required. When considering matters of nomination, the Board functions in accordance with the Nomination Committee Charter.

Principle 4

Recommendation 4.2, 4.3: The Board should establish an audit committee and structure it in accordance with Recommendation 4.3

Notification of Departure: A separate audit committee has not been formed and therefore is not structured in accordance with the compositional recommendation. Further, Mr Cozijn maintains the chair during audit related discussions.

Explanation for Departure: The role of the audit committee is carried out by the full Board. The Board considers that given its size and composition, no efficiencies or other benefits would be gained by establishing a separate committee. When considering audit related matters, the Board functions in accordance with its Audit Committee Charter. The Audit Committee Charter also provides that the Board may meet with the external auditor, without management present, as required.

Principle 9

Recommendation 9.2: The Board should establish a Remuneration Committee

Notification of Departure: A separate remuneration committee has not been formed.

Explanation for Departure: The Board considers that no efficiencies or other benefits would be gained by establishing a separate remuneration committee. However, similar to its approach to nomination and audit related matters, the Board has adopted a Remuneration Committee Charter, which it applies when convening as the remuneration committee. In addition, all matters of remuneration will continue to be determined in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no directors participate in any deliberations regarding their own remuneration or related issues.

SECTIOI

Modena Resources and its Projects

$7.1$ BACKGROUND

The Company was incorporated in Western Australia on 17 May 2006 as "Snowdome Investments Limited". The Company changed its name to "Modena Resources Limited" on 14 September 2006.

By letter of agreement dated 22 December 2006, the Company acquired from a 10% working interest in two petroleum lease blocks located in the South Lost Hills field area, Kern County, California, USA. A summary of this Nuenco letter of agreement is contained in Section 12.7.

On 12 February 2007, the Company entered into the Murviel Share Sale Agreements pursuant to which, subject a number of conditions, the Company will own 100% of Murviel, a company which holds a 10% working interest in the Wilson Prospect on Padre Island. A summary of the Murviel Share Sale Agreements is contained in Section 12.7.

$7_e$ CORPORATE OBJECTIVES AND STRATEGIES

The Company's principal objective is to become a successful oil and gas exploration and production company. It intends to be characterised by and committed to applying the Company funds in an efficient manner and providing above average and sustainable returns through both capital appreciation and the payment of dividends when in a position to do so.

In order to achieve its objectives the Company has developed the following strategies:

Short term. Participate in the proposed drilling programs on the Modena Properties and continue to secure other farm-in opportunities.
Medium term. Participate in the development of wells drilled, if economically viable, and to establish positive cash flows. Continue to explore the Modena Properties and new areas of interest acquired. Source and participate in exploration and development opportunities in the USA and other parts of the world.
Long Term. Develop a capacity to independently access, develop and operate oil and gas opportunities and pay dividends.

Ī.

$7.3$ THE MODENA PROPERTIES

$7.3.1$ South Lost Hills Properties (10% working interest)

The Company has acquired a 10% working interest in two lease blocks each with an area of approximately 640 acres in Kern Country, California, USA. This acreage is situated just south and adjacent to the southern limit of a major oil and gas producing area known as the South Lost Hills field.

The project area comprises leases covering all of the following described lands:

Block A Acreage:	Section 1: North Half (N/2) and the Southeast Quarter (SE/4); Section 2: Northeast Quarter ( $NE/4$ ) – all Township 28 South,
	Range 21 East, M.D.B. & M; and Section 27, Township 27 South Range 21 East, M.D.B. & M.
Block B Acreage:	Section 7: Township 28 South, Range 22 East, M.D.B. & M.

The South Lost Hills Prospect is located near the south end of a prominent anticlinal trend. More specifically, it is on the south plunge of the Lost Hills anticline, on which is located the giant Lost Hills oil and gas field. The Lost Hills field has produced in excess of 360 million barrels of oil and 610 billion cubic feet of gas since discovery on 1910. Production is from Pleistocene and Pliocene sands and Miocene fractured shale.

The farm-in leases are located on the south plunge of this anticline adjacent to oil and gas production in the Miocene Reef Ridge and Monterey shales. Historically, production has been developed in the Miocene farther and farther down the south plunge over the past 25 years. The occurrence of Pliocene gas this far down plunge is a new development, however, and indicates the existence of trapping faults. The farm-in wells will help define these fault traps.

The Lost Hills 2-1 well in Sections 1 and 2, T28S-R21E encountered dry gas in a Pliocene Calitroleum sand at 3000 feet. This well is located in the southwest quarter of Section 1 and bottomed in Section 2. The balance of Section 1 and the northeast quarter of Section 2 are held by Ivanhoe Energy (Block A Acreage), and provide excellent offset locations to the Lost Hills 2-1.

A well named Citrus # 7 was drilled within the Block A Acreage as an appraisal well of the South Lost Hills shallow gas discovery made by Orchard Petroleum Ltd on the adjacent South Lost Hills Acreage. Citrus #7 was designed to intersect zones of interest in Pliocene, San Joaquin and Etchegion formations.

At the end of January 2007, the Citrus #7 well had been completed to a total depth ("TD") of 5,000 feet with wire line logs indicating good gas shows in a deeper Diatomite section with some indications of oil. The initial TD was planned for 4,000 feet but the participants decided to deepen the well upon encountering an unexpected encouraging diatomaceous formation with good and improving hydrocarbon shows and reservoir quality as the depth increased.

Although gas shows were present in the shallower Pliocene sands the review of the wire line logs showed they were wet. On deepening the well, Citrus # 7 encountered approximately 500 feet of diatomaceous formation before drilling ceased due to restrictions in the rig's capability to drill further.

In June 2007, the operator commenced the deepening of the Citrus # 7 well (from the 7 inch casing shoe set in January 2007 at 5,012 feet) and the well reached a final TD of 9,375 feet on 16 July 2007. During the conditioning process, to prepare the wellbore to run electric logs to evaluate the oil and gas shows encountered in the deepened section of the well, significant water inflow and trip gas was encountered which complicated well control. Due to the potential adverse commercial ramifications of completely losing well control, the operator decided to plug and abandon the well in the lower open hole section.

The operator is now considering the hydrocarbon shows in the diatomaceous formation above casing point. Drilling on the Block B Acreage will commence on completion of a technical evaluation of Citrus #7.

To earn its 10% working interest, the Company is required on a 17% for 10% promote to participate in the drilling of a well on Block A Acreage (completed), a second test well on Block B Acreage and to contribute its 10% working interest in the remainder of both the Block A Acreage and Block B Acreage. The Company's share of estimated costs to drill the test well on Block B Acreage and to continue technical evaluation and development of the Citrus prospect is \$1,250,000.

$7.3.2$ Wilson Prospect

The Wilson Prospect located in Padre Island, Texas, USA, on the Gulf of Mexico coastline lies within a proven hydrocarbon producing area. The Padre Island Joint Venture (PIJV) project area has drilling leases covering an estimated area of approximately 25,000 acres. The PIJV has acquired and is interpreting 124,000 hectares of 3D seismic data within the project area. The details of the PI project leases which the Company has farmed in are contained in Section 7.4.

The PI project's neighbours around PI include experienced industry players Royal Dutch Shell Plc, Exxon Mobil Corporation, El Paso Corporation, Woodside Petroleum Limited, Houston Oil & Gas, Santos Limited and Spinnaker Exploration Company.

The pipeline infrastructure in the project area is excellent, with ample excess capacity to deliver new gas. Houston pipeline operates a 8 inch line on the island with spare capacity of 50 million cubic feet of gas per day ("MMCFD"), and a 20 inch line tying to the Corpus Christi grid, which has additional capacity of about 200 MMCFD. This infrastructure and capacity should allow new discoveries to come online quickly. Vehicular access to the island is limited to a causeway connecting it to the mainland southeast of the city of Corpus Christi. Wilson Prospect is located about 15 miles south of this causeway and is easily accessible.

The PIJV project area comprises multiple play types including smaller, low risk, shallow prospects and larger, deeper prospects which have seen little drilling attention. The agreements governing the PIJV project were recently restructured so that the project now comprises a number of separate joint ventures in the different depth zones. The Company and its partners form one of the joint ventures.

The first well to be drilled on the Wilson Prospect, Kindee ST 949#1, was spudded on 7 February 2007.

Four zones of interest were found in the Marg Tex interval, with the deepest zone, the Marg Tex 35 sand, tested at rates up to 3.3 MMCFD through a 10/64 inch choke. The well was shut in and the choke size reduced to 8/64 inches. It was then flowed for 27 hours and achieved a final flow rate of 1.8 MMCFD, 3 barrels of oil per day and 56 barrels of water per day. Flow tubing pressure was 6,007 psi.

Tests have been performed on two of the remaining three zones. The shallowest zone flowed small amounts of gas and water and hence is not suitable for commercial production. The operator believes that the next shallowest tested zone was damaged by the material used to cure lost circulation during drilling. This zone failed to flow any appreciable amount of fluids despite electric logs indicating strong indications that gas was present. This zone will be re-tested with drilling of the delineation well. The delineation well (ST949#2) will be designed to avoid the use of lost circulation material reducing the risk of damaging the zone. Mechanical difficulties have impeded the testing of the final zone and that may be tested in the ST949#2 well.

The joint venture decided that, rather than persist with testing operations in poor well bore conditions, it was better to complete the well for commercial production in the bottom zone and avoid problems further up the hole.

Strong prevailing US gas prices represent a major incentive to bring Wilson Prospect properties into production as soon as possible.

To earn its 10% working interest, the Company is required to participate in the drilling of an exploration well on the Wilson Prospect (completed) and to contribute its 10% working interest of all joint venture costs in respect of the permits farmed into. The Company's share of estimated costs to drill the proposed delineation well is \$1,067,073.

TITLE AND LEASEHOLD INFORMATION $7 +$

As detailed above and elsewhere in this Prospectus, the Company has acquired a 10% working interest in each of the South Lost Hills Properties (Section 7.3.1) and the Wilson Prospect (Section 7.3.2).

The South Lost Hills project area comprises leases covering all of the following described lands:

Block A Acreage:	Section 1: North Half (N/2) and the Southeast Quarter (SE/4); Section 2: Northeast Quarter (NE/4) - all Township 28 South, Range 21 East, M.D.B. & M; and Section 27, Township 27 South, Range 21 East, M.D.B. & M.

Block B Acreage: Section 7: Township 28 South, Range 22 East, M.D.B. & M. The Wilson Prospect comprises the following leases:

Lessor	Lessee	Lease Date	Description	Vol.	Page
Texas General Land Office	BNP Oil & Gas Properties Ltd	07/10/2001	All of Tract 945-S, Gulf of Mexico, Kleberg County, Texas, save and except the East 640 acres thereof, said land covering 445 acres, more or less, as shown on the Official Map of the Gulf of Mexico now on file in the Texas General Land Office, Austin, Texas.	222	179 KL
Texas General Land Office	BNP Oil & Gas Properties Ltd	07/10/2001	All of Tract 949-S, Gulf of Mexico, Kleberg County, Texas, containing approximately 705 acres as shown on the Official Map of the Gulf of Mexico now on file in the Texas General Land Office, Austin, Texas.	222	186 KL

In the USA, the owner of the surface estate generally owns the mineral estate underlying the same unless the surface estate and mineral estate ownership has previously been separated by conveyance. The surface and mineral estate can be owned by any legal entity including individuals, businesses, public organisations and the state or the federal government.

The process of obtaining development rights to oil and gas reservoirs in the USA generally, and equally applicable to Texas and California, is through the acquisition of oil and gas leases. This process is complex given that over time the ownership of the mineral estate may have been conveyed or otherwise changed.

The process to independently verify that a party is dealing with the correct and sole holders of the mineral rights and to analyse the full rights and restrictions applying to the interest held by those parties requires a detailed title opinion from appropriately qualified and experienced lawyers. This can be a lengthy and expensive process and the final title opinions are often the subject of numerous qualifications. It is therefore customary that such title opinions are not obtained until a party proposes to conduct a drilling operation and/or expend significant amounts of money on a particular lease.

The owner of mineral rights has the right to explore for and produce the mineral estate it owns. This right is exercised most frequently by the execution of oil and gas leases in favour of parties who will undertake the actual operations to recover these minerals.

Oil and gas leases on privately (non state) owned mineral rights are typically entered into by the owner of the mineral estate in favour of a lessee who agrees to perform drilling and production operations. The terms of these oil and gas leases are a matter of negotiation between the owner of the mineral estate and the lessee and will therefore vary for each mineral property.

Before any operations may be commenced in search of oil and gas by drilling on any lease, it is necessary for the operator to ascertain and obtain all county, state and federal permits applicable to the drilling location. Failure to do so may result in stoppage of work and/or penalties and fines.

OTHER OPPORTUNITIES $7.5$

The Directors intend to pursue further working interest opportunities in the oil and gas sector. The focus of the Company will be on pursuing opportunities, irrespective of their locality and taking into account the geological and economic merit of opportunities presented, and importantly the experience of any proposed joint venture operator in the oil and gas sector in the USA.

The Company does not currently envisage taking an operating role resulting from any future participation interest, however, should an opportunity present that the Directors were of the opinion that it was in the interests of the Company to take an operatorship, the Directors believe they could source appropriate personnel to bring together the skills necessary to successfully operate oil and gas properties.

In the review of opportunities, the Board does not intend to focus future efforts on any particular country, although the Board currently favours participation in onshore rather than offshore opportunities.

SECTION

Independent Geologist's - RIGEL Petroleum Consulting

March 15, 2007

Modena Resources Limited Suite B, 150 Hay Street Subiaco, Perth Western Australia 6008

RE: Independent Geologic Evaluation

Dear Sirs.

I have prepared the attached geologic evaluation at the request of Modena Resources Limited (Modena) for inclusion in a Prospectus in which Modena proposes to issue and sell shares, the proceeds of which are to be used to purchase a working interest in two petroleum lease blocks located in the South Lost Hills field area, Kern County, California, USA.

I am a consulting geologist with over 40 years of varied experience in diverse geologic settings in California, other producing areas in the USA, the Middle East, South America, and Australia.

I have no monetary or business relationship with Modena Resources Ltd. other than as the author of the attached independent report that describes the geology and production characteristics within the area in which Modena intends to invest. The fee received for preparation of the report is not dependent on the opinions or conclusions expressed therein nor on the future success that Modena has as an investor in the area discussed.

The attached report will be included in the proposed Prospectus in the form and content in which it is offered. The data used in compiling the report has been derived primarily from my personal files and working knowledge as well as from the files of the California Department of Oil & Gas. The data is believed to be reliable and accurate. I cannot, however, guarantee the accuracy of all of the

Sincerely.

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Ray Pennell

Ray Pennell 2201 "F" St. [email protected]

Bakersfield, CA 93301 Ph. 661-706-0930

GEOLOGIC EVALUATION OF THE BLOCK A - BLOCK B AREA

A. Overview

Modena Resources Ltd. proposes to become a working interest owner in two lease blocks each approximately 640 acres in area, known as Block A-Block B, that are located in Sections 1 and 2, T 28S-R21E and Section 7, T28S-R22E, Kern County, California. This acreage is situated just south and adjacent to the southern limit of a major oil and gas producing area known as the South Lost Hills field (see attached maps).

The overall Lost Hills producing trend is approximately 12 miles in length and up to 2 miles in width. Continual southward extension of the proven field area. toward the acreage in which Modena intends to purchase a working interest, has taken place over the last few years with new drilling by several operators.

The Lost Hills field is located along the crestal portion of a doubly plunging anticline which trends NW-SE. This structure lies parallel to other major anticlinal producing areas in the southern San Joaquin Basin. These large anticlinal uplifts were formed relatively recently during Plio-Pleistocene time and can be considered to still be in a formative stage since they are located in a tectonically active area which is dominated by continuing earth movement along the San Andreas Fault. The Lost Hills field produces from a large number of separate reservoir units that range from Pleistocene to Upper Miocene in age which are distributed throughout a 9000 foot vertical interval. Older and deeper potential reservoir rocks of Middle Miocene-Eocene age have not been evaluated in this major structural trend although equivalent rocks produce in nearby structural uplifts with similar geologic characteristics. To date, the Lost Hills field has produced over 360 million barrels of oil and 610 billion cubic feet of gas. Remaining reserves for the field area are estimated to be in excess of 120 million barrels of oil and 130 billion cubic feet of gas.

B. Stratigraphy

The producing zones in the Lost Hills area vary greatly in lithologic type. The shallowest potential producing zone, the Pleistocene Tulare formation, consists of continental type deposition of sand and shale beds which produce heavy 12°- $20^{\circ}$ crude oil. The Tulare sequence is not expected to be productive within the

outline of the acreage proposed for acquisition by Modena but should not be ignored when evaluating the section drilled in new wells.

The Pliocene Etchigoin formation underlies the Tulare, is approximately 2000' thick and is composed of shallow marine sands, clays, and shales. The sands in this sequence are erratic in distribution but are sometimes found to be gas bearing as they pinchout in an updip direction on the flank of the structure. This zone would be a possible producing horizon in the Block A-Block B acreage.

The principal targets for production in the Block A-Block B acreage lie within the Upper Miocene sequence which has a total thickness of ±5000 feet. This zone from top to bottom, includes the Reef Ridge, Antelope, and McDonald formations. Erosion of Upper Miocene beds due to uplift occurred in Lower The uppermost Reef Ridge depositional sequence, which consists of diatomaceous clay, was removed by erosion from the crestal area of the Lost Hills anticline. However, at least a portion of this sequence was preserved in the Block A-Block B acreage and environs because it was located in a lower structural position during the period when the erosion occurred. This diatomaceous clay sequence is a potential producing zone where present in the proposed Modena acreage.

The Reef Ridge, Antelope and McDonald formations all contain potential producing intervals. These formations are made up of shales, siliceous shales, claystones, thin tight sands and diatomites, all of which are not commonly considered major producing horizons. However, in the southern San Joaquin Basin these rocks have produced billions of barrels of oil and billions of cubic feet of gas. The oil and gas in these relatively "tight" (i.e., non permeable) rocks was generated in situ and is economically producible due to the naturally fractured nature of the reservoir rocks combined with the development of methods, such as sandfrac, that are used as a means of increasing effective permeability and the ability of oil to flow. Oil and/or gas shows can be encountered throughout the entire Upper Miocene interval, but economic production depends to a major degree on the presence of natural fractures and the ability to stimulate flow from oil bearing zones by mechanical and other means.

The Upper Miocene beds have shows of oil and gas in both old and new wells drilled in the prospective Modena acreage and the acreage has the potential to produce if drilled, evaluated, tested and stimulated through the full use of modern engineering techniques.

C. Geologic Structure

As stated above, the Lost Hills field is a doubly plunging anticline and the Modena targeted acreage lies on the south plunge of the structural high. Large anticinal structures in the San Joaquin Basin, such as Lost Hills, have been formed as the result of wrench fault tectonics. They are basically flower structures which trend NW-SE and are bounded on each flank by large deep-

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seated reverse faults. Both normal and reverse faults are also present in the shallower beds on the structure, but in the Modena area they generally have relatively minor vertical movement. These faults may be trapping mechanisms but usually they have not proven to be important as reservoir boundaries in the Lost Hills area.

The Modena acreage of interest lies several thousand feet downdip from the crest of the Lost Hills structure. Shows of oil and gas have been encountered in wells previously drilled in the Block A-Block B. Shows possibly will continue to be encountered in new wells drilled toward the south along the plunging crest of the structure. The possibility of achieving economic production as the target zones become deeper will depend on successful stimulation of zones with shows and not on structural position on the trend.

D. Previous Drilling

There have been a number of wells drilled both in and around the Block A-Block B acreage. Most represent relatively old well bores which did not penetrate deep enough to test what has more recently become obvious target zones. The few wells that were deep enough to penetrate down through the entire prospective Upper Miocene sequence usually did no testing of these zones. The minimal amount of testing which was undertaken did not thoroughly evaluate the potential of intervals which log data shows and the use of modern techniques would now indicate to be possible economic producing zones.

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A major problem while drilling 30 or more years ago in this area was the unfounded fear by operators that they would encounter overpressured gas zones which could not be controlled, thus leading to the loss of a well due to a blowout. Wells were therefore drilled with excessive mud weight that tended to mask hydrocarbon shows. Also, the poor quality of the drilling fluid used could have created damage to the flow potential of these wells, even if they had received an adequate test. Previously drilled locations, if drilled today, would undoubtedly be tested and completed in an entirely different manner and would therefore have the possibility of making successful completions. The conclusion reached from study of the drilling that has transpired to date in Block A-Block B area and environs is that the geologic intervals that produce just north and adjacent to the Modena area of interest are also present in Block A-Block B, that they contain hydrocarbons, and that through the use of new technology, the acreage has the potential for economic production.

There have been two wells drilled within the boundaries of Block A-Block B acreage. The Citrus 1 well, which is a relatively new test drilled in the northcentral portion of Block A, is only ±3000 feet to the southeast of producing well Seneca-99 located in Section 36, T27S-R21E (See Type Log). The Citrus well only penetrated the upper portion of the Miocene Reef Ridge section and is

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slated to be drilled into the deeper more prospective Upper Miocene zones where it could possibly make a completion.

Chevron 515X-7, which is an exploratory test located in Block B, was drilled in 1975 to test the section down to the base of the Upper Miocene. The main targets in this well were potentially productive sand intervals in the Antelope formation which produce prolifically to the south and west of the Lost Hills area. The well encountered poorly developed hydrocarbon-bearing sands and a very short test of a thin interval yielded oil and gas cut drilling fluid. The formation test completed in 515X-7 well was non-diagnostic as an indicator of production potential from the overall Antelope interval which yielded good oil and gas shows in the drilling fluid throughout the entire Antelope and McDonald formations and also had shows in a core recovered from the Antelope sequence. The 515X well also had strong gas shows while drilling in the overlying Etchegoin and Reef Ridge sections and may have had potential for oil production from the diatomite sequence previously mentioned. In short, this well appears to have yielded encouraging data that indicates production from several zones in Block B is a possibility even before any new drilling or testing is undertaken.

E. Potential Producing Zones

1. Pliocene Etchegoin-San Joaquin Sands

The Pliocene San Joaquin-Etchegoin sequence in the Block A-Block B area includes many relatively thin fine-grained sands that at times appear to be gas bearing. The Pliocene section has produced considerable gas reserves to the south and east of the Lost Hills trend. Individual sands in the San Joaquin-Etchegoin sequence do not generally show widespread continuity and often have a relatively low permeability. Nevertheless these sands have produced large volumes of gas on occasion and evaluation and testing of thin sand zones should not be ignored. Gas has been tested from the Etchegoin in the area adjacent to the southwest corner of Block B and log analysis using the Neutron- Density tool for evaluation should be completed whenever this zone is penetrated.

The potential for the presence of gas producing San Joaquin-Etchegoin sand reservoirs is difficult to assess prior to drilling due to the unpredictability of sand distribution and the difficulty of defining trap shape and limits without having a relatively large number of closely spaced data points from well penetrations. Therefore, the evaluation of the gas potential of the San Joaquin-Etchigoin section should be a priority in new well bores drilled in the updip portion of the Lost Hills structure. The low permeability of San Joaquin-Etchigoin sands may restrict flow but fracing of these zones is not recommended because of their unconsolidated nature, high clay content, and difficulty in determining areal extent with the limited well control available. Acidizing these sands usually only causes further loss of permeability.

2. Upper Miocene Shaley Diatomite Sequence

The presence of a sequence of shaley siliceous diatomite rocks has recently been shown to be present at the top of the Reef Ridge sequence in the Block A-Block B area. This type of reservoir rock, which produces prolifically in many areas in the San Joaquin Basin, has been identified in Block A in the Citrus-1 well (Section 1 T28S-R21E) as a result of detailed study of samples acquired while drilling. Further study indicates the sequence also appears to be present in the recently drilled Jack Hamar 1-1 well (Section 1, T28S-R21E) and the previously drilled Chevron 515X well in Block B. This rock type has not been tested for production potential in the Block A-Block B area but needs evaluation. If found to be productive, this zone could be an important source of oil production, since it is apparently present throughout the Modena acreage of

3. Upper Miocene Reef Ridge-Antelope-McDonald zone

The Upper Miocene Reef Ridge-Antelope-McDonald zone consists of ±1500 feet of siliceous shales, diatomites and thin sands which provide the production presently being developed in the acreage adjacent to the north boundary of Block A. The productive zones vary greatly in thickness and lithologic type and are encountered throughout the overall vertical sequence (See Type Log). The producing zones present to the north of Block A-Block B should extend southward following the structural crest of the Lost Hills anticline. The Upper Miocene interval should contain faulting which may or may not create possible reservoir boundaries.

Production capability of wells drilled in Block A-Block B should be similar in that seen in wells being produced from this zone in Sections 35-36, T27S-R21E. Well Citrus 7 is slated to be deepened to test this zone in the near future. Well 515X-7, a Block B well drilled in 1975, penetrated this zone, and had oil and gas shows throughout its vertical extent. A short drill stem test was made in this interval and recovered oil but was not adequate to define the productive potential of the overall sequence.

The Reef Ridge-Antelope-McDonald series of rocks must be completed using sandfrac or other methods of stimulation since the presence of fractures is important to achieve economic producing rates from these types of formations. The sequence in 515X was oil bearing and did produce some oil without stimulation which is a positive sign for possible production from the Block A-Block B acreage. There will be hydrocarbons in this zone in the Modena acreage. What is needed is verification of economic production potential by drilling, and thorough testing using modern techniques.

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Summary

There is no doubt that there are multiple potential producing zones present in the Pliocene-Upper Miocene rocks throughout Block A-Block B acreage and environs. The economic value of these potential reservoirs will be determined by the drilling of new wells, and most importantly by the manner these wells are drilled, tested and completed. Since the potential producing zones in the Block A-Block B acreage are deeper than they are in the nearest productive wells to the north, the development of updated frac techniques tailored to the Modena acreage may be the most important key to reaching economic producing rates, at least from the principal target zones in the Upper Miocene section. The development of significant gas production from the Pliocene rocks is a possibility if evaluation and completion is done in a detailed and thorough manner.

The reservoir rock types that are present in the Block A-Block B area will necessitate the drilling of a considerable number of new wells on a relatively small spacing interval so as to provide adequate drainage of any reservoirs encountered.

SECTION 9

Independent Geologist's Report - Carrera Geophysics, LLC

Independent Technical Evaluation

Evaluation of Modena Resources Limited Assets, Gulf of Mexico, USA Wilson Field

July 31, 2007

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Carrera Geophysics, L.L.C. 8329 Winningham Lane Houston, TX 77055 USA 713-304-3008 CELL 713-993-0608 FAX [email protected]

INDEPENDENT TECHNICAL EVALUATION

Table of Contents

È,

Glossary
1. Background Information
a. Location
b. Prospect Description
c. Project History
d. Exploration History
e. Current Status
2. Infrastructure
3. Basis of Evaluation
a. Sources
b. Database
c. Methodology
4. Frio Formation, South Padre Island, Texas
a. Regional Setting
b. Seismic Attributes
c. Field Analogs
i. Upper Frio
ii. Middle Frio
5. Wilson Prospect Evaluation
a. Description
b. Land
c. Risk ………………………………………………………………………………………………
d. Reserves Estimate
6. Value
7. Conclusions
Declarations

$1.$ Wilson location map.
$\overline{2}$ . Aerial view, Wilson surface pad.
$3.$ South Padre Island area infrastructure.
Structure map, Marg Tex marker, near intermediate test zone. 4.
Structure map on Marg Tex 35 reservoir. 5.

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INDEPENDENT TECHNICAL EVALUATION

Glossary

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AMI:	Area of mutual interest.
Anticline:	A structure in the subsurface in which rock layers have been folded to produce an arch or dome.
Appraisal well:	A well drilled to evaluate the extent of a discovery made by a previous well drilled on the same trap.
Barrel (BBL):	A unit of measurement commonly used in quoting liquid hydrocarbon volumes. 1 barrel $=$ 42 U.S. gallons 35 imperial gallons (approx) 159 liters (approx)
BCF:	Billion cubic feet, or 28.317 cubic meters. A unit commonly used in quoting volumes of natural gas.
BCFG:	Billion cubic feet of gas.
$BHL$ :	Bottom hole location
BO:	Barrel of oil.
BOE:	Barrel of oil equivalent. Used when converting oil and gas into an equivalent unit of volume. Typically, a figure of 6000 CFG per BBLO is used.
BOPD:	Barrels of oil per day, a unit commonly used to describe daily rates of liquids production from a flowing well.
Basin:	A depression in the earth's surface containing relatively thick deposits of sedimentary rocks.
Behind pipe:	A productive reservoir which is isolated from the well bore by the casing.
BTU:	British Thermal Unit. A unit index of energy content in gas.
Casing:	Steel pipe which lines the well bore from surface. The casing isolates subsurface fluids from the well bore and prevents rock material from sloughing off the sides of the well bore.
CFG:	Cubic feet of gas.
Charge risk:	A general term for risk that a source rock exists, that it has been is or still is generating hydrocarbons, that a trap was in place before generation, and that a conduit exists between the source rock and the reservoir.
Clastic:	A modifier describing rocks that were deposited by the mechanical action of water, i.e., being carried in suspension and then dropped when the energy in the flow becomes too weak to support the material. Typically, sandstone and shale.
Closure:	On an isolated structural high, the area enclosed by the lowest closing contour.
Condensate:	A hydrocarbon phase which separates out from natural gas and condenses into liquids when the hydrocarbons are produced.
Cretaceous:	Late Mesozoic time; roughly 140 to 65 million years ago.
Darcy:	1000 millidarcies (see definition for mD below)
Deposition:	The process of depositing unconsolidated sediments, usually in a basin.
DHC:	Dry hole cost. The cost of an unsuccessful well.
Dip:	The angle that a rock surface forms with respect to the horizontal. Can be referenced as degrees, in the case of depth, or, in the case of seismic reflection data, in time (e.g. milliseconds per km).
Dipmeter:	A tool used in logging a well which measures the dip of rock surfaces in the borehole of the well.
DMO:	Dip Moveout. A correction applied to seismic trace processing to account for dip. (See dip above).
DOGGR:	California Department of Conservation/Division of Oil, Gas, and Geothermal Resources

Dry hole:	A well in which no commercial hydrocarbons were discovered.
Exploration well:	A well drilled into a previously undrilled or noncommercial trap to test for the presence of a new hydrocarbon accumulation.
Facies:	An association of rock types which share a common trait. In the case of sedimentary rocks, usually used with reference to the environment in which the sediments were deposited (for example, deltaic).
Fault:	Any brittle failure of rock layers along which rocks are displaced on one side relative to the other.
Fault trap:	A structural trap where at least one of the components of closure is formed by offset of rock layers across a fault.
Field:	A subsurface accumulation of hydrocarbons.
Fold:	Deformation of a rock surface.
Formation:	A formal term used to reference a genetically related rock unit (e.g. the Monterey Formation).
Four way dip:	A simple structure in which rock surfaces dip in all four directions, thus creating structural closure. Often forms a hydrocarbon trap.
GIP:	Gas in place. The volume of natural gas stored in a subsurface accumulation. Differs from recoverable reserves in that some of this gas will not be recovered to the surface due to properties of the rock and/or gas, and in situ pressure.
Geology:	The study of the earth and the processes affecting its crust.
Geophysics:	The study of rock properties and stratigraphy through the use of analytical methods involving various types of data collection and interpretation.
GOR:	Gas-oil ratio: the volume of dissolved gas per barrel of oil.
Hydrocarbons:	A compound of the elements hydrogen and carbon, in either liquid or gaseous form. Natural gas and petroleum are mixtures of hydrocarbons.
Horizon:	A term describing a layer of rock, most typically associated with a seismic reflection.
Lithology:	The physical, sedimentary, or mineralogical characteristics of a rock.
Marine:	Used as a modifier of sedimentary rock to denote deposition in the ocean.
Mature:	Used in association with source rock. A description applied to organic rich rock which is capable, because of sufficient temperature and burial depth, of generating hydrocarbons.
mD:	Millidarcy, a unit of measurement used to describe permeability, i.e., the tendency for liquids to flow through a rock unit. A high permeability indicates a good reservoir.
Migration:	The movement of hydrocarbons from the source rock to the reservoir.
MMBLS:	Million barrels.
MMBO:	Million barrels of oil.
MMBTU:	Million British Thermal Units.
MMCFD:	Million cubic feet of gas per day. A measure of gas flow rates from a producing well.
Monte Carlo:	A methodology for estimating a given quantity based on the statistical distribution of input values on which the quantity depends. Typically, the output quantity is calculated several thousand times (each calculation is called a trial), for each trial using input parameter values extracted randomly according to their statistical distributions. The result is a statistical distribution of output values.
MSCF:	Thousand standard cubic feet at atmospheric conditions.

ASSESSED

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MODENA RESOURCES LIMITED PROSPECTUS 2007

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$N/G$ :	Net to gross ratio. The percentage of a gross thickness of reservoir with sufficient permeability such that it is capable of flowing hydrocarbons.
Net pay:	The net thickness of an oil reservoir which is capable of producing hydrocarbons.
OCS Block:	(Outer Continental Shelf) A commonly referenced unit of area in the offshore USA. An OCS block is the minimum leasing unit in offshore lease sales in the USA and is equivalent to 9 square miles, or 5,760 acres, or about 2,330 hecatres.
Oil:	Liquid hydrocarbons, generally more viscous and darker in color than condensates.
Oil field:	A subsurface accumulation of hydrocarbons.
Oil window:	The depth interval in which source rock can actively generate mobile oil.
OP:	Oil in place. The volume of oil held in a reservoir in the subsurface. Not all of this oil can be recovered.
OWC:	Oil-water contact, which marks the base of an oil accumulation.
P10:	In a Monte Carlo simulation, a measure of the high end expectation of a particular parameter's occurrence. For example, a P10 net pay of 150 ft means that there is a 10% probability that at least 150 ft of net pay will be encountered in a given trial in the simulation.
P50:	In a Monte Carlo simulation, the median value of a particular parameter's occurrence. For example, a P50 net pay of 50 ft means that half of the trials in the simulation encountered a value less than 50 ft.
P90:	In a Monte Carlo simulation, a measure of the low end expectation of a particular parameter's occurrence. For example, a P90 net pay of 25 ft means that there is a 90% probability that at least 25 ft of net pay will be encountered in a given trial in the simulation.
Permeability:	A measure of the ability of liquids to flow through a porous solid. (See mD).
Petroleum:	(See Hydrocarbons)
PINS:	Padre Island National Seashore
Pipeline:	A pipe through which any hydrocarbon or its products is delivered to an end user.
Porosity:	The percentage of open pore space in a rock.
POS:	Probability of success (technical, as opposed to commercial).
Prospect:	An undrilled or poorly understood, and therefore hypothetical, hydrocarbon trap.
Potentially Recoverable Hydrocarbons:	The volume of hydrocarbons that are estimated to be producible from a given trap. Used in the context of a prospect or an undeveloped hydrocarbon accumulation.
PSDM:	Pre-stack depth migration. A seismic processing technique which utilizes rock velocity models to iteratively arrive at a depth converted seismic data volume.
PSTM:	Pre-stack time migration. A seismic processing technique which approximates PSDM but does not build a depth model. The seismic data volume is in two way travel time.
Reflector:	An event observed on a seismic section that usually corresponds to a buried rock surface.
Reserves:	The volume of oil or gas that can be recovered from the subsurface. Generally used in the context of commerciality.
Reservoir:	A porous rock unit in which hydrocarbons occur in an oil field.
Risk:	A measure of uncertainty relating to the likelihood of finding hydrocarbons, or, the likelihood that any or all of the individual geological elements required for the accumulation of hydrocarbons is met.

MODENA AESOUACES LIMITED PAOSPECTUS 2007

Sandstone:	A sedimentary rock composed primarily of sand sized grains, usually quartz. A common hydrocarbon reservoir rock.
SCF:	Standard cubic feet. See MSCF.
Seal:	An impermeable rock unit that prevents hydrocarbons from escaping from the reservoir.
Seismic survey:	A tool employing an energy source, such as dynamite, and recording devices used to measure the travel time from a rock layer to the surface. The primary tool used to detect hydrocarbon traps.
Seismic reflection:	An event observed on seismic data that corresponds to a given rock layer in the subsurface.
Sediment:	Generally, water borne debris that settles out of suspension.
Sedimentary rock:	A type of rock formed by aggregation of sediments.
Shale:	A very fine grained rock often thinly layered. An important seal rock.
Show:	An indication while drilling that hydrocarbons are present in the well.
Silt/siltstone:	A rock whose grain size is intermediate between sand and shale.
Source/source rock:	An organic rich rock (typically shale) capable of generating hydrocarbons under certain conditions of temperature and pressure.
STB:	Stock tank barrel, the volume of a barrel of oil at the earth's surface as opposed to the corresponding volume in the subsurface.
Stratigraphy:	The study of the vertical and horizontal distribution of stratified rocks, with respect to their age, lateral equivalence, and environment of deposition.
Structural trap:	Generally, a hydrocarbon trap formed by dipping rock layers and/or faults.
Structure:	A geological feature usually higher in elevation than the surrounding rock, formed by local deformation of the rock layers.
TCF:	Trillion cubic feet of gas.
Tertiary:	A period of geological time from approximately 2 to 65 million years ago. Subdivided into the Pliocene, Miocene, Oligocene, Eocene, and Paleocene.
Total depth (TD):	The final depth reached when drilling a well.
Trap:	A structure capable of retaining hydrocarbons.
Trend:	A particular direction in which similar geological features are repeated.
TVD:	True vertical depth. The vertical depth below a given datum.
Unconformity:	A break in the succession of sedimentary deposition, commonly associated with erosion of underlying rock units. Often marked by rock surfaces which are non-parallel above and below the unconformity.
Unrisked:	Associated with an estimate of possible hydrocarbons for which a discount attributable to risk has not been applied.
Updip:	Toward a higher elevation on a rock surface.
Uplift:	Elevation by means of geological activity of one surface or area relative to another.
Well log:	A device which records rock physical parameters in the well bore during or after drilling, or, the data obtained by these devices.

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Carrera Geophysics 8329 Winningham Lane Houston, TX, USA 77055

July 31, 2007

The Directors Modena Resources Limited Suite B / 150 Hay Street Subiaco Perth Western Australia 6008

Dear Sirs.

Carrera Geophysics, L.L.C. has been contracted to prepare an independent evaluation of the Wilson discovery into which Modena Resources Limited ("Modena") proposes to invest. This well is located in southeastern Texas, between Corpus Christi and the Mexican border, on South Padre Island (see Figure 1 for geographic terms of reference). Partners in the venture include Kindee Oil & Gas, Texas (operator) with 58.23% WI and Pantheon Resources LP with 31.77% WI. Modena has the remaining 10% interest.

Carrera Geophysics, L.L.C., is responsible for this report as part of this document and declares that it has taken all reasonable care to ensure that the information contained in this report is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

This report has been prepared by Phil Duggan. Mr. Duggan is president of Carrera Geophysics, L.L.C, with 23 years experience in oil and gas exploration worldwide. He has worked in various technical capacities for Arco Oil & Gas, and Landmark Graphics Corporation. He co-founded INEXS (Interactive Exploration Solutions, Inc.) where he served as director, vice-president and then president until 2000. He is currently president of Carrera Geophysics, L.L.C, and is a member of the Society of Exploration Geophysicists, The American Association of Petroleum Geologists, the Houston Geological Society, and the West Texas Geological Society.

Mr. Duggan has not received nor does he expect to receive a direct or indirect interest in either the properties that are subjects of this report, or in securities of the Company or any of its affiliates.

Rutalog

Phil Duggan President Carrera Geophysics, L.L.C.

I. BACHGAOUND INFORMATION

A. LOCATION

Wilson was discovered by Kindee's ST 949#1, located along the coastline of southeastern Texas (Figure 1), just to the southeast of Corpus Christi, Texas. Although the well's surface location is onshore, most of the prospect area lies just offshore in state tracts 949 and 945. An aerial view of the surface pad is shown in Figure 2.

PROSPECT DESCRIPTION B.

Wilson is a faulted three way trap developed in the lower part of the Upper Frio. Both the trap style and targeted reservoirs are closely analogous to other productive structures in the area, such as the BNP La Playa #1, the Novus Mid Frio Unit #1, and the Kelly Bell ST 184 #1. All of these plus others produced from the Marg Tex interval, which was the objective in Wilson.

$C₁$ PROJECT HISTORY

The Wilson discovery and land position has its origins in a joint venture agreement (the "JV") formed in 2001 between operator BNP (40%), Novus Oil & Gas Texas (30%), Moex (20%), and Kindee (10%). BNP drilled three wells as operator in 2002, all of which were completed as Upper Frio gas producers, although only one (BNP La Playa #1) is still flowing. The current leases were acquired under BNP's operatorship.

In 2003 the original JV underwent major changes in structure. First, BNP withdrew, but retained area specific stratigraphic rights to selected Upper Frio prospects, generally above 10,000 feet and mostly thought to be in the range of 3 to 10 BCF. Novus then assumed operatorship for the deeper Middle Frio prospects with a 70% WI, while Moex and Kindee retained their existing 20% and 10% shares, respectively.

In late 2003, Medco Energi of Indonesia announced a hostile takeover attempt on Novus Petroleum, the parent company of Novus Oil & Gas Texas. Medco was ultimately successful and assumed control in July of 2004. Meanwhile, Novus drilled and completed Novus Mid Frio Unit #1 in the Middle Frio, and then discovered gas in its Homerun prospect (Novus ST 174 #1), but the volume was small, and, due to mechanical problems, the well had to be abandoned. However, under Medco's direction, operations on the remaining Middle Frio prospects were effectively halted pending Medco's decision to sell the Novus US portfolio. As a result of this process, Kindee's newly formed and wholly owned subsidiary Kindee Oil & Gas Texas acquired Novus's 70% WI in the portfolio. Subsequently, Kindee acquired Moex's 20% WI, bringing Kindee to a 100% interest.

Kindee (parent Golden Gate Petroleum Ltd) was the operator of the well, with a 58.23% working interest, and partner Pantheon Resources LP has 31.77%. Modena has a 10% W.I.. Wilson spudded on February 5, 2007, and the rig was released on May 31, 2007. The well wil be completed as a gas producer.

Kindee currently produces from three Upper Frio discoveries in the La Playa area, BNP La Playa #1, BNP West Bird Island #1, and the recently recompleted Novus Mid Frio Unit #1. Modena's 10% working interest does not include participation in these wells. The Mid Frio well has produced at a rate of over 4 mmcfd for about a year from the same Marg Tex Zone 35 completed in Wilson.

D. EXPLORATION HISTORY

Exploration in the JV area began in earnest in the 1960's. Several large Upper Frio fields were discovered, notably by Humble (Exxon), Sun, and Chevron, but most have since been depleted. These include Potrero Lopena (46 BCF), Murdock Pass (274 BCF), North Murdock Pass (46 BCF), Bird Island (55 BCF), and Chevron (240 BCF) Fields. Also during this time, a handful of deep wildcats were drilled in deeper Middle Frio structures, mainly by Humble and Mobil, but apart from one modest Humble completion at ST 197#1, these were unsuccessful, and Middle Frio exploration essentially ceased until the recent BNP and Novus operations commencing in 2001.

The first 3D seismic survey was acquired and processed in 1999 and 2000, and was then reprocessed to prestack depth migration. Kindee has a license to the complete 450 square mile survey, but Modena does not have a

E. CURRENT STATUS

Four zones of interest were found in the Marg Tex interval in ST 949 #1. The deepest zone, the Marg Tex 35 sand, was tested at rates up to 3.3 MMCFD through a 10/64 inch choke, and the operator feels that it will likely come onstream at between 2.5 and 3.5 MMCFD. A second zone shows some promise, and third promising zone was untested for mechanical reasons. Wilson is currently awaiting completion and hookup.

$\mathbf{2}$ . INFRASTRUCTURE

The pipeline infrastructure in the project area is excellent, with ample excess capacity to deliver new gas (Figure 3). Houston Pipeline operates a 12 inch line on the island with spare capacity of 120 MMCFD, and a 20 inch line tying to the Corpus Christi grid, which has additional capacity of about 200 MMCFD. This infrastructure and capacity should allow new discoveries to come online quickly, in a matter of a few months, which possibly apart from BNP's West Bird Island discovery has been the experience of previous operators in the JV area.

Vehicular access to the island is limited to a causeway connecting it to the mainland southeast of the city of Corpus Christi. Wilson is located about 15 miles south of this causeway and is easily accessible.

Э. BASIS OF EVALUATION

SOURCES $\mathbf{A}$ .

Information used to generate this report was sourced almost exclusively from Kindee. Other sources of information include a historical production database for the Gulf of Mexico (GOM), as well as personal communication and well reports provided by Kindee.

It should be noted that Modena does not own a license for the 3D seismic data, as does Kindee. This means that Modena will need to rely on Kindee's expertise in utilizing the seismic data in developing the Wilson project, and also that the seismic data could not be consulted as part of this evaluation.

B. DATABASE

Kindee has licensed about 450 square miles (excluding overlapped coverage) of pre-stack time migrated (PSTM) 3D seismic data acquired by WesternGeco in three separate phases from 1999 to 2000. According to Kindee, data quality varies considerably across the area. The quality is said to be good for structural delineation, but of uncertain value for stratigraphic interpretation, as there are questions concerning whether the phase of the data was properly handled prior to stack. In 2003, as part of its evaluation in support of a farmin option, a major oil company reprocessed and merged the northern two-thirds of the data into one merged pre-stack depth migrated (PSDM) data volume to which Kindee also has rights. Kindee claims that data quality in the Wilson area is good.

Kindee has an extensive library of proprietary and publicly released logs and well files, and a number of reports generated by consultants and Novus staff. It also has regional production data which provide some supporting data for Marg Tex reservoir performance.

C. METHODOLOGY

The 3D data volume was mapped by Kindee at both regional and prospect levels, such that trap delineation and, to a lesser extent, approximate age of reservoir section could be evaluated with confidence. Prior to Kindee's purchase of the portfolio, Novus had carried out extensive regional studies which served to provide the context for the Wilson prospect. This information includes hundreds of well correlations and resulting stratigraphic correlation and interpretation, detailed seismic modeling and attribute studies, and in house and third party technical reports. Correlation of the key reservoir targets into the Wilson prospective interval could be made with a reasonable degree of confidence.

Kindee's seismic license allows Modena to view its interpretation. Map quality was good, and in most cases the smooth color depth surfaces provided evidence of the quality of the data.

FRIO FORMATION, SOUTH PADRE ISLAND, TEXAS 4

REGIONAL SETTING A.

The Oligocene Frio sediments were deposited on a passive margin, sourced from the west, as a series of coalescing fluvial-deltaic sequences grading eastwards into slope and basin floor equivalents. The depositional style is characterized by relatively high sedimentation rates in which sediments continued to prograde basinward over time, with large down to basin faults providing accommodation space for successively younger sequences. These large listric faults typically occur at or near the shelf margins of underlying sequences and can accumulate very thick sedimentary prisms during sea level lowstands, as offset along the faults continues to grow in step with sediment supply across them. Generally speaking, for a given stratigraphic sequence, highstand and transgressive fluvial-deltaic sediments corresponding to high sea levels will be deposited in relatively thin units landward of the fault, while thicker wedges of lowstand rocks will dominate on the basinward side.

Modena's Upper Frio Wilson Field, by contrast, lies in the fluvial-deltaic highstand and transgressive sequences, and therefore generally has fairly good reservoir quality. The Upper Frio trend has produced over 500 BCF from wells in and immediately adjacent to the area covered by 3D seismic.

Upper Frio reservoir porosities in the area typically lie in the range of 12% to 22%, and are generally fine grained sands with modest permeabilities. As mentioned above, the Novus Mid Frio Unit #1 has produced at a rate of over 4 MMCFD for approximately one year, from the Marg Tex 35 reservoir. Four other Marg Tex sands have been productive in the area, so it is not unlikely that one of the other zones of interest at Wilson will also prove to be productive, as test results seem to suggest.

B. SEISMIC ATTRIBUTES

Novus conducted extensive forward modeling studies based on logs from BNP Dunn-Murdock #1 and Novus Mid Frio Unit #1. The objective of this work was to determine if hydrocarbons or even reservoir quality sandstones could generate diagnostic attribute anomalies to help reduce risk and identify reservoir extent. Novus ran wedge models, and looked at both stack and AVO responses to in situ and fluid substitution models. Basically the finding was that hydrocarbons could not be directly predicted for these rocks (mainly AVO Class 1), but that good quality reservoir sands could possibly be seen if they were thick enough. However, various attribute stacks (such as far minus near traces, and so on) did not yield any obvious character anomalies that could clearly be used in a predictive sense.

FIELD ANALOGS C.

The Frio Formation has been highly productive in onshore Texas, with some 1.7 TCF having been produced from about 25 fields in the greater South Padre area. Most of this has come from the Upper Frio, and in the 3D area itself about 99% of the total production has been from the Marg Frio, Cib Haz, and Marg Tex zones in the Upper Frio. About two-thirds of that has in turn come from the Marg Frio, which is the uppermost Frio sand, underlying the regional seal of the Anahuac Shale. Because of the thickness of the Anahuac, practically all three way fault traps are gas bearing, whereas the deeper Cib Haz and Marg Tex are less gas bearing probably as a result of leakage via sand juxtaposition across faults.

Wilson is very closely analogous to Marg Tex wells at BNP La Playa #1 and the Novus Mid Frio Unit #1 recent Marg Tex 35 completion. Both involve the Marg Tex in three-way fault closures along the same fault system, and lie only about 3 miles to the north of Wilson. There is some uncertainty, however, as to the nature of the Mid Frio Unit trap extent, as it has performed far better than the initial trap model suggested. La Playa came on line at 2 MMCFD and has produced about 2 BCF to date from three completions, while the Mid Frio Unit well has been producing at a steady rate of about 4 MMCFD for about one year.

WILSON FIELD EVALUATION

DESCRIPTION A.

Wilson is a faulted three way closure very similar to the analogs discovered by Novus and BNP in the Upper Frio Marg Tex section in the La Playa area, only three miles to the northeast. The test results, similarity in structural style, and the known productivity of the Marg Tex reservoir in the area make this a relatively low risk project in terms of initial production rate. However, there are uncertainties as to the extent of the accumulation. No water level could clearly be identified, so there is no way yet of determining the size of the accumulation. Log quality is suspect, meaning that reservoir quality could not be reliably evaluated with wireline data, so performance will not really be known until the well has produced for a few months. This is a major uncertainty in applying constraints to the extent of the discovery and the quality of the reservoir.

As seismic data quality is good to excellent, the main structural risk is the northern extent of the eastern trapping fault. If this fault extends all the way to the north to the more regional La Playa trapping fault, then the trap could be quite large, as much as 1,300 acres. Although trapping fault offset appears to be very small to non-existent to the north, a similar situation at the recent Dunn Deep discovery 3 miles north has created an accumulation now producing on the order of 4 MMCFD. Therefore, faults at or below seismic resolution can be adequate to trap relatively thin Marg Tex reservoirs. Figures 4 and 5 illustrate the structural configuration at an intermediate Marg Tex marker (near where encouraging but inconclusive test results were reported) and the Marg Tex 35, respectively.

Wilson was originally estimated to require 40 days to reach TD. The well spudded on February 5, 2007, and reached TD on May 23. The AFE estimate was \$7.3 mm, but as of June 6, a week after the rig was released, cumulative cost was estimated at \$14.2 mm. Obviously, cost control will be key to the financial success of the project, as Kindee anticipates drilling at least one more well (ST 949 #2) to test the structure, depending on results of the ST 949 #1.

LAND B.

Wilson acreage is held by a drilling unit totaling 527 acres, of which 420 acres (80%) is state royalty, and 107 acres (20%) is private. The unit is seen in Figures 3 to 5. In the upside case, some of the prospect reservoirs could conceivably extend outside the unit boundary, but these would be in downdip positions.

C. TEST RESULTS

The first test was in a 20 foot interval in the Marg Tex 35 zone, which can be correlated with confidence with other productive wells in the area. Flow peaked at 3.3 MMCFD through a 10/64 inch choke. The well was then shut in, and the choke was reduced to 8/64 inch, after which the well flowed at a rate of 1.8 mmcfd after 17 hours. This zone will be completed for commercial production.

A second 60 foot Marg Tex test flowed some gas and water, but proved to be unproductive.

A third test over a 10 foot interval flowed about 1 MMCFD but died after only a few hours. It is suspected that lost circulation material may have damaged the reservoir, and the zone will be retested in the next well if supported by log data.

A fourth zone of interest was identified but was untested due to mechanical difficulties. This zone may also be tested in the follow up well.

D. RESERVES ESTIMATE

At the present time, the uncertainties mentioned above preclude meaningful reserve estimates. Cases based on varying gas water contacts, and assumed reservoir thicknesses and quality suggest that reserves could be in the range of a few BCF to over 50 BCF. Wells in the Marg Tex trend will typically produce in the range of 1 to 5 bcf, so if Wilson reserves are in the higher range of estimates, multiple wells will be required to develop it.

6. VALUE

NPV calculations were not carried out and are left to the potential investor to consider, as such calculations are subject to much subjective input and to individual tax situations. However, recent transactions in the US market suggest an NPV per MCF in the \$2 to \$5 range. Of course, the unit value of any gas accumulation will depend on a number of factors, like reservoir depth, location and access to infrastructure, flow rates, well spacing, and

Some of the value drivers at South Padre include rapid hookup time, strong demand and excellent infrastructure,

$\overline{\mathbf{z}}$ conclusions

The Wilson Field has the potential to be a fairly significant discovery by onshore US standards. Initial flow rates are expected to be between 2.5 and 3.5 MMCFD according to Kindee public release, and this is not

However, the reservoir(s) are at depths of over 10,000 feet, and given the unknowns in reserve estimation, there is still some risk that high drilling costs will not be supported by sufficient rate and volumes. With a good result and lowered well costs, though, Modena has a realistic chance to participate in solid field development which could propel it into additional ventures in the area.

Declarations

a con

SOURCES OF INFORMATION

This report is based primarily on data and information supplied by Kindee, in the form of image files and verbal communications. Included in the data set examined were proprietary structure and isopach maps, 3D seismic data, and a production database.

PREVIOUS GEOLOGICAL REPORTS.

The Directors of Modena have advised that no previous reports have been commissioned by the company relating to the prospects discussed in this document.

SITE INSPECTION

Site inspection was not considered relevant considering the exploratory nature of the project.

LIMITATIONS AND RISK

In preparing this report we have relied primarily on data supplied by Kindee plus limited publicly available data. A draft of this report was reviewed by Modena for comment on any possible factual errors.

As mentioned above, oil and gas exploration has inherent risk stemming from the fact that the presence of hydrocarbons can not be predicted with certainty. Technical success rates for Frio wells are typically in the range of 20% to 70%, the high range due to a number of technical factors. In the Frio Formation play, failure to deliver commercial production for a given well is primarily due to tight reservoir, seal failure, or lack of viable trap.

Investors are therefore advised of the risk that the drilling programme described herein may not discover commercial quantities of hydrocarbons. Oil and/or gas volumetrics presented in this report are based on best estimates assuming that all conditions required for hydrocarbon accumulations have been met.

OUALIFICATIONS

This report was written by Phil Duggan, President of Carrera Geophysics, L.L.C. Mr Duggan graduated from the University of Texas at Austin in 1982 with B.S. in Geology, with post-graduate work in geology, geophysics, and petroleum engineering through 1984. He has 23 years experience in the oil industry with Arco Oil & Gas, Landmark Graphics Corporation, INEXS and Carrera Geophysics. He is a member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, and the Houston Geological Society.

INDEPENDENCE

Phil Duggan has no direct or indirect interest in any of the acreage or prospects mentioned in this report, or any adjacent properties. He owns no securities in any of the companies referenced in this report. Modena has paid a fee of US \$4000.00 for the preparation of this report.

CONFORMITY

This report has been prepared in conformity with the requirements of the Australian Securities and Investment Commission.

CONSENT

Carrera Geophysics, L.L.C. has consented to the inclusion of this report in the Prospectus in the form and context in which it appears and has not withdrawn this consent before lodgment of this Prospectus with the Australian Securities and Investments Commission.

Phil Duggan President Carrera Geophysics, L.L.C. July 31, 2007

MODENA RESOURCES LIMITED PROSPECTUS

Figure 1. Location map, Wilson prospect. The city of Corpus Christi lies just off the map to the north.

Figure 2. Wilson surface location, planned trajectory, and Unit boundary.

Figure 4. Wilson structure map on Marg Tex marker, near intermediate test zone. Maximum closure shown in dashed blue (305 acres).

Figure 5. Wilson structure map at Marg Tex 35 gas reservoir. Polygon shows a medium case field extent (363 acres).

SECTION IO

Independent Accountant's Report

21 September 2007

The Directors Modena Resources Limited Suite B, 150 Hay Street

SUBIACO WA 6008

Dear Sirs

INDEPENDENT ACCOUNTANT'S REPORT

INTRODUCTION

This independent accountant's report ("Report") has been prepared for inclusion in a prospectus to be dated on or about 21 September 2007 ("Prospectus") for the issue by Modena Resources Limited ("Company") of 30,000,000 ordinary shares at an issue price of 20 cents each, to raise \$6,000,000 before the expenses of the issue.

This Report has been included in the Prospectus to assist potential investors and their financial advisers to make an assessment of the financial position of the Company.

STRUCTURE OF REPORT

This Report has been divided into the following sections:

1. Background information;
1. Scope of report;
1. Historical financial information;
1. Subsequent events;
1. Statements; and
1. Declaration.

1. BACKGROUND INFORMATION

The Company was registered on 17 May 2006 as Snowdome Investments Limited. The company changed its name to Modena Resources Limited on 14 September 2006.

On 22 December 2006, the Company acquired a 10% working interest in two petroleum lease blocks located in the South Lost Hills field area, Kern County, California, USA.

HLB Mann Judd (WA Partnership)
15 Rheola Street West Perth 6005. PO Box 263 West Perth 6872 Western Australia. DX 238 (Perth) Telephone +61 (08) 9481 0977. Fax +61 (08) 9481 3686.
Email: [email protected]. Website: http:/

[ 1933 International and the HLB Mann Judd National Association of Independent accounting firms H: B Mann Judd (WA Partnership) is a n

1. BACKGROUND INFORMATION (CONTINUED)

As at the date of this Prospectus, the issued share capital of the Company is 6,000,000 ordinary fully paid share. The following table summarises share capital movements since registration.

Date		Number issued	Issue price	\$
17 May 2006 5 September 2006	Issued on registration Issued pursuant to a prospectus	3,000,000 3,000,000	\$0.0001 \$0.20	300 600,000
	Shares on issue at the date of this Report	6,000,000		600,300

We understand that the funds raised by the issue of shares under the Prospectus will be applied as follows:

Fund the Company's proportionate share of drilling programs on the Modena $\bullet$ Properties;
Fund the Company's pursuit of other oil and gas opportunities;
Provide working capital for the Company to meet its general administration and operating costs; and
Meet the expenses of the issue.

2. SCOPE OF REPORT

Vm.

You have requested HLB Mann Judd ("HLB") to prepare this Report presenting the following information:

a) the Historical Financial Information, comprising the historical Balance Sheet as at 30 June 2007 and the historical Income Statement, Statement of Changes in Equity and Cash Flow Statement for the period ended 30 June 2007 as set out in Appendix 1 to this Report; and
the Proforma Financial Information comprising the proforma Balance Sheet as at 30 b) June 2007 and the proforma Statement of Changes in Equity and Cash Flow Statement for the period then ended.

The Directors have prepared and are responsible for the historical and proforma information. We disclaim any responsibility for any reliance on this report or on the financial information to which it relates for any purposes other than that for which it was prepared. This report should be read in conjunction with the full prospectus.

The Historical Financial Information as set out in Appendix 1, has been extracted from the unaudited financial statements of the Company for the period ended 30 June 2007.

2. SCOPE OF REPORT (CONTINUED)

We performed a review of the historical financial information and the proforma information of the Company as at 30 June 2007 in order to ensure consistency in the application of applicable Accounting Standards and other mandatory professional reporting requirements. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements.

Our review of the historical financial information and the proforma information of the Company was carried out in accordance with Australian Auditing Standard AUS 902 "Review of Financial Reports" and included such enquiries and procedures which we considered necessary for the purposes of this Report. The review procedures undertaken by HLB in our role as Independent Accountants were substantially less in scope than that of an audit examination conducted in accordance with generally accepted auditing standards. Our review was limited primarily to an examination of the historical financial information and the proforma information, analytical review procedures and discussions with senior management. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the Historical Financial Information and Proforma 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; i)
the amounts shown in respect of assets do not purport to be the amounts that would ii) have been realised if the assets were sold at the date of this Report; and
iii) the going concern basis of accounting has been adopted.
1. HISTORICAL FINANCIAL INFORMATION

Set out in Appendix 1 (attached) are:

The Balance Sheet of the Company as at 30 June 2007, and the Income Statement, i). Statement of Changes in Equity and Cash Flow Statement for the period from registration to 30 June 2007; and
The proforma Balance Sheet of the Company as at 30 June 2007 and proforma ii) Statement of Changes in Equity and Cash Flow Statement for the period then ended as they would appear after incorporating the following significant events and proposed transactions by the Company subsequent to 30 June 2007:
the issue by the Company pursuant to this Prospectus of 30,000,000 ordinary a) shares at an issue price of 20 cents each, raising \$6,000,000;
the acquisition of all of the issued capital of Murviel Trading SA via the issue of b) 20,000,000 ordinary shares pursuant to the Murviel Share Sale Agreement;
the issue of a further \$160,000 in convertible notes subsequent to 30 June 2007; c).
the conversion of convertible notes of \$1,666,818 via the issue of 8,334,090 d) ordinary shares; and
the payment and write off to the contributed equity account of prospectus costs, e) not already paid or previously provided, of an estimated \$440,000 (net of GST) as follows:

3. HISTORICAL FINANCIAL INFORMATION (CONTINUED)

	Total (\$)
Brokerage commissions	300,000
Legal fees	50,000
ASX listing fees	29,000
ASIC lodgement fees	2,000
Printing & distribution	15,000
Independent Accountant's fees	7,500
Independent Geologists report	25,000
Other	11,500
	440.000

iii) Notes to the historical financial information

SUBSEQUENT EVENTS

In our opinion, there have been no material items, transactions or events subsequent to 30 June 2007 not otherwise disclosed in the Prospectus that have come to our attention during the course of our review that would require comment in, or adjustment to, the content of this Report or which would cause such information included in this Report to be misleading.

Statements

Based on our review, which was not an audit, we have not become aware of any matter that causes us to believe that:

the Historical Financial Information of Modena Resources Limited as at 30 June 2007 i) as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations and its cash flows for the period ended 30 June 2007; and
the Proforma Financial Information of Modena Resources Limited as at 30 June 2007 ii) as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations and its cash flows for the period ended 30 June 2007, as if the transactions referred to in Section 3 (ii) of this Report had occurred during that period.

6. DECLARATION

HLB will be paid its usual professional fees based on time involvement, for the preparation of this Report and review of the financial information, at our normal professional rates. HLB has received no amounts since registration.
Apart from the aforementioned fee, neither HLB, nor any of its associates will receive any other benefits, either directly or indirectly, for or in connection with the preparation of this Report.
Neither HLB, nor any of its employees or associated persons have any interest in Modena Resources Limited or the promotion of the Company.
Unless specifically referred to in this Report, or elsewhere in the Prospectus, HLB was not involved in the preparation of any other part of the Prospectus and did not cause the issue of any other part of the Prospectus. Accordingly, HLB makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the Prospectus.
HLB has consented to the inclusion of this report in the Prospectus in the form and context in which it appears. The inclusion of this report should not be taken as an endorsement of the Company or a recommendation by HLB of any participation in the Company by an intending subscriber.

Yours faithfully HLB MANN JUDD

N G NEILL Partner

- APPENDIX $1$ - $\,$

MODENA RESOURCES LIMITED BALANCE SHEET AS AT 30 JUNE 2007

		Unaudited	Unaudited Proforma
	Notes	\$	\$
CURRENT ASSETS
Cash and cash equivalents Receivables	$\frac{2}{3}$	48,628 4,368	5,768,628 4,368
TOTAL CURRENT ASSETS		52,996	5,772,996
NON-CURRENT ASSETS Available for sale investments
		435,000	435,000
Deferred exploration and evaluation expenditure	4	2,344,549	6,344,549
TOTAL NON-CURRENT ASSETS		2,779,549	6,779,549
TOTAL ASSETS		2,832,545	12,552,545
CURRENT LIABILITIES
Trade and other payables	5	315,297	315,297
Borrowings	6	1,906,818	400,000
TOTAL CURRENT LIABILITIES		2,222,115	715,297
TOTAL LIABILITIES		2,222,115	715,297
NET ASSETS		610,430	11,837,248
EQUITY
Issued capital	7	600,300	11,827,118
Reserves		15,000	15,000
Accumulated losses		(4,870)	(4,870)
TOTAL EQUITY		610,430	11,837,248

This balance sheet should be read in conjunction with the accompanying notes.

58 MODENA RESOURCES LIMITED PROSPECTUS 2007

an di P

MODENA RESOURCES LIMITED INCOME STATEMENT FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

à.

. .	Unaudited `\$	Unaudited Proforma 5
Revenue from ordinary activities	431.696	431,696
Consultants fees	(229,079)	(229,079)
Interest paid	(38, 157)	(38, 157)
Carrying value of available for sale investment disposed	(134, 300)	(134, 300)
Other expenses from ordinary activities	(35,030)	(35,030)
Loss from ordinary activities before income tax Income tax expense relating to ordinary activities	(4,870)	(4,870)
Loss from ordinary activities after income tax expense	(4,870)	(4,870)

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

MODENA RESOURCES LIMITED CASH FLOW STATEMENT FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

	Unaudited \$	Unaudited Proforma
Cash Flows From Operating Activities
Interest received	7,550	7,550
Payments to suppliers and employees	(145, 215)	(145, 215)
Net Cash Used In Operating Activities	(137, 665)	(137, 665)
Cash Flows From Investing Activities
Purchase of non-current assets	(134, 300)	(134, 300)
Payments for exploration interests	(2, 186, 525)	(2, 186, 525)
Net Cash Used In Investing Activities	(2,320,825)	(2,320,825)

Cash Flows From Financing Activities Proceeds from issue of shares	600,000	6,600,000
Issue of convertible notes	1,906,818	2,066,818
		(440,000)
Net Cash Provided By Financing Activities	2,506,818	8,226,818
Net Increase In Cash Held	48,328	5,768,328
Cash at the beginning of the financial period	300	300
Cash At The End Of The Financial Period	48,628	5,768,628
This statement should be read in conjunction with the accompanying notes.

MODENA RESOURCES LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

	Contributed Equity \$	Reserves \$	Accumulated Losses S	Total Equity \$
Issue of shares at date of registration Shares issued under a prospectus Unrealised gain on available for sale assets Loss for the period	300 600,000	15,000	(4,870)	300 600,000 15,000 (4,870)
As at 30 June 2007 Issue of shares pursuant to prospectus Acquisition of Murviel Trading SA Conversion of convertible notes Share issue costs	600,300 6,000,000 4,000,000 1,666,818 (440,000)	15,000	(4,870)	610,430 6,000,000 4,000,000 1,666,818 (440,000)
Proforma total	11,827,118	15,000	(4, 870)	11,837,248

MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies which have been adopted in the preparation of the historical and proforma financial information reported under Australian Equivalents to International Financial Reporting Standards ("AIFRS") are shown below:

Basis of accounting

The financial statements have been prepared in accordance with the measurement requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia using the accrual basis of accounting, including the historical cost convention.

Statement of compliance

The financial information complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards ("AIFRS"). Compliance with AIFRS ensures that the financial information, comprising the financial statements and notes thereto, comply with International Financial Reporting Standards.

Cash and cash equivalents

Cash on hand and in banks and short-term deposits are stated at nominal value.

For the purposes of the Cash Flow Statement, cash includes cash on hand and deposits at call which are readily convertible to cash on hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.

MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

Goods and services tax ("GST")

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office ("ATO"). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from or payable to the ATO is included as a current asset or liability in the Balance Sheet.

Cash flows are included in the Cash Flow Statement on a gross basis. The GST components of cash flows arising from investing and financing activities, which are recoverable from or payable to the ATO are classified as operating cash flows.

Income tax

Current tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income tax (continued)

Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Recoverable amount

At each reporting date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable

Recoverable amount is the greater of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset or cash generating unit. In estimating value in use, a pre-tax discount rate is used which reflects current market assessments of the time value of money and the risks specific to the asset.

MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Mineral exploration and evaluation expenditure

Mineral exploration and evaluation expenditure in relation to separate areas of interest, for which rights of tenure are current, are capitalised in the period in which they are incurred and are carried at cost less accumulated impairment losses. The expenditure relating to that area of interest is carried forward as an asset in the Balance Sheet so long as the following conditions are satisfied:

the rights to tenure of the area of interest are current; and $(i)$
at least one of the following conditions is also met: $(ii)$
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; or
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.

Exploration and evaluation expenditure is assessed for impairment when facts and circumstances suggest that their carrying amount exceeds their recoverable amount and where this is the case an impairment loss is recognised. Should a project or an area of interest be abandoned, the expenditure will be written off in the period in which the decision is made. Where a decision is made to proceed with development, accumulated expenditure will be amortised over the life of the reserves associated with the area of interest once mining operations have commenced.

Trade and other payables

Trade payables and other accounts payable are recognised when the Company becomes obliged to make future payments resulting from the purchase of goods and services. Amounts are unsecured and are usually paid within 30 days of recognition.

Issued capital

Issued capital is recognised at the fair value of the consideration received by the Company.

Transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

Proforma transactions

The proforma Balance Sheet, Statement of Changes in Equity and Cash Flow Statement have been derived from the historical financial information as at 30 June 2007 adjusted to give effect to the following significant events and transactions by the Company subsequent to 30 June 2007:

$\overline{a}$

MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Proforma transactions (continued)

the issue by the Company pursuant to this Prospectus of 30,000,000 ordinary a) shares at an issue price of 20 cents each, raising \$6,000,000;
the acquisition of all of the issued capital of Murviel Trading SA via the issue of $b)$ 20,000,000 ordinary shares pursuant to the Murviel Share Sale Agreement;
the issue of a further \$160,000 in convertible notes subsequent to 30 June 2007; $\mathbf{c}$
the conversion of convertible notes of \$1,666,818 via the issue of 8,334,090 d) ordinary shares; and
the payment and write off to the contributed equity account of prospectus costs, $e)$ not already paid or previously provided, of an estimated \$440,000 (net of GST)

	Unaudited \$	Unaudited Proforma \$
2. CASH AND CASH EQUIVALENTS Balance as at 30 June 2007 Shares issued pursuant to prospectus Convertible notes pursuant to prospectus Share issue costs	48,628	48,628 6,000,000 160,000 (440,000)
	48,628	5,768,628
3. RECEIVABLES
Other receivables	4,368	4,368
4. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
Area of interest (Citrus) Area of interest (Kindee) Acquisition of Murviel Trading SA	411,529 1,933,020	411,529 1,933,020 4,000,000
	2,344,549	6,344,549
5. TRADE AND OTHER PAYABLES Trade payables Interest payable	277,140 38,157	277,140 38,157
	315,297	315,297
6. BORROWINGS Unsecured loans Convertible notes	400,000 1,506,818	400,000
	1,906,818	400,000

MODENA RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2007

7. ISSUED CAPITAL Issued and paid up share capital	Unaudited \$	Unaudited Proforma \$
Shares issued: 300,000 fully paid shares at \$0.0001 each 300,000 fully paid shares at \$0.20 each : 30,000,000 fully paid shares issued at \$0.20 each pursuant to this Prospectus Acquisition of the issued capital of Murviel Trading SA 8,334,090 convertible notes converted at \$0.20 each Share issue costs	300 600.000	300 600.000 6,000,000 4,000,000 1,666,818 (440,000)
Balance at end of period - 6,000,000 ordinary shares (Pro-forma: 64,134,090 fully paid)	600,300	11,827,118

Movements in number of fully paid ordinary shares since registration:

Details	Number
Balance as at 30 June 2007 Shares issued at \$0.20 each pursuant to this Prospectus Acquisition of the issued capital of Murviel Trading SA Conversion of convertible notes at \$0.20 each	6,000,000 30,000,000 20,000,000 8,334,090	600,300 6,000,000 4,000,000 1,666,818
Proforma balance (excludes share issue costs)	64,334,090	12,267,118

8. CONTINGENCIES AND COMMITMENTS

Details of planned expenditure commitments are outlined in Section 3.4 and 8 of the Prospectus and the Independent Geological Report included in the Prospectus. The Directors are not aware of any other contingencies.

8. RELATED PARTY TRANSACTIONS

Details of Directors' interests in the Company's issued capital and transactions with the Company are included in Sections 12.2, 12.3, 12.4 and 12.5 of the Prospectus.

SECTION 11

Risk Factors

$11.1$ Intropuction

This Section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Intending investors should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to apply for Shares.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with the Company's business and its involvement in the oil and gas exploration industry. These risk factors are largely beyond the control of the Company and its Directors because of the nature of the proposed business of the Company. The following summary, which is not exhaustive, represents some of the major risk factors which potential investors should be aware of.

$11.22$ GENERAL RISHS

The future prospects of the Company's business may be affected by circumstances and external factors beyond the Company's control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions.

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

11.2.1 Economic Conditions

Economic conditions, in Australia, the USA and globally, may affect the performance of the Company. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. The Company's future possible revenues and Share price can be affected by these factors, all of which are beyond the control of the Company or its Directors. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. In addition, the Company's ability to raise additional capital, should it be required, may be affected.

11.2.2 Market Conditions

A number of factors affect the performance of share market investments that could also affect the price at which the Shares trade on the ASX. The market price of Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These factors may materially affect the market price of the Company's Shares regardless of the Company's operational performance.

11.2.3 Changes in Legislation and Government Regulation

Government legislation in Australia, the USA or any other relevant jurisdictions, including changes to the taxation system, may affect future earnings and relative attractiveness of investing in the Company. Changes in government policy or statutory changes may affect the Company and the attractiveness of an investment in it.

$\mathbf{i}$

11.2.4 Competition

The Company competes with other companies, including major oil companies. Some of these companies have greater financial and other resources than the Company and, as a result may be in a better position to compete for future business opportunities. Many of the Company's competitors not only explore for and produce oil and gas, but also carry refining operations and market petroleum and other products on a worldwide basis. There is no assurance that the Company can compete effectively with these competitors.

11.2.5 Foreign Exchange Risk

The Company's main business undertakings will be based in the USA. As a result, revenues, cash flows, expenses, capital expenditure and commitments will be primarily denominated in United States dollars. To comply with Australian reporting requirements for the Company, the income, expenditure and cash flows from the Company's interest in the Modena Properties will need to be accounted for in Australian dollars. This will result in the income, expenditure and cash flows of the Company being exposed to the fluctuations and volatility of the price of oil and gas and the exchange rates, as determined in international markets.

11.2.6 Oil and Gas Price Volatility - United States Market

The demand for, and price of, oil and gas is dependent on a variety of factors, including supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic political developments.

SPECIFIC RISHS $11.33$

A number of specific risk factors that may impact the future performance of the Company are described below. Shareholders should note that this list of risk factors is not exhaustive. Some of the risks may be mitigated by the use of appropriate safeguards and systems, whilst others are outside the control of the Company and cannot be mitigated.

11.3.1 Exploration & Development Risk

Oil and gas exploration involves significant risk only occasionally providing high rewards. In addition to the normal competition for prospective ground, and the high costs of discovery and development of economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, foreign currency fluctuations and technical problems all affect the ability of a company to profit from a discovery.

There is no assurance that exploration and development of the successful prospects in the areas described in this Prospectus, or any other projects that may be acquired in the future, will result in the discovery of an economic oil and gas deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited.

11.3.2 Drilling & Operating Risk

Oil and gas drilling activities are subject to numerous risks, many of which are beyond the Company's control. The actual costs of drilling a well may be substantially more than the drilling costs estimated prior to spudding the well due to unforeseen circumstances encountered when drilling. The Company's operations may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, storage or delays in the delivery of rigs and/or other equipment and compliance with government requirements. Drilling may involve unprofitable efforts, not only with respect to dry wells, but also with respect to wells which, though yielding some petroleum, are not sufficiently productive to justify commercial development or cover operating and other costs. Hazards are incidental to the exploration and development of oil and gas properties such as unusual or unexpected formations, pressures, oceanographic conditions and other factors are inherent in drilling and operating a well and may be encountered by the Company.

Industry operating risks include the risk of fire, explosions, blow outs, pipe failure, abnormally pressured formations and environmental hazards such as accidental spills or leakage of petroleum liquids, gas leaks, ruptures or discharge of toxic gases, the occurrence of any of which could result in substantial losses to the Company due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of activities. Damage occurring as a result of such risks may give rise to claims against the Company. Although the Company believes that it or the operator will carry adequate insurance with

respect to its operations in accordance with industry practice, in certain circumstances the Company's or the operator's insurance may not cover or be adequate to cover the consequences of such events. In addition, the Company may be subject to liability for pollution, blow-outs or other hazards against which the Company or the operator does not insure or against which it may elect not to insure because of high premium costs or other reasons. 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 operations of the Company. There is no assurance that the Company will be able to maintain adequate insurance in the future at rates that it considers

11.3.3 Environmental Risks

The Company's operations are subject to the environmental risks inherent in the oil and gas industry. The Company is subject to environmental laws and regulations in connection with all of its operations. Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or unforseen circumstances that could subject the Company to extensive liability.

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

11.3.4 Title & Title opinions

The system for obtaining title to oil and gas leases in the USA is complex given the numerous parties may hold undivided mineral rights to a particular tract of land. In order to independently verify the parties with whom the Company is dealing are correct and sole holders of the mineral rights and to analyse the full rights and restrictions applying to the interest held by those parties requires that the Company obtain detailed title opinion from appropriately qualified and experienced lawyers. This can be a lengthy and expensive process and the final opinions are often the subject of numerous qualifications. It is therefore customary that such title opinions are not sought until the Company proposes to conduct a drilling operation and/or expend significant amounts of money on a particular lease. As a consequence there may be third parties that hold or claim mineral rights in relation to the Modena Properties, which have not previously been identified.

Further, some of the leases in which the Company has an interest may have a fixed term and be subject to applications for renewal. The renewal term of each permit or licence is usually at the discretion of the relevant

11.3.5 Resource and Reserve Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates that were valid when made may change significantly when new information becomes available. In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter oil and/or gas deposits or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and production plans may have to be altered in a way which could adversely affect the Company's operations.

11.3.6 Regulation in the USA - General

The oil and gas industry in the USA is extensively regulated. Extensive federal, state, local and foreign laws and regulations relating to the exploration for and development, production, gathering and marketing of oil and gas will affect the Company's operations. From time to time, regulatory agencies have imposed price controls and limitations on production.

Į.

Numerous environmental laws impact and influence our operations. As with the industry in general, compliance with existing and anticipated regulations increases the overall cost of the business. Environmental regulations have historically been subject to frequent change, and therefore, one cannot predict with certainty the future costs or other future impacts of environmental regulations on future operations. If the Company fails to comply with environmental laws it may be subject to liabilities to the government and third parties, including civil and criminal penalties. New laws and regulations, or modifications of or new interpretations of existing laws and regulations, may increase substantially the cost of compliance or adversely affect oil and gas operations and financial conditions.

11.3.7 Regulation in the USA - Sale of Oil & Gas

Most sales of natural gas are not currently regulated and are generally made at market prices. The price received from the sale of these products is affected by the cost of transporting the products to the market.

11.3.8 Regulation in the USA - Exploration & Production

Oil and natural gas exploration, production and related operations are subject to extensive rules and regulations promulgated by federal, state and local agencies. Failure to comply with such rules and regulations can result in substantial penalties. The regulatory burden on the oil and gas industry increases the cost of doing business and affects profitability. Because such rules and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or impact to comply with such laws.

Permits are required by the state for drilling operations, drilling bonds and the filing of reports concerning operations and they impose other requirements relating to the exploration and production of oil and gas. The Company is required to comply with various federal and state regulations regarding plugging and abandonment of oil and natural gas wells, which impose a substantial rehabilitation obligation on the Company, which may have a material adverse effect on the Company's financial performance.

11.3.9 Additional Requirements for Capital

The Company's funding requirements depend on numerous factors including the Company's ability to generate income from the Modena Properties. It may require further financing in addition to amounts raised and referred to in this Prospectus. Additional equity financing, if available, may be dilutive to Shareholders and at lower prices than the current market price. Debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion.

11.3.10 Ability to Exploit Successful Discoveries

It may not always be possible for the Company to participate in the exploitation of successful discoveries made in areas in which the Company has an interest. Such exploitation will involve the need to obtain the necessary licences or clearances from the relevant authorities, which may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. The infrastructure requirements around a successful discovery may also impact on the exploitation of a discovery. Further the decision to proceed to further exploitation may require the participation of other companies whose interests and objectives may not be the same as the Company. As described above, such work may require the Company to meet or commit to financing obligations for which it may have not planned.

11.3.11 Joint Venture Parties & Contractors

The directors are unable to predict the risk of:

$\bullet$

financial failure, default or non-compliance with respective obligations by a participant in any joint venture to which the Company is, or may become, a party;
insolvency or other managerial failure by any of the contractors used by the Company in its eploration $\bullet$
insolvency or other managerial failure by any of the other service provider used by the Company for any

SPECULATIVE NATURE OF INVESTMENT 11.4

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

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

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

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SECTION I2 Additional Information

$I\approx 1$ COMPANY DETAILS

Incorporation

The Company was incorporated in Western Australia on 17 May 2006 as "Snowdome Investments Limited". The Company changed its name to "Modena Resources Limited" on 14 September 2006.

Company Tax Status

The Directors expect the Company will be taxed in Australia as a public company.

Balance Date

The accounts of the Company will be made up to 30 June annually.

DISCLOSURE OF DIRECTORS' SHAREHOLDING $\mathbf{r} = \mathbf{r}$

Directors are not required under the Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in Shares as set out in the table below:

Director	No. of Shares
Peter Hampshire	60,000*
Neville Bassett	Nil
Craig Willis	Nil

*These Shares are held by Point Advisory Pty Ltd. Peter Hampshire is sole director, secretary and shareholder of Point Advisory Pty Ltd.

Nothing in this Prospectus will be taken to preclude Directors, officers or employees of Modena Resources from applying for Shares under this Prospectus.

REMUNERATION OF DIRECTORS 18.3.

The Constitution provides that the non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate sum determined by a general meeting. The aggregate remuneration has been set at an amount of \$150,000 per annum. A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Executive Directors may be paid on commercial terms as the Directors see fit.

The remuneration of executive Directors will be fixed by the Directors and may be paid by way of fixed salary. As at the date of this Prospectus, the Company does not have any commitments or contractual obligation with respect to executive Directors.

12.4 FEES AND BENEFITS OF DIRECTORS

Except as disclosed in this Prospectus, no Director or proposed Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had in the two year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company; or
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or any company or firm with which the Director is associated in connection with the formation or promotion of the

The Company proposes to enter into Deeds of Indemnity and Access with each of the Directors under which the Company agrees to indemnify the Directors against certain liabilities incurred by the Directors while acting as a Director of the Company, to use its best endeavours to insure the Directors against certain risks to which the Directors are exposed to as a Director of the Company and to grant to the Director a right of access to certain records of the Company for a period of up to seven years after the Director ceases to be a Director.

IS.5 INTERESTS OF NAMED PERSONS

Other than as set out below or elsewhere in this Prospectus, no expert or person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus nor any firm in which any of those persons is or was associated with has now, or has had, in the 2 year period ending on the date of this Prospectus an interest in:

the formation or promotion of the Company;
any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; or
the Offer.

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons or for services rendered in connection with the formation or promotion of the Company

HLB Mann Judd has acted as the Independent Accountant and has prepared an Independent Accountant's Report which has been included in Section 10 of this Prospectus. In respect of this work the Company will pay approximately \$7,500 for these services.

BDO Kendalls has been appointed as Auditor to the Company and will be paid normal commercial rates for

Carrera Geophysics, LLC has prepared an Independent Geologist's Report with respect to the Wilson Prospect which has been included in Section 9 of this Prospectus. In respect of this work the Company will pay

Rigel Petroleum Consulting has prepared an Independent Geologist's Report with respect to the South Lost Hills Properties which has been included in Section 8 of this Prospectus. In respect of this work the Company will pay approximately US\$12,579.52 for these services.

Blakiston & Crabb has acted as solicitors to the Offer. In respect of this work the Company will pay approximately \$45,000 for these services. Blakiston & Crabb have provided other professional services to the Company since its incorporation which the Company will pay approximately \$8,000.

The amounts disclosed above are exclusive of any amount of goods and services tax payable by the Company

$E \nightharpoonup$ consents

Each of the parties referred to 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 those referred to in this Section; and
to the maximum extent permitted by law, expressly disclaims and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

HLB Mann Judd has given its written consent to the inclusion in this Prospectus of its Independent Accountant's Report and all statements referring to that report in the form and context in which they are included and has not withdrawn such consent prior to lodgement of this Prospectus with the ASIC.

Carrera Geophysics, LLC has given its written consent to the inclusion in this Prospectus of its Independent Geologist's Report and all statements referring to that report in the form and context in which they are included and has not withdrawn such consent prior to lodgement of this Prospectus with the ASIC.

Rigel Petroleum Consulting has given its written consent to the inclusion in this Prospectus of its Independent Geologist's Report and all statements referring to that report in the form and context in which they are included and has not withdrawn such consent prior to lodgement of this Prospectus with the ASIC.

Kindee Oil & Gas Texas, LLC has given its written consent to the inclusion in this Prospectus of all statements made by it or attributed to or derived from those statements in the form and context in which they are included and has not withdrawn such consent prior to lodgement of this Prospectus with the ASIC.

Each of the following has consented to being named in the Prospectus in the capacity as noted below and have not withdrawn such consent prior to lodgement of this Prospectus with the ASIC:

Computershare Investor Services Pty Ltd as Share Registry for the Company; $(i)$
Blakiston & Crabb as solicitors to the Company; $(ii)$
HLB Mann Judd as Independent Accountant; $(iii)$
BDO Kendalls as auditor to the Company; $(iv)$
Carrera Geophysics, LLC as Independent Geologist; and $(v)$
Rigel Petroleum Consulting as Independent Geologist. $(vi)$

There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus. There are no statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named if the Prospectus and did not authorise or cause the issue of the Prospectus.

MATERIAL CONTRACTS $12.7$

Set out below is a brief summary of certain contracts which have been entered into by the Company and which have been identified as material and relevant to potential investors.

12.7.1 Nuenco Agreement

By letter of agreement dated 22 December 2006 Nuenco NL ("Nuenco") agreed to grant the Company the right to earn 33% of the 30% working interest that Nuenco earns in the project areas more particularly described below (being an effective 10% working interest).

The project area comprises leases covering all of the following described lands:

Block A Acreage: Section 1: North Half (N/2) and the Southeast Quarter (SE/4); Section 2: Northeast Quarter (NE/4) - all Township 28 South, Range 21 East, M.D.B. & M; and Section 27: Township 27 South, Range 21 East, M.D.B. & M. Block B Acreage: Section 7: Township 28 South, Range 22 East, M.D.B. & M.

The Company will earn its 10% working interest by:

Reimbursing Nuenco US\$100,000 for back costs paid to secure the farm-in. This sum has been paid; $a₁$
With respect to a test well known as the Citrus Well on Block A Acreage to a depth of approximately 4,000 b. feet. If the Citrus Well is completed as a well capable of producing in paying quantities, the Company will earn a 10% working interest in the spacing unit allocated to the Citrus Well and an undivided 10% working interest in the remainder of Block A Acreage. The Company will pay a 17% for 10% promote through completion on the Citrus Well on Block A Acreage. As at the date of this Prospectus, the Company has earned its 10% working interest in the spacing unit allocated to the Citrus Well and an undivided 10% working interest in the remainder of Block A Acreage. The overriding royalty interest on Block A Acreage will not exceed 25% on an 8/8th basis; and
Within 60 days, the Company is obligated to participate in a second test well on Block B Acreage to a $\mathbf{c}$ . depth of approximately 4,000 feet. If the test well is completed as a well capable of producing in paying quantities, the Company will earn a 10% working interest in the spacing unit allocated to the well and an undivided 10% working interest in the remainder of Block B Acreage. The Company will pay a 17% for 10% promote through completion to earn a 10% working interest in the spacing unit allocated to the test well and an undivided 10% working interest in the remainder of Block B Acreage. The overriding royalty interest on Block B Acreage will not exceed 25% on an 8/8th basis.

12.7.2 Murviel Share Sale Agreements

The Company entered into share sale agreements dated 12 February 2007 with:

1. Mansa Private Foundation;
1. Renford Consultants Limited;
1. Azur Capital Group Limited; and
1. Ilander Associates,

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(collectively, "Murviel Share Sale Agreements") pursuant to which the vendors of each share sale agreement agreed to, subject to a number of conditions, sell to the Company all the fully paid ordinary shares in which the vendors held in the capital of Murviel. When combined and completed, this will provide the Company with 100% of fully paid ordinary shares in the capital of Murviel.

Murviel has the right pursuant to the Kindee Agreement to farm-in to a 10% working interest in the Wilson Prospect on Padre Island, Texas in the USA owned by Kindee Oil & Gas Texas, LLC.

Under the Murviel Share Sale Agreements:

The Company is to acquire all of the Vendors shares in Murviel;
The consideration payable to the Vendors is 20,000,000 Shares to be issued to the Vendors pro-rata to their b.
The sale and purchase of the Murviel shares is subject to the following conditions precedent:
(i) the Company raising the sum of not less than \$6,000,000 (less the costs of the issue) by the issue of shares under a prospectus by 15 October 2007;

(ii) the Company obtaining approval for admission to the ASX by 30 November 2007;

(iii) the Company obtaining all necessary consents and waivers required to effect the issue by the Company to the Vendors of 20,000,000 Shares as consideration; and
(iv) there being no breach or default by Murviel under the terms of the farm-in;
d. The Company and the Vendors must use their best endeavours to satisfy the conditions precedent no later than 30 November 2007;
e. The Company undertakes, from the date of the share sale agreement, to secure funds to meet the farm-in commitments of Murviel. In the event that the share sale agreement is terminated by the Vendors for any reason, Murviel shall be liable to repay any farm-in commitment payments made by the Company, or in default thereof, to assign the farm-in interest to the Company;
f. The Murviel Share Sale Agreements contain usual conditions as to:
(i) information sharing, confidentiality and consultation between the parties;
(ii) notification that any consent or approval required to be obtained as a condition precedent has been obtained:
(iii) restrictions to be placed by the ASX on the Shares issued by the Company to the Vendors;
(iv) warranties; and
(v) resignations and appointment of directors of Murviel;
g. The Vendors covenant with the Company that prior to settlement under the terms of the share sale agreement, Murvial will not, without prior written consent of the Company, do various things in relation to the operation of Murviel.

12.7.3 Kindee Agreement

By letter of agreement dated 1 February 2007, Kindee Oil & Gas Texas, LLC ("Kindee") agreed to assign to Murviel a 10% working interest in all leases it holds covering the Wilson Prospect (ST 949#1 $-$ 527 acres) within the Padre Island Project area.

Under the agreement Murviel shall:

(a) make the following payments:
(i) 10% share of costs incurred by Kindee related to the Wilson Prospect commencing from 10 January 2007, upon execution of the letter agreement; and
(ii) 10% of costs of drilling an exploration well down to its planned total depth in the Wilson Prospect.
(b) become a party to and abide by the provisions of the Padre Island Participation and Operating Agreement, and bear its 10% share of joint venture costs, in respect of the permits it is farming into, as from 10 January 2007.

Once the exploration well in the Wilson Prospect has reached its planned total depth and Murviel has made all payments due with respect to the Prospect and well, Kindee will prepare and deliver to Murviel partial assignments conveying a 10% working interest in the leases pertaining to the Wilson Prospect. The assignments will be made expressly subject to all terms and provisions of the leases, to all royalties and overriding royalties burdening the leases and to all other matters appearing on record in the offices of the County Clerks of the relevant Counties in Texas.

12.7.4 Convertible Note Agreements

The Company has issued 8,334,090 Convertible Notes pursuant to the convertible note agreements ("Convertible Notes") for the purpose of providing ongoing working capital, including meeting commitments on the Modena

The principle terms of the Convertible Notes are as follows:

(a) Maturity date of one (1) year from the date of issue;
(b) Convertible into Shares at \$0.20 per share;
(c) Convertible, in whole or part, by:
(i) the Convertible Noteholder on each six monthly anniversary from the date of issue; or
(ii) the Company, on satisfaction by the Company of all the requirements of the ASX for official quotation of the Company's Shares on ASX and ASX granting conditional approval for admission to the Official
(d) Interest rate of 10% per annum;
(e) Unless converted or redeemed during the term, the Convertible Note will be redeemed at the maturity date at the face value of the Convertible Note or the proportion of such sum as remains to the credit of the Company's bank account, funds from the Convertible Note issue having been validly expended for the purposes outlined in the convertible note agreement;
(f) The Convertible Notes confer rights on the Convertible Noteholder as creditor of the Company; and (g) The Convertible Notes are unsecured.

IS.8 RIGHTS ATTACHING TO SHARES

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours. The following are the more important rights, privileges and restrictions attaching to the Shares offered for subscription by this Prospectus:

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12.8.1 General Meetings and Notice

Each Shareholder is entitled to receive notice of all general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Constitution, the Corporations Act or the ASX Listing Rules. Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

12.8.2 Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general

each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a

on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have a fraction of a vote to the proportion which the amount paid is of the total amounts paid and payable.

12.8.3 Dividend Rights

The Directors may from time to time declare such dividends as appear to the Directors to be justified by the profits of the Company.

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Subject to the rights of persons entitled to Shares with special rights as to dividends (at present there are none), all dividends are paid in the proportion that the amounts paid on those Shares bear to the issue price of the Shares.

12.8.4 Winding-Up

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

12.8.5 Transfer of Shares

Shares in the Company are freely transferable, subject to formal requirements, and so long as the registration of the transfer does not result in a contravention of or failure to observe the provisions of a law of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules.

12.8.6 Variation of Rights

The Company may, subject to the Corporations Act and with the sanction of a special resolution passed at a meeting of Shareholders, or with the written consent of the majority of shareholders in the affected class, vary or abrogate the rights attaching to Shares.

12.9 Taxation

The Company does not propose to give any taxation advice and neither the Company, its Directors nor its officers or advisers accept any responsibility or liability for any taxation consequences to Applicants. Applicants should consult their own professional tax advisers in regard to taxation implications of accepting any Offer pursuant to this Prospectus.

12.10 EXPENSES OF THE OFFER

The total expenses of the Offer are estimated to be approximately \$440,000 (exclusive of GST) comprising the following:

Total Estimated Expenses	\$440,000
Printing and miscellaneous expenses	\$26,500
Professional fees	\$82,500
ASX and ASIC fees	\$31,000
Commission and handling fees *	\$300,000

*Assuming a handling fee of 5% is payable on all applications received.

$12.11$ LITIGATION

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

IS.IS ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/044 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions.

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 email the Company at info@ modenaresources.com.au and the Company will send you, for free, either a hard copy or a further electronic

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. In such a case, the Application Monies received will be dealt with in accordance

I2.I3 ISSUE TO VENDORS

This Prospectus is also for the issue to the Vendors of 20,000,000 Shares, which Shares are to be issued pursuant to the Murviel Share Sale Agreements (as further described in Section 12.7).

An Application for Shares by a Vendor can only be made on the separate looseleaf application form accompanying this Prospectus entitled "Vendor Application Form".

No consideration is payable by the Vendors with the Vendor Application Form. The completed Vendor Application Forms are to be lodged by the Vendors prior to the Closing Date at the Company's registered office:

Modena Resources Limited Suite B / 150 Hay Street Subiaco WA 6008

By lodging the Vendor Application Form, each Vendor agrees with the Company that, upon issue and allotment of Shares, the Company will have satisfied its obligation to issue Shares to the relevant Vendor under the Murviel Share Sale Agreements.

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SECTION IS

Glossary of Defined Terms

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

AS or \$ means an Australian dollar unless otherwise stated.

Applicant(s) means person(s) who submit a valid Application pursuant to this Prospectus.

Application means a valid application to subscribe for a specified number of Shares made on an Application Form.

Application Form means the application form for the Offer enclosed with or attached to this Prospectus.

Application Monies means monies received by the Company from Applicants.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Transfer and Settlement Corporation Pty Ltd (ACN 008 504 532).

ASTC Settlement Rules means the settlement rules of ASTC.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

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

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means the closing date for receipt of Application Forms under this Prospectus, being 5.00pm (WDT) on 31 October 2007 (unless extended or closed early).

Constitution means the Constitution of the Company.

Convertible Notes means convertible notes issued by the Company to raise \$1,666,818 as described in Section 12.7.

Convertible Noteholder(s) means holder(s) of Convertible Notes.

Corporations Act means the Corporations Act 2001 (Cth).

Director(s) means the director(s) of the Company at the date of this Prospectus.

Electronic Prospectus means an electronic version of this Prospectus.

Exposure Period means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act 2001.

Independent Accountant means HLB Mann Judd.

Independent Accountant's Report means the report contained in Section 10.

Independent Geologist means either Carrera Geophysics, LLC or Rigel Petroleum Consulting, as the context requires.

Independent Geologist's Report means either of the two reports contained in Sections 8 and 9 as the context requires.

Issue means the issue of the Shares pursuant to this Prospectus.

Listing Rules or ASX Listing Rules means the official Listing Rules of the ASX.

Lovalty Issue has the meaning ascribed to it in Section 3.6.

Modena Properties means the properties described in Section 7.3.

Modena Resources or the Company means Modena Resources Limited (ACN 119 749 647).

Murviel means Murviel Trading SA, of Suite E-2, Union Court Building, Elizabeth Avenue and Shirley Street,

Murviel Share Sale Agreement means the agreement described in Section 12.7.

Offer means the offer of 30,000,000 Shares at 20 cents per Share pursuant to this Prospectus, to raise \$6,000,000.

Official List means the official list of ASX.

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

Opening Date means 2 October 2007.

Option means an option to acquire one (1) Share.

Prospectus means this Prospectus and includes the Electronic Prospectus.

Section means a section of this Prospectus.

Share(s) means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning. Share Registry means Computershare Investor Services Pty Ltd.

Shareholder(s) means the registered holder of a Share(s) in Modena Resources. USA means United States of America.

Vendors has the same meaning as that contained in the Murviel Share Sale Agreement.

WDT means Australian western daylight time.

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MODENA AESOUACES LIMITED PAOSPECT

SECTION Directors' Authorisation

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that no statements made by the Directors in this Prospectus are misleading or deceptive and that in respect to any other statements made in this 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 statement, 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.

This Prospectus is issued by Modena Resources Limited and its issue has been authorised by a resolution of Directors.

The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each of the Directors of Modena Resources Limited has consented in writing to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act and has not withdrawn that consent.

Signed for and on behalf of Modena Resources Limited by Craig Willis Director

24 September 2007

APPLICATION FORM

Modena Resources Limited ACN 119 749 647

PLEASE USE BLOCK LETTERS

	Appucant (Print your name - refer to the guide on reverse side for correct forms of registration) Surname
Joint Applicant					Given $Name(s)$
Title
	Surname				Given Name(s)
Company Applicant
Company Name
	Enter your postal address			. ه		ACN (if applicable)
Address


Suburb/Town
			State			Postcode
Name		Telephone (Work)			Telephone (Home)

CHESS Participant
	PID (Participant Identifier)
Application Money			HIN (Holder Identification Number)
I/We apply for
			Shares @ \$0.20		\$		.00
	(The minimum Application is for 10,000 Shares and thereafter in multiples of 1,000 Shares.)
	Lodge your Application Form as soon as possible.
	APPLICATION MONIES MUST BE ENCLOSED FOR THE FULL AMOUNT

Cheques should be made payable to: 'Modena Resources Limited Share Issue Account'
Drawer Bank	A\$ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Branch
1. .

This Application Form does not need to be signed. You should read the Prospectus dated 24 September 2007 carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form (whether in paper or electronic form) rippindum roun. The corporations recipionisms any person non passing on this rippindum roun (whener in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and a

By lodging this Application Form and a cheque for the Application Monies the Applicant hereby:

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

(2) declares that it has received personally a copy of this Prospectus accompanied by or attached to this Application Form or a copy of this Application Form or a direct derivative of this Application Form, before applying for Shares; (3) agrees to be bound by the terms and conditions set out in the Prospectus and Constitution of the Company; and (4) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

Enter your tax file number(s) or exemption category

TFN

xemption category
-------------------	--

APPLICANTS INSTRUCTIONS TO

Important Notice – Use of Application Form

This Application Form relates to the Offer of 30,000,000 Shares in Modena Resources Limited at \$0.20 per Share, pursuant to the Prospectus dated 24 September 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. While the Prospectus is current, the Company will send on request and free of charge, paper copies of the Prospectus, any supplementary prospectus (if applicable) and an Application Form.

If any person downloads the Application Form and gives a copy of it to another person or sends it by mail or some electronic means to another person, they must at the same time and by the same means, give a copy, or access to the Prospectus and any supplementary prospectus (if applicable).

The Prospectus contains important information about the Shares and you should read the entire Prospectus carefully before completing the Application Form. Words defined in the Glossary of the Prospectus have the same meaning in the Application Form. You must not complete this form unless it was included in a complete paper or electronic copy of the Prospectus dated 24 September 2007 when you received it and no supplementary or replacement prospectus has been issued. You must use the form distributed with the supplementary or replacement prospectus if such prospectus has been issued. If you have registered a contact address with the Company, any supplementary or replacement prospectus will be sent to that address. You can check whether a supplementary or replacement prospectus has been issued by calling Craig Willis on 08 9388 8436.

Instructions

Please complete all relevant sections of the Application Form. If you have any questions on how to complete this Application Form please telephone the Company on 08 9388 8436.

Please post or deliver the completed Application Form together with your cheque to:

By Post:

Modena Resources Limited C/- Computershare Investor Services Pty Ltd PO Box D182 Perth WA 6840

By Delivery:

Modena Resources Limited Suite B / 150 Hay Street Subiaco WA 6008

Modena Resources Limited C/- Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000

Application Forms must be received no later than 5.00pm (WDT) on 31 October 2007.

CHESS

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section or forward an Application Form to the Applicant's sponsoring broker for completion prior to lodgement. Otherwise leave the section blank and the Applicant will receive an issuer sponsored statement.

Payment for Shares

The price for each Share is payable in full on acceptance by a payment of \$0.20 per Share.

Payment will be accepted only in Australian dollars by cheque or bank draft drawn on, and payable at any Australian bank. Cheques or drafts should be made payable to "Modena Resources Limited Share Issue Account" and crossed "not negotiable". Receipts for payments will not be issued.

Correct Forms of Registrable Title

Note that only legal entities are allowed to hold Shares. The Application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Modena Resources Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by the way of an account designation if completed exactly as described in the examples of correct forms of registrable titles below.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Individual Company	Mr John David Smith AAA Pty Ltd	Mr JD Smith AAA Co $AAA$ P/L
Trusts	Mr John David Smith (Smith Family Account) $\bullet$	John Smith Family Account
Deceased Estates	Mr John David Smith (Michael Smith Account)	Michael Smith (Deceased)
Partnerships	Mr John David Smith and Mr Michael Peter Smith (John Smith & Son A/C)	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith (Smith Investment Club A/C)	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd (Superannuation Fund A/C)	John Smith Pty Ltd Superannuation fund

AI assistant

CYCLIQ GROUP LTD — Capital/Financing Update 2007

64746_rns_2007-10-08_682e553d-3717-4140-8fe2-2e83f8270550.pdf

Board of Directors

Registered and Principal Office

Share Registry

Independent Accountants HLB Mann Judd 15 Rheola Street

Auditors

Solicitors to the Company

Independent Geologists

Rigel Petroleum Consulting

IECTION

Chairman's Letter

Dear Investor

Investment Overview

IMPORTANT NOTICE $1.6$

SUMMARY OF OFFER 3.2

INDICATIVE TIMETABLE $\mathbf{B} \mathbf{B}$

PURPOSE OF THE OFFER AND USE OF FUNDS $3 +$

PRO FORMA CAPITAL STRUCTURE OF THE COMPANY 3.5

isting BIGHTS ISSUE OF TIONS $\Box$ F 3.6

INVESTMENT BISH $77$

SECTION

$+1$ THE OFFER

$H.E$ VENDOR SHARES

$+5$ CONDITIONALITY OF OFFER

ملك ملكا minimum suescalerion

OPENING AND CLOSING DATES 45

UNDERWRITING AND HANDLING FEE 45 H

4.7 ALLOTMENT UNDER THE OFFER

4.8 GRANTING OF OFFICIAL QUOTATION ON ASX

4.9 NON-RESIDENT OFFERS

T.IO CHESS

RESTRICTED SECURITIES 41.44

THUR ONBOIVIO SI.4

T.IS RISH FACTORS

FINANCIAL FORECASTS AND FORWARD-LOOKING TATEMENTS

THE PRIVACY ACT

$4.16$ ENGUIRIES

SECTION S

Directors and Governance

DIRECTORS $\mathbf{E}$

Peter Taylor John Hampshire, Non-Executive Chairman $CA$

Neville John Bassett, Non-Executive Director

BBus., CA

Craig Steven Willis, Executive Director

CORPORATE GOVERNANCE STATEMENT 6.2

Summary of Board Charter

Summary of Audit Committee Charter

Summary of Nomination Committee Charter

Summary of Remuneration Committee Charter

Summary of Remuneration Policy

Summary of Code of Conduct

Summary of Policy and Procedure for Selection and Appointment of New Directors

Summary of Process for Performance Evaluation of the Board, Board Committees, Individual Directors and Key Executives

Summary of Policy for Trading in Company Securities

Summary of Compliance Procedures

Summary of Procedure for the Selection, Appointment and rotation of External Auditor

Summary Shareholder Communication Strategy

Summary of Risk Management Policy

Principle 2

Recommendation 2.4: The Board should establish a Nomination Committee

Principle 4

Recommendation 4.2, 4.3: The Board should establish an audit committee and structure it in accordance with Recommendation 4.3

Principle 9

Recommendation 9.2: The Board should establish a Remuneration Committee

SECTIOI

Modena Resources and its Projects

$7.1$ BACKGROUND

$7e$ CORPORATE OBJECTIVES AND STRATEGIES

$7.3$ THE MODENA PROPERTIES

$7.3.1$ South Lost Hills Properties (10% working interest)

$7.3.2$ Wilson Prospect

TITLE AND LEASEHOLD INFORMATION $7 +$

OTHER OPPORTUNITIES $7.5$

GEOLOGIC EVALUATION OF THE BLOCK A - BLOCK B AREA

A. Overview

B. Stratigraphy

C. Geologic Structure

D. Previous Drilling

CYCLIQ GROUP LTD Capital/Financing Update 2007

$7_e$ CORPORATE OBJECTIVES AND STRATEGIES

$C₁$ PROJECT HISTORY