DART MINING NL — Capital/Financing Update 2007

Apr 4, 2007

DART MINING NL ACN 119 904 880

PROSPECTUS FOR AN OFFER OF 25,000,000 SHARES AT AN ISSUE PRICE OF 20 CENTS EACH TO RAISE A TOTAL OF \$5,000,000.

INCLUDING THE OPPORTUNITY TO PARTICIPATE IN THE ISSUE OF BONUS OPTIONS.

LEAD MANAGER AND BROKER: INTERSUISSE LIMITED AFSI. 246827.

EMPOREANT THIS PROSPECTUS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. IF YOU DO NOT UNDERSTAND IT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISOR. INVESTMENT IN SHARES OF DART MINING NL SHOULD BE REGARDED AS SPECULATIVE.

IMPORTANT INFORMATION

This Prospectus is dated 34 March 2007 and was lodged on 14 March 2007 with Australian Securities and Investments Cornmission ("AS(C"). Dart Mining NE ACN 119 904 880 ("Dart" or the "Company") will apply to ASX Eimited (operating as Australian Securities Exchange) ("ASX") within seven days of the date of this Prospectus for admission to the official list of ASX and permission for quotation on ASX of both the Shares offered by this Prospectus and existing Shares of the Company.

ASIC and ASX take no responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus after its expiry date of 13 April 2008, being the date 13 months after the date of this Prospectus. Applications for Shares may be made on an Application Form which is included in or accompanies this Prospectus. The Corporations Act prohibits the Company from processing any Applications received until after the expiration of the seven day period after the date of lodgement of this Prospectus ("Exposure Period"). The Exposure Period may be extended by ASIC by up to a further seven days. Applications received during the Exposure Period will not be processed until after the expiry of that period. No preference will be given to Applications received by Dart derate the Exposure Period.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. 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 and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No person is authorised to give any information or make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus.

This Prospectus will be issued in paper form and is available in electronic form on the Company website (www.dartmining.com.au). The offer of Shares pursuant to this Prospectus in electronic form is available only to bersons receiving an electronic form of this Prospectus within Australia.

RISKS

An investment in Dart is highly speculative as mineral exploration is subject to a wide range of risks, and there is no guarantee of success. Accordingly, before deciding to invest in Dart, potential investors should read this Prospectus in its entirety and, in particular, consider the specific and general risk factors set out in Section 4 that could affect the performance of the Company. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant. stockbroker, lawyer or other professional advisor before deciding whether to invest.

EXPOSURE PERIOD

in accordance with Chapter 6D of the Corporations Act, this Prospectos is subject to an Exposure Period of 7 days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of ap to 7 days. The purpose of the Exposure Period is to enable examination of the Prospectus by market participants prior to the Offer of new Shares. That examination may result in the identification of deficiencies in the Prospectus, in which case, any application received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications received prior to the expiration of the Exposure Period will not be processed until the Exposure Period has expired. No preference will be conferred on Applications received during the Exposure Period merely because of the time at which they were received and all Applications received during the Exposure Period will be treated as if they were received simultaneously on the date the Offer opens.

Certain abbreviations and technical and defined terms used throughout this Prospectus are set out in Sections 5 and 30. All references to currency are in Australian dollars unless otherwise specified. Dollar amounts in this Prospectus. are exclusive of GST, unless otherwise specified. The photographs in this Prospectus do not depict the assets or operations of the Company unless specified.

ENOTITRIES

If applicants have any questions about the Offer they should contact their professional advisor or the Company on 03 9621 1533 or by email to applications@dartmining.com.au.

TABLE OF CONTENTS

	IMPORTANT NOTICE	INSIDE FRONT COVER
	INVESTMENT HIGHLIGHTS AND RISKS	PAGE 2
	MESSAGE FROM THE CHAIRMAN	PAGE 3
ł	CORPORATE OVERVIEW AND DETAILS OF THE OFFER	PAGE 5
$\sum_{\alpha\beta}$	DART'S PROJECTS	PAGE 12
$\overline{\mathbf{3}}$	DIRECTORS AND MANAGEMENT	PAGE 32
4	RISK FACTORS	PAGE 37
5	INDEPENDENT GEOLOGIST'S REPORT	PAGE 40
6	INVESTIGATING ACCOUNTANT'S REPORT	PAGE 64
7	LAWYERS' REPORT (MATERIAL CONTRACTS AND VICTORIAN TENEMENTS)	PAGE 74
8	TENEMENT CONSULTANT'S REPORT (NEW SOUTH WALES TENEMENT)	PAGE 82
9	ADDITIONAL INFORMATION	PAGE 87
10	GLOSSARY OF TERMS USED IN THIS PROSPECTUS	PAGE 98
	APPLICATION FORM	PAGE 99
	CORPORATE DIRECTORY	INSIDE BACK COVER

INDICATIVE DATES

Prospectus lodged with ASIC	TA MARCH 2007
Offer opens (Opening Date)	DR MARCH 2007.
Offer closes (Closing Date)	TREE HERLAND
Expected despatch of transaction confirmation statements.	t may 2007
Expected commencement of trading of Shares on ASX	-3 MAY 2007

The above dates are indicative only and may vary. The Company, in consultation with the Lead Manager and Broker, reserves the right to vary the Opening Date and Closing Date of the Offer without prior notice. For clarity, the Company, in consultation with the Lead Manager and Broker, reserves the right to close the Offer earlier than the Closing Date specified above. This means that the Offer could close within one day if it is fully subscribed and therefore applicants are encouraged to apply early.

SUMMARY CAPITAL STRUCTURE	o S USBEA	9Ĥ
Securities on issue held by Directors prior to the Offer Securities issued to raise seed capital prior to the Offer (including to Directors). Securities issued pursuant to this Prospectus.	32,500,000 5,250,000 25.000.000	29.2% 12.3% 58.5%
TOTALS	42.750,000	$100\%$
Bonus Options to be issued to all Shareholders at a Record Date approximately 8 weeks after listing on ASX (20c exercise price).	21,375,000

Issue price per Share: 20 cents.

Notional Market Capitalisation of issued Shares at issue price: \$8,550,000.

Refer to Section 1.4 for a detailed description of the Company's capital structure and Section 1.5 for a description of the Bonus Options.

INVESTMENT HIGHLIGHTS

• HIGHLY PROSPECTIVE TENEMENTS COVERING APPROXIMATELY 1,700 SQUARE KILOMETRES OVER SEVERAL HISTORIC GOLDFIELDS AND KNOWN PORPHYRY TARGETS, ALL OF WHICH HAVE REMAINED LARGELY UNEXPLORED OVER THE PAST 100 YEARS.

• > GOLD (SULPHIDES) AND BASE METALS EXPLORATION PROJECTS IN THE LACHLAN FOLD BELT IN NE VICTORIA AND SE NEW SOUTH WALES.
• * DISSEMINATED GOLD AND BASE METAL DEPOSITS ASSOCIATED WITH THE MOLONG VOLCANIC ARC OF EASTERN AUSTRALIA.
• P. USING THE POLYGONAL VORTEX MODEL TO UNDERSTAND AND LOCATE MINERALISATION.
• » INITIAL EXPLORATION PLANNED WILL INCLUDE DRILLING IDENTIFIED TARGETS IN THREE HISTORIC GOLDFIELDS.
• P. BUCKLAND GOLDFIFLD DRILLING AT FAIRLEY'S PROSPECT TO TEST THE DOWN PHINGE EXTENT OF THE IDENTIFIED GOLD LODE STRUCTURE AND ASSOCIATED DISSEMINATED GOLD MINERALISATION
• * MT ELLIOTT GOLDFIELD (NEAR CORRYONG) DRILLING TO TEST THE CONTINUITY AND DOWN PLUNGE EXTENT OF THE JUST-IN-TIME AND HOPE LINES OF LODE.
• P DART GOLDFIELD PRELIMINARY SCOUT DRILLING AT THE MOUNTAIN VIEW PROSPECT OF TEN SHORT PERCUSSION HOLES CONFIRMED THE PRESENCE OF GOLD MINERALISATION. THE MINERALISATION IS OPEN ALONG STRIKE IN BOTH DIRECTIONS AND DOWN DIP AND DRILLING IS PLANNED TO TEST THE EXTENT OF THE MINERALISATION.
• » EXPERIENCED BOARD AND MANAGEMENT TEAM
• * A LONGER TERM OBJECTIVE OF DART IS TO UNDERTAKE EXPLORATION OF THE PORPHYRY SYSTEMS WITHIN THE TENEMENTS IN WHICH IT HOLDS AN INTEREST WITH THE AIM OF DISCOVERING AND DEVELOPING LARGE PORPHYRY REDUCED INTRUSIVE RELATED GOLD-SILVER-BASE METAL SYSTEMS.

risks

An investment in Dart is highly speculative as mineral exploration is subject to a wide range of risks, and there is no quarantee of success. Accordingly, before deciding to invest in Dart, potential investors should read this Prospectus in its entirety and, in particular, consider the specific and general risk factors set out in Section 4 that could affect the performance of the Company, a summary of which factors is set out below:

• materal exploration is a high risk business. There can be no assurance that exploration will result in the discovery of a mineral deposit or economically mineable reserves. There are presently no JORC-defined mineral resources on the Tenements;
• It is likely that Dart will require further equity or debt funding to finance its future activities, after completing the expenditure programs detailed in Section 2 over the two-year period described. No assurance can be given that the Company will be able to procure that funding, which may adversely affect its business;
• other risks include operational, tenement title, community and environmental, technical and managerial, Native title, gold price and exchange rate and general risks.

You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional advisor before deciding whether to invest.

Dear Investor

On behalf of the Directors, I am pleased to invite you to become a Shareholder in Dart Mining NL, a company focused on exploration for and development of, gold and base metal projects in the Lachlan Fold Belt in north-eastern Victoria and south-eastern New South Wales.

Victoria's large endowment of gold is again attracting the attention of explorers. However, in contrast to the predominantly suppetty cold of cestral Victoria that was the basis of much of the historic production. Dart is focusing as attention on disseminated gold and base metal deposits associated with the Molong volcanic arc of eastern Australia.

The Company's geologists have developed a structural geological model - the Polygon Vortex Model - to help anderstand and predict the location of mineralisation from a regional to a local scale and are using this model to focus the exploration effort.

Dart has amassed significant and strategic tenement interests covering almost 1.700 so km in north-eastern Victoria and south-eastern New South Wales. Within the existing tenements there are wide-spread indications of gold mineralisation across several historic goldfields, including the Buckland, Mt Elliott, Dart and Zulu-Saltpetre goldfields. All of these historic mining areas were recognised as high grade, but failed to live up to the expectations of the early miners primarily because the technology in use at that time could not achieve an adequate vield of gold from its suiphide host mineralisation. Since the cessation of mining in the early twentieth century the region has been all but forgotten by miners with little modern systematic exploration undertaken, thereby providing Dart with an outstanding opportunity.

During the last three years geological fieldwork and some drilling has been undertaken in preparation for presenting this public offering. The results are very encouraging with disseminated gold mineralisation confirmed at a number of prospects ready to drill in 2007, once funding becomes available. In addition, a number of mineralised porphyrys have been identified that are prospective for large copper-gold and related base metal systems. Dart has prioritised several project areas for a fast-track drill focused exploration program with the prospect of advancing rapidly towards production.

The Company's prospective ground holdings, advanced project generation skills, established local relationships and experienced management group give us confidence that we will continge to advance the properties towards a significant gold and/or base metal discovery.

Before you make your investment decision, please carefully read this Prospectus in its entirety and seek professional advice, if required.

On behalf of the Directors, Hook forward to welcoming you as a Shareholder in Dart and to your participation in its future growth.

Yours faithfally

Christopher Bain Chairman

CORPORATE OVERVIEW AND DETAILS OF THE OFFER

DARE GEOLOGIST INSPECTING MASSIVE PYRITE VERNING AT THE NORTH MAMMOTH PORPHYRY PROSPECT.

This section provides a summary only of information relating to Dart Mining NL and the Offer. Prospective investors should read this Prospectus in full.

DART MINING NL

LOCATION

NSW

WETORIA

MELECURE

Dart Mining NL ("Dart" or the "Company") was incorporated on 26 May 2006 to andertake gold and base metal exploration in north-eastern Victoria and south-eastern New South Wales. This region covers historic coldfields and knows anomalous areas of base metal mineralisation associated with one of the most productive structures in eastern Australia - the Gilmore Suture - yet it has remained largely unexplored over the past 100 years.

Dart has entered into an agreement to acquire two tenements in Victoria, namely:

• Exploration Licence 4724 (Buckland); and
• Exploration Licence 4726 (Dart).

Section 9.8.1 sets out farther details of that agreement.

In New South Wales, Dart (through its wholly-owned subsidiary Dart Resources Pty Ltd ACN 050 030 245) holds Exploration Licence 6172 (Tooma).

The above tenements cover approximately 1,700 square kilometres in known areas of mineralisation.

1.2

THE OFFER

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By this Prospectus, Dart offers for subscription 25,000,000 Shares at an issue price of twenty cents (\$0.20) each payable in full on application, to raise \$5,000,000.

All Shares being offered pursuant to this Prospectus will rank equally with each other and will rank equally with existing Shares on issue at the date of this Prospectus. (For details of the existing holders of Shares, see Section 9.4). Rights attaching to the Shares are described in Section 9.5.

The minimum subscription to be raised pursuant to this Prospectus is \$5,000,000.00. If the minimum subscription has not been raised within four months after the date of this Prospectus then all Applications will be dealt with in accordance with the Corporations Act. No oversubscriptions will be accepted.

$1.3$

CORPORATE ADVISOR, LEAD MANAGER AND BROKER

Intersuisse Corporate Pty Etd has been appointed corporate advisor to the Company, Intersuisse Eimited has been appointed as Lead Manager and Broker to the Offer. For a summary of the terms and conditions of the Company's agreement with the corporate advisor and Lead Manager and Broker, see Section 9.8.4.

The Offer is not underwritten.

$1.1$

Prior to the issue of this Prospectus the Company had 17,750,000 Shares on issue.

On listing on ASX, Dart will have 42.75 million fully paid Shares on issue. Table 1 shows the proposed capital structure immediately following the closing of the Offer and on a fully-difuted basis, assuming all partly-paid shares are paid up in fall and all Options are exercised.

TABLE 1 CAPITAL STRUCTURE		SHARES SSUED	Ő Ei Billi ESE SSS	g) NUTAL HOLDING	SIDING	$12.2\,$ EXERCISABL OFTIONS I AT 2002	Ş. SECTION AND ALSO HOMEO
Securities on issue held. by Directors prior to the Offer ?		12,500,000		29.2%	6,250,000		30.6%
Securities issued to raise seed capital subscribed by Directors and officers prior to the Offer 2		1,006,666	\$69.251	2.4%	503,332	1,800,000	6.4%
Securities issued to raise seed capital prior to the Offer and securities agreed to be issued?		4.243.334	\$318,250	9.9%	2,121,668	1,000,000	14.3%
Securities offered pursuant to this prospectus		25,000,000	\$5,000,000	58.5%			48.6%
TOTALS		42.750.000	\$5,387,501	100.00%	21.375.000		100.0%
issue price per share Notional Market Capitalisation of Issued Shares at issue price	20 cents \$8,550,000	NOTES	for further details of interests beld by the Directors, see Section 9.10.

for further details of the existing traders of Shares and securities to be issued, see Sections 9.4 and 9.8.4 - السبب

OPTIONS

The Company has also granted to compasies associated with certain Directors 800,000 free Options to subscribe for Shares, each such option exercisable at 20 cents. The Company has also granted 1,000,000 free Options to the Chief Executive Officer as part of his contract of employment and has agreed to grant 1,000,000 free Options to Intersuisse Corporate Pty Ltd as a corporate success fee on completion of the capital raising. For further details of the terms and conditions of these options, and the grantees, see Sections 9.7, 9.8.4, 9.10, and 9.12.

$1.5$

BONUS OPTIONS

The Company has decided to make an issue of Bonus Options to each Shareholder recorded on the Share Register as at the Record Date which is intended to be approximately 8 weeks after listing on ASX, on the basis of one Bonus Option for every two Shares held (21,375,000 Bonas Options) which confer an entitlement according to the ASX Settlement Rules. The exercise date is proposed by the Company to be any time from the date of grant to 31 May 2010 with an exercise price of \$0.20 each. The Company will issue a further prospectus in relation to these Bonus Options but it will not be necessary to complete a second application form as a result of AS(C Class Order 00/1092, For further details of Bonus Options see Section 9.7.

The purpose of the Offer is to provide the Company with sufficient funds to enable it to carry out the objectives described in Section 2 of this Prospectus.

It is intended that the funds raised by the Offer will be utilised as set out in Table 2 below. The Directors believe that, apon completion of the Offer, the Company will have sufficient working capital to meet its stated objectives for a period of two years.

TOTAL	\$2.627,000	\$2.373,000	\$5,000,000
BROKER COMMISSIONS PAYABLE FROM PROCEEDS.	\$549.000	N/A.	\$549.000
EXPENSES OF OFFER INCLUDING
CONTINGENCY AND WORKING CAPITAL	\$100,000	\$91.000	\$191.000
CAPITAI EXPENDITURE	\$110,000		\$110,000
administration & compliance	\$532,000	\$525.000	\$1,057,000
тоома	\$151,000	\$21.000	\$172.000
PORPHYRIES	\$311.000	\$535,000	\$826,000
DART GOLDFIELD	\$213,000	\$137.000	\$330,000
MOUNT ELLIOTT GOLDFIELD	\$233,000	\$472,000	\$705.000
BUCKLAND GOLDFIELD	\$428,000	\$632,000	\$1,060,000
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TABLE 2 USE OF FUNDS	4ú k.	4ú кf,

The Chart below shows the allocation of funds to be raised under the Offer by anticipated activity areas across the Company's projects described in Section 2 of this Prospectus.

CHART: PLANNED FUNDS ALLOCATION BY ACTIVITY

As with all exploration activities, whilst the Company undertakes activities with the objective, and in anticipation, of success at each of its prospects, there will inevitably be results that show both success earlier than expected as well as disappointment. Consequently, the Company may re-allocate funds described above as may be required to maximise the effectiveness of the Company's exploration program.

$1.7$ NO PROSPECTIVE FINANCIAL FORECASTS - DIVIDEND POLICY

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

In that regard, the Directors do not currently intend to pay dividends. The capacity to pay dividends in the future will depend on a number of factors including future earnings, capital expenditure requirements and the financial position of the Company. The Directors can give no assurance as to the amount, timing, franking or payment of any future dividends by the Company.

An investment in Shares issued under this Prospectus should be regarded as speculative. In addition to the general risks of investing in mineral exploration companies, there are specific risks associated with an investment in Dart which are set out in Section 4 of this Prospectus.

Any information or representation which is not contained in this Prospectus should not be relied upon as having been authorised by the Company or its Board. No person is authorised to give any information or make any representation in relation to the Offer, which is not contained in this Prospectus.

$1Q$

ASX LISTING

Within 7 days of the date of this Prospectus, the Company will apply to ASX to be admitted to the Official List of ASX and for quoration of the Shares issued under this Prospectus and the existing Shares, other than those existing Shares that are, or that ASX is ilkely to treat as. Restricted Securities (as defined in the Listing Rules). It is not proposed to apply to ASX for quotation of existing Options. The Company will use its best endeavours to have the Bonus Options listed for quotation with ASX.

The fact that ASX may admit the Company to its Official List is not to be taken in any way as an indication by ASX of the merits of the Company or the Shares offered by this Prospectus. ASX, its officers and employees take no responsibility for the contents of this Prospectus, including the expert reports that it contains.

If the Shares are not granted official quotation by ASX within three months after the date of this Prospectus (or such longer period as is permitted by the Corporations Act), the Company will refund all Application Moneys in full. No interest will be paid on Application Moneys that are refunded.

It is the responsibility of each applicant to confirm their allocation of Shares before trading in them. Any person who sells Shares before receiving confirmation of their allocation of Shares in the form of a transaction confirmation statement does so at their own risk. The Company and the Lead Manager and Broker disclaim all liability, in negligence or otherwise, to any person who trades the Shares before receiving a transaction confirmation statement.

1.10

NON-RESIDENT INVESTORS

This Prospectus does not constitute an offer or invitation in any place outside Australia where, or to any person to whom, it would not be lawful to make such an offer or extend such an invitation.

No action has been take to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons outside Australia who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

It is the responsibility of non-Australian resident applicants to obtain all necessary approvals for the issue to them of Shares under this Prospectus.

$111$

WITH DRAWAL

The Company, in consultation with the Lead Manager and Broker, reserves the right not to proceed with the Offer at any time before the allocation of Shares to successful applicants. If the Offer does not proceed, Application Moneys will be refunded in full.

No interest will be paid on any Appäcation Moneys refunded as a result of the withdrawal of the Offer.

1.12

EXPIRY DATE

The expiry date of this Prospectus is 13 April 2008, being 13 months after the date of this Prospectus. No Shares will be issued on the basis of this Prospectus after that date.

An Application for Shares will only be accepted on an Application Form attached to this Prospectus in either its paper or electronic format. Applications must be for a minanum of 10,000 shares (\$2,000) and thereafter in multiples of 2,500 Shares (\$500).

The Prospectus is available in electronic form on the Company's website at (www.dartmining.com.au), or on the Lead Manager and Broker's website (www.intersuisse.com.au). The Offer constituted by the Prospectus in electronic form is available only to persons receiving the Prospectus within Australia. Applications may only be made on an Application Form attached to or accompanying the Prospectus or as downloaded in its entirety with the electronic version of this Prospectus. There is no facility for online applications. The Corporations Act prohibits any person passing on to another person the Application Form unless it accompanies the complete and unaltered version of this Prospectus.

Any person may obtain a printed copy of the Prospectus free of charge by contacting the Company.

1.14

APPLICATION FOR SHARES

Completed Application Forms together with the accompanying Application Moneys may be lodged at any time after the lodgement of this Prospectus but will only be processed after the expiry of the Exposure Period and no later than the Closing Date. Cheques must be in Australian dollars and drawn on an Australian branch of an Australian bank and must be payable to "Dart Mining Share Offer" and crossed "Not Negotiable". The Company reserves the right, in conjunction with the Lead Manager and Broker, to extend the Offer or to close the Offer early without notice.

Payment for the Shares is to be made in full on application. Sufficient cleared funds must be held in an applicant's account. and cheques or bank drafts must be maked or delivered to:

MELBOURNE - Intersuisse Limited, Dart Mining Share Offer, Level 37, 530 Collins Street, Melbourne, VIC 3000 SYDNEY - Intersuisse Limited, Dart Mining Share Offer, Level 7, 5 Elizabeth Street, Sydney, NSW 2000

Submission of Application Forms together with Application Moneys constitutes an irrevocable offer by the applicant to the Company to subscribe for Shares on the terms and conditions set out in this Prospectus and in the Application Form. By submitting an Application Form, an applicant for Shares warrants and represents to the Company that they have fully read and understood this Prospectus. No brokerage or stamp duty is payable by applicants under the Offer.

1.15

ALLOCATION OF SHARES

The Company will allot and issue Shares that are the subject of successful Applications as soon as is practicable after the Closing Date and the granting of ASX permission for official quotation of the Shares.

The number of Shares that may be issued under the Prospectus for the Offer is 25,000,000 Shares comprising Application Moneys of \$5,000,000.

An Application constitutes an offer to acquire Shares on the terms and conditions in this Prospectus. The Company in consultation with the Eead Manager and Broker reserves the right:

• not to proceed with the Offer before the issue of Shares;
• to reject any Application, including but not limited to Applications that have been incorrectly completed or are accompanied by cheques that are dishonoured;
• to issue any Applicant fewer Shares than applied for by the Applicant (in which case, the surplus Application Moneys will be refunded within 14 days of the aßotment date. Interest will not be payable on Application Moneys refunded to Applicants); and
• to decide to whom the Shares w@ be issued in its absolute discretion.

it is the intention to allocate Shares to parties associated with the Company, clients of the Lead Manager and Broker, and parties who apply early.

By making an Application, the relevant Applicant agrees, except if Section 724 of the Corporations Act applies, that the Appâcation is an irrevocable offer which cannot be withdrawn, unless the Appăcant has the right to withdraw under the Corporations Act or the Company consents.

In accordance with the Corporations Act, all Application Moneys for Shares will, before the allotment and issue of Shares, be held by the Company in trust in a bank account established solely for the purpose of depositing Application Moneys received.

1.13

By completing an Application Form, applicants will be providing personal information to the Company (directly or through the Share Registry). The Company collects, holds and will use that information to assess the Application and, for successful Applications, to service Shareholder needs, communications and related administration. The information may also be disclosed to persons inspecting the register, bidders for securities in the context of takeovers, requiatory bodies, print service providers, mail houses and share registry activities generally. Shareholder can access, correct and update the personal information that the Company holds on them by contacting the Company or the Share Registry.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth), the Corporations Act and certain rules applicable to ASX listed securities. If applicants do not provide the information required on the Application Form, the Company may not be able to accept or process the Application.

1.17

CHESS

The Company will apply for admission to participate in the Clearing House Electronic Subregister System ("CHESS") in accordance with the Listing Rules and the ASTC Settlement Rules. On admission to CHESS, the Company will operate an electronic issuer sponsored Subregister and an electronic CHESS Subregister. The two Subregisters will together make up the Company's principal register of securities.

Successful applicants will be issued with a transaction confirmation statement setting out the number of Shares issued to them under this Prospectus. The transaction confirmation statement w# also set out the Security Reference Number or Holder (dentification Number for the respective issuer sponsored or CHESS holding.

At the end of the month following the allotment, CHESS (acting on behalf of the Company) will provide all Shareholders with a holding statement that confirms the initial transactions on their holding. A holding statement (whether issued by the Company or CHESS) will also provide details of each Shareholder's Shareholder Reference Number (in the case of a holding on the issuer sponsored Subregister) or Holder (dentification Number (in the case of a holding on the CHESS Subregister). Following distribution of these initial transaction confirmation statements to all Shareholders, a holding statement will only routinely be provided to a Shareholder at the end of any subsequent month during which the balance of the Shareholder's holding of securities changes. Existing Shareholders, fo%owing guotation of existing Shares by the ASX (other than Shares designated by ASX as Restricted Securities), will be issued holding statements to replace the Share certificates currently held by them.

118

RESTRICTED SECURITIES

As a condition of admitting the Company to the Official List. ASX may classify certain Shares held prior to the date of this Prospectus as Restricted Securities (see Section 9.11). The effect of such a classification is that the Restricted Securities, subject to limited exceptions, cannot be dealt with for a period as determined by ASX. None of the Shares to be issued pursuant to this Prospectus will be Restricted Securities.

119

TAXATION CONSIDERATIONS

The taxation consequences of any investment in Shares will depend on the investor's particular circumstances. It is an obligation of investors to make their own enquiries concerning the taxation consequences of an investment in the Company.

If you are in doubt as to the course you should follow, you should consult your stockbroker, lawyer, accountant or other professional advisor without delay.

1.20

ENQUIRIES REGARDING THE OFFER

If applicants have any questions about the Offer they should contact their professional advisor or the Company on 03 9621 1533 or by email to applications@dartmining.com.au, or Intersuisse Limited on 03 9629 8288 or 02 9233 2100.

DART'S PROJECTS

DART GEOLOGISTS ANAEYSING WATER SAMPLES FROM THE NORTH MAMMOTH PROSPECT.

The Company's objectives are:

• To explore for and discover a gold resource of sufficient size for Dart to become a gold producer;
• To grow initial gold production by on-going exploration success, building a resource base across different aoidfelds:
• To be successful in discovering and developing large gold and base metals mineralised systems in porphyry - Reduced Intrusive Related Gold ("RIRG") gold-silver-base metals targets.

Dart has established a strategic tenement interest holding in north-eastern Victoria and south-eastern New South Wales, areas which are prospective for gold, silver and base metals. The Tenements are host to at least five separate coldfields, mined sporadically from the 1880s to the early 1900s and contain multiple high grade gold lode style and disseminated gold prospects. Since that time those goldfields have not been subjected to substantial modern ceological evaluation. The "Dart tenement" (EL4726) also hosts a number of porphyry intrusives many with anomalous geochemistry and structure indicative of RIRG style gold-silver-base metals mineralisation.

Dart intends to implement a comprehensive exploration program focused initially on drilling already defined targets on the Texements. The maltiple prospects represent a unique opportunity to explore these mineralised systems. in addition, Dart intends to continue to identify and evaluate exploration prospects and opportunities generally within the Lachian Fold Belt.

FIGURE A STRUCTURAL SETTING OF THE TENEMENTS WITHIN THE LACHLAN FOLD BELT

$\overline{2}$

Dart's projects are located where the major east Australian Molong volcanic arc converges with the back-arc sedimentary basin of the Lachlan Fold belt. The volcanic arc hosts disseminated gold-copper porphyry deposits such as the Endeavour-Peak Hill deposits near Parkes. Cowal, Ridgeway and Cadia in New South Wales and the Benambra copper-zinc deposits south of the Dart tenement in Victoria. The adiacent back arc sedimentary basin of the Lachlan Fold belt's Central Province is known to host tin-bismuth-tundsten-oold-silver-lead-zinc and rare earths within the Girlambone-Orneo Structural Zone, as shown in Figure A.

Due to the convergence of the metallogenic betts, the Tenements may simultaneously host structurally controlled high grade and disseminated lode gold deposits, disseminated porphyry gold-copper and RIRG precious-base metals systems that include bismuth-tin-copper-lead-zinc mineralisation, as shown Figure B. Generally the latter are more reduced in oxidation state compared to classic porphyry systems. These RIRG systems are a relatively newly recognised class of mineralisation first described in the Palaeozoic Tintina Gold Province of North America (e.g. Donlin Creek and Fort Knox) and are now recognised in other major intrusive related disseminated gold-base metal provinces worldwide. Proterozoic examples in Australia include Tanami and Teller. The relationships between the different styles of RIRG mineralisation are shown in Figure C.

Previously these systems may have been overlooked in part due to their lower magnetic signatures. Now, however, recognition of RIRG systems including the porphyry variants is providing a new impetus in exploration for disseminated base and precious metal systems worldwide.

FIGURE B

STRUCTURAL ELEMENTS OF THE POLYGON VORTEX MODEL SHOWING KEY MENERALISED CENTRES IN FL4726

Dart's geological team has developed the "Polygon Vortex Model" ("Polygon Model" or "Model") to assist in both the selection of prospective mineralised areas and the methodology of exploration. Initially, the Model helped explain mineral clustering across the Tenements.

The Model seeks to predict a higher probability of disseminated gold mineralisation occurring in originally thin earth crust environments within certain structurally prepared sites, controlled by a Late Silurian to Early Devonian trans-tensional tectonic framework that was active between the Benambran and Bindian Orogenies. Within this setting, metal-laden fluids focussed along different generations and orientations of intersecting faults splaying off the Gilmore Suture Zone. Strong groups of structures define mineralisation Corridors. A number of differently orientated Corridors have now been identified by the Company, including the Dart, Zulu, Dinner Creek and Buckwong Creek Corridors, the Towong-Tawonga Corridor, and the Empress and Mammoth Corridors. Another important corridor, the Indi Corridor, a major Gilmore Suture flexure, controls the massive copper-zinc Wilga and Currawong mineralisation near Benambra (refer to Figure B).

The Polycon Model seeks to predict major mineralising activity where corridors intersect and the Model's fractal component explains areas of enhanced dilatory structures, randing from macroscopic to microscopic scale. The Model's vortices highlight targets of enhanced disseminated mineralisation and have application in exploration from broad regional to detailed prospect scale within the corridors and local structures. It is applicable at targeting large RiRG systems as well as gold lode and associated disseminated gold style mineralisation already known to be present within the Tenements (refer to Figure C).

$FIGURE C$ SCHEMATIC DIAGRAM SHOWING THE RELATIONSHIP BETWEEN DIFFERENT MINERALISATION STYLES IN AN RIRG SYSTEM

A significant regional feature is the major flexure of the Gilmore Suture thought to arise by docking of the Suture Zone against a deep crustal nucleus in the Ordovician-Silurian period within the Victorian-New South Wales border region (refer to Figure A). This flexure gave rise to an extensive set of radiating splay faults across the Tenements. These structures occur in the transition zone of the arc and back-arc terrains and may have assisted in the development of a plumbing system for the penetration of mineralising fluids, giving rise to combined porphyry/RIRG. systems (refer to Figure C). Also genetically related to and controlled by these structures are the disseminated gold mineralisation afready identified in the known goldfields within the Tenements.

The Tenements are large and strategically located, covering a number of porphyry clusters and RIRG systems prospective for a diverse range of gold-silver-base metal mineralisation styles. Prospects include smaller near surface high grade gold lode structures, to larger subsurface gold targets, large disseminated gold-silver and base metal porphyries and RIRG mineralised systems. The Polygon Model will be used to quide the Company's exploration activities to what is anticipated to be the more prospective areas.

$2.2$

TENEMENTS

Dart is exploring within three Exploration Licences, two of which are located in north-eastern Victoria and one in south-eastern New South Wales. The total area of the Tenements is approximately 1,700km² and they are well serviced by infrastructure, including major highways and secondary roads, together with numerous bush tracks established for forestry access. The town of Corryong (population 1100) is located just outside the boundary of E£4726, and the town of Bright (population 2000) is located near EL4724. E£6172 (fooma) is accessed by sealed secondary roads approximately 30 km north of Corryong.

TABLE 3 TENEMENTS تمميز $\langle \phi_{\alpha} \rangle$	MAG Ž -45 ------- Z.	${j_{1},j_{2}}$ $1 - 1 - 1 - 1$ ్టే įvo. Z. ם. C.C 10	المناد $\frac{1}{2}$ ៍ تماما Ś riak L SAN t.G	$\frac{1}{2}$ $\mathcal{L}$ $\lambda_{\rm eff}$ . $\widetilde{\mathbb{Z}}$ $\square'$ Æ,
EL4724	Buckland (ViC)	31/10/2003	30/30/2008	352
EL4726	Dart (VIC)	31/30/2003	30/10/2008	1220
EL6172	Tooma (NSW)	12/12/2003	11/12/2007	129

For further details, see the Lawyers' Report and Tenement Consultant's Report at Sections 7 and 8 of this Prospectus.

F14724 (BUCKI AND)—FAIRLEY'S PROSPECT

$2.3$ 2.3.1

Situated approximately 200 kilometres from Melbourne in north-eastern Victoria, the Buckland Valley goldfield is situated entirely within EL4724 (Buckland) (refer to Figure E). Fairley's prospect is a "re-discovery" which Dart considers of exploration significance. The prospect is situated at 800 metres elevation on a ridge above Fairley's Creek, a tributary of the Buckland River and its extensive historic alluvial gold workings.

232

HISTORIC PRODUCTION

LOCATION

Aŝtuvial gold production from the Buckland goldfield was continuous from 1853 to about 1919, with a second period of production in the 1930s which included large hydraulic and bucket dredge operations. However, the reported hard rock orogenic style deposits were small and insufficient to explain the source of such consistent alluvial gold production.

The Alpine Observer (a contemporary local newspaper in the 1800s), reported extensively on production from the mines in the field. The rediscovery of Fairley's resulted from detailed research by Dart's geologists to "look for differences" among over 375 individually identified orogenic style gold occurrences. Although lost in modern accounts of the goldfield, newspaper reports then considered the Fairley's Creek Mine as one of the most significant hard rock deposits found in the field. The Mine exhibited unusual mineralogy compared to the smaller surrounding orogenic lodes, in which the cold was traditionally free milling. Despite contemporaneous reports of very high crades, the low vields realised suggests to Dart that substantial gold was contained in sulphides and not able to be recovered on site with the technology of the time.

2.3.3

PROSPECT GEOLOGY

Gold at Fairley's prospect is primarily hosted in sulphide mineralisation within north-west trending structures associated with local deformational folding. Recent mapping by Dart's geologists has confirmed the historic accounts of the gold lode characteristics. Surface sampling within the old open cut workings and sediments surrounding the gold lode structure has identified high grade gold tode mineralisation within a broader zone of disseminated gold within mineralised stockworks.

The Towong-Tawonga Fault splay off the Gilmore Suture intersects strike elements of country rock fabric, at a prospect scale, magnetic and structural features include a significant fault (from geophysical interpretation) striking sub-parallel with the north-west trend of the goldfield to define the macro-polygonal 'Buckland Goldfield Vortex'. Early Devonian age porphyritic stocks, possibly of the Pridolian mineralisation epoch, together with early Cainozoic volcanic plugs, occupy these structures.

These structural features together with the marked mineralogical difference that distinguishes Fairley's prospect from the many small orogenic style gold veins elsewhere in the Buckland goldfield, suggests a genetic connection between the Fairley's prospect mineralisation and the porphyry mineralisation epoch of EL4726 (Dart).

FIGURE E BUCKLAND GOLDFIELD GEOLOGY AND PROSPECT LOCATION

EXPLORATION OBJECTIVE, PLAN AND BUDGET

Dart's initial objective is to fully evaluate the Fairley's prospect by drilling to test for extensions of the high grade gold lode mineralisation mined historically, and the associated disseminated cold mineralisation identified by Dart's geologists. (Figure F)

FIGURE F LONG SECTION OF THE FAIRLEY'S PROSPECT

The Work Plan proposed for Fairley's, which is subject to the approval of the DPI, provides for the construction of track access through a degraded and abandoned pine plantation, following an overgrown disused track. Once over the gold lode outcrop, a switchback track for drill access is intended to be established up the spur crossing the Fairley's lode position at regalar intervals. This will allow a clear view of the gold lode geology for mapping and sampling, thereby providing a better gaide to the style and scale of the near sarface Fairley's gold mineralisation. A proposed drilling program will then test the depth extent of gold mineralisation at Fairley's (Figure F). The budget for this program over the first two years under the proposed Work Plan is approximately \$1,060,000. However, the Directors intend to accelerate this work if it were to become apparent that the prospect hosts sufficient mineralisation to warrant an intensive drilling program.

Field mapping and sampling will also be undertaken to evaluate further nearby prospects, including Kaufman's & Sampson's and Great White Star, all considered to present disseminated gold targets. Other targets to be evaluated include New Year's Gift, a high grade gold vein prospect that appears to show atypically long mineralised shoots (Figure E).

F14726 (DART) - MT FLHOTT GOLDFIFLD

$2.4.1$

LOCATION

The Mt Elliott goldfield is situated some 2 kilometres from the Murray Valley Highway and less than six kilometres east of the town of Corryong in north-eastern Victoria, and is accessible year round by farm roads to the edge of the State forest. It will be one of the first of Dart's projects to be drill tested.

2.3.4

Historical accounts of the Mt Elliott goldfield, from the 1880s to early 1900s ascribe some £250,000 to the gold value derived from the high grade gold lodes, which equates to about 83,000 ounces of gold production. Consistent with those accounts, Dart's geologists have observed workings along the 3km Bust in Time and Hope lines and historical accounts of the New Cham Mine which was mined to a depth of 125m and reported an average 10 ounces of gold per ton mined over a three-year production period (Figure G).

FIGURE G MOUNT ELLIOT GOLDFIELD

$2.4.2$

2.4.3

A number of features at both regional and prospect scale appear to support the prospectivity of the Mt Elliott goldfield. These include a large magnetic anomaly that underlies the host rocks of the Mt Elliott goldfield, which is postulated to be a pluton that could have provided the heat source for the hydrothermal fluids that formed the goldfield. Significantly, the possible presence of a pluton strengthens a genetic connection with the crustal thighing phase and extensional tectonics regime considered to be responsible for the porphyry mineralisation in this EL. This is important as it implies that disseminated gold mineralisation may be associated with the high grade lodes at Mt Elliott.

The Towong-Tawonga Fault splay, seen as significant in EL4724 (Buckland), passes through the Mt Eliott goldfield. There is also evidence of a late Silurian - Early Devonian age dyke swarm, which is considered to be genetically related to the extensional phase of crustal thinning. Dart's research has uncovered historical evidence of gold mineralisation over several metres in dioritic dykes associated with the Just in Time line of workings at a locality known as the Pinnacle. Copper mineralisation occurs in association with the Burra Volcanic Caldera and dyke swarm to the west and the northern RIRG porphyry precious-base metal field adioins the Mt Elliot coldfield to the south.

$2.4.4$

EXPLORATION OBJECTIVE, PLAN AND BUDGET

Dart's three-dimensional modelling of the Just in Time and Hope lines of lode indicates the continuation of significant zones of gold mineralisation, both down dip and along strike below the old workings, is likely. The Just in Time line of lode, together with splay and parallel gold lodes extends for over three kilometres, and accordingly, the 7km long Mt Elliott goldfield presents an accessible priority target to be tested by drilling.

Recent sampling by Dart of waste durnps on the Mt Etiott goldfield confirms gold assaying up to 15g/t. in arsenopyrite-rich lode material (Figure H). It is believed by the Company that because of the sulphide-rich ore, gold recovery by the early miners was low using the technology of the time.

Drill targets have been generated and a drilling program, for which there is a Work Plan approved by the DPI, is proposed as a fast test of the key targets (Figure H).

The program is planned in three phases. First, reverse circulation drilling will be used to test a 700m strike section of the Just in Time and Hope lines of lode, then follow up diamond drilling will test continuity of historic gold grades over minable widths. If successful, Dart intends to continue an intensive drilling program. The Company's budget for this work is \$705,000.

FIGURE H MT ELLIOT GOLDFIELD: IUST IN TIME LINE DRILL PROGRAM

LOCATION

The Dart goldfield is located some forty kilometres south of Corryong, to the west of the main Corryong to Benambra road. Extending over approximately ten kilometres on a north-south trend, only the northern third of the known historic mined area is within EL4726, the southern two thirds being in the Victorian Alpine National Park, Access from the main road is by forestry tracks, and the Mountain View prospect is an initial focus of Dart's exploration program in this goldfield.

$2.5.2$

HISTORIC PRODUCTION

Historic records suggest that in the Dart goldfield only some of the gold was recovered and despite the fact that the ore was roasted before mercury plate recovery much of the gold was retained in sulphides and lost due to limitations of the technology at the time. The sulphide concentrates were recognised as valuable but generally not saved.

The Mountain View prospect was discovered by Polmear in 1881 when 160 tonnes of oxidised ore was crushed for an average yield of ? ounce per tonne. The mine was then purchased by the Dark River Company which erected a roasting furnace and chlorination plant in 1884. Over ensuing years the lode was worked intermittently by open pit, adits and shafts to a depth of 32 metres. Historically recorded production at Mountain View was 42.5 kg {1,365 ounces} of gold from 954 tonnes of ore during the period 1883-1888.

In 1994, Mountain View Resources Pty Ltd (a company then associated with a current Director, Bernhard Hochwimmer) endertook a small test pit operation that yielded some 250 cences of gold from approximately 1,100 tonnes of mixed oxide and sulphide ore.

DARE GEOLOGISTS EOOKENG AT SULPHIDE GOLD ORE IN THE MOUNTAIN VIEW GOLD TREAL PIT.

2.5.3

The Dart goldfield is influenced by splay structures and the Cravensville Volcanic Arc, specifically the Dartella volcanic caldera. Numerous known gold-silver-base metal lodes occur in proximity to a dyke swarm and the Glendart Syncline.

The Empress corridor intersects the Dart Corridor at a section of the Dart goldfield that hosts both the Mountain View and Dart mines, as well as a Pridolian Epoch I-type intrusive that is anomalous in gold. Dart considers this intersecting vortex position of particular significance since the intrusive lies on the axial plane of the Glendart syncline that in turn is on strike with the large Mammoth porphyry mineralised system to the south. It is, however, just one of the prospective plutons in the Dart Fault Pluton String.

2.5.1

PROSPECT GEOLOGY

FIGURE I STRUCTURAL COMPONENTS OF THE DART - ZULU AND SALTPETRE MINING AREAS)

The Mountain View lode structure outcrops as a ferruginous zone over several kilometres containing many mine workings, including the shallow Moantain View gold workings, extending for 300m along strike. Nearby the Golden Bell workings occur on a parallel structure that also extends for several kilometres. There are numerous parallel lode structures within the Dart goldfield, giving an aggregate length of some 20 kilometres of gold lodes to be explored.

The Dart goldfield comprises a number of discrete gold lode structures although individually the target size of gold lodes may be small. Dart's exploration program seeks to define sufficient supergene enriched and sulphide targets within the goldfield that could aggregate into a significant gold project.

At Mountain View, a scout percussion drill program was undertaken in May 2006 to provide an indication of gold grade and continuity directly below the Mountain View trial pit (Figure 3). Ten holes were drilled (fable 4) on seven sections over a strike distance of 53 metres and intersected gold mineralisation in all holes ranging from 1.7g/t to 9.9g of gold per tonne over a true width estimated from 2 to 7 metres. (A number of holes were planned, however to date only the ten holes shown in Table 4 below have been drilled, hence the hole identification numbers are not in sequence.)

TABLE 4	MOUNTAIN VIEW DRILL RESULTS					$\sim$ $\sim$ نمسد
ş till a õ II.	Ž ÍŚ MÜA	Ž mpo. sint. ķ. ž MÜA	12.14 .,., $\cdots$ 38 ලා සර Pressure, . Ŝž	Ċ., iyiş ula mà Ö -y-a	$\cdots$ Z 5,50 ã Ġ, Ł.	$\overline{\phantom{a}}$ v. $\ddotsc$	$\mathcal{L}^{\text{max}}$ Z سد Ţ. Ŏ., ă EORU.
MVD03	567.448	5.960.879	270	-45	3	2m @ 2.66 g/t Au	35
MVD05	567,448	5,960,888	270	-55	3	4m @ 3.78 g/t Au Including 1m @ 7.3 g/t Au	32
MVD07	567,449	5,960,902	270	-70	2	8m @ 5.13 g/t Au, Including 1m @ 23.8 g/t Au	34
MVD08	567.450	5.960.902	270	-86	2	14m @ 3.2 g/t Au Including 2m @ 7.0 g/t Au	39
MVD012	667.450	5,960,913	270	$-44$	4	4m @ 9.9 g/t Au Including 3m @ 20.3 g/t Au	31
MVD013	567,451	5,960,913	270	$-75$	4	6m @ 6.21 g/t Au Including 3m @ 9.11 g/t Au	30
MVD014	567,452	5,960,913	270	-90	8	11m @ 4.63 g/t AB Including 4m @ 5.72 g/t Au	24
MVD018	567.450	5,960,921	270	$-43.5$	3	2m @ 4.99 g/t Au	30
MVD023	567.452	5,960,932	270	-60	3	2m @ 1.84 g/t Au	34
MVD022	667.450	5,960.927	270	-46	1.5	2.5m @ 1.70 g/t Au	6.9

The drilling demonstrated subsurface continuity of gold mineralisation and is regarded as highly encograging. Mountain View mineralisation remains open along strike and at depth and, adjacent to the main lode there are untested gold-bearing silicification zones.

Dart proposes further drilling to test the Mountain View lode mineralisation for extensions beneath the silicified and ovritic zones outcropoing along the ridge. Thereafter, and depending on the results achieved, bulk sampling may be undertaken to determine the mining and metallurgical characteristics of mineralisation.

There are a sumber of similarly accessible historic gold mines in the goldfield including the pearby Dart Mine. Because of the clustering and the near surface nature of the gold mineralisation, initial evaluation will use standard soil geochemistry methods along the defined lines of gold lode to select target zones for follow-up.

The Company has budgeted \$288,000 over the next two years to undertake this program.

EL4726 (DART)-ZULU AND SALTPETRE GAP GOLDFIFLD $26$ LOCATION

2.6.1

Located to the south-east of the Dart goldfield and accessible from the main Convong to Benambra road along minor roads and fire tracks, this goldfield is one of the lesser-known Victorian goldfields.

2.6.2

HISTORIC PRODUCTION

The Zulu-Saltpetre Gap goldfield includes the Mountaineer. Lady Lock. Treasury and Lone Hand mines operated in the 1890s by the South Federation Company (Figure I). In 1898 mining widths of approximately 5m were reported at the "Lady Lock" with some 1,873 tons ore returning 508 oances (~8.3g/t) of retorted gold. Historically, the deepest ore mined was to 45m at the Treasury mine; here, some 450 tons of ore yielded 493 ounces (~33.5q/t) of retorted gold from a winze. Prospecting by the Victorian Heights Prospecting Syndicate in a 1931 campaign was reported by Victorian Government geologist, John G. Easton, to have recorded assays of up to 4 ounces/ton.

2.6.3

PROSPECT GEOLOGY

The Zalu-Saltnetre Gan goktfiekt lies sub-parallel and proximal to a repeat of the Glendart Syncline Beadoc Group sediments and the Saltpetre Gap fault (Figure 7). This area is prospective for a Mammoth porphyry style system or disseminated gold mineralisation. The gossanous outcrops of the gold fodes can be traced for a considerable distance and the reported high grade gold bearing sulphides below the oxide zone is an exploration target.

2.6.4

EXPLORATION OBJECTIVE. PLAN AND BUDGET

The clustering and near surface nature of the mineralised gold lodes in the Zulu-Saltpetre Gap goldfield is similar to the Dart goldfield. Dart's exploration objective is to define sufficient discrete supergene enriched and sulphide targets that could aggregate into a project. This concept is consistent with that of the Mountain View prospect in the Dart coldfield (see Section 2.5).

Dart's geologists have undertaken reconnaissance sampling of the Zalu goldfield and conferred gold mineralisation at the historic Zula Mine. It is intended that this and other prospects in the field will be evaluated by mapping, sampling and, if considered warranted, geophysical surveys, prior to any decision to drill. Over the next two years \$42,000 is intended to be expended to progress this evaluation.

2.7.1

$2.7$

OVERVIEW

Dart has achieved substantial progress toward understanding the porphyry style of mineralisation in the Tenements by geological, geophysical, metallogenic and structural synthesis through geological time scales, aided by three-dimensional digital modelling. This led to the development of the Polygon Vortex Model. The Polygon Model assists Dart in identifying porphyry exploration targets.

Gold-silver and base metals mineralised systems are evident in the southern sector of EL4726 (Dart) at the Mammoth-Donovan Hill system and in what the Company refers to as the "Northern Sector Porphyries". Gold-base metals mineralisation is associated with the Cravensville Volcanic Arc as RIRG style with similarities to Fort Knox and other major gold-base metal deposits in the Tintina Belt of North America.

2.7.2

EL4726 (DART) - SOUTHERN SECTOR PORPHYRIES

In the southern sector of this tenement, magnetic anomalies occur on intersecting polygonal elements, termed by the Company as the Dinner Creek and Buckwong Creek magnetic targets (Figure I). These bodies are interpreted by Dart to be buried I-Type intrusive plugs that may help explain alluvial gold occurrences, the source for which appears not to have been found by historic alluvial miners working along Dinner and Buckwong Creeks. Miners did, however, reportedly observe visible gold within fragments of "mineralised granite" from the wash. This reported observation reinforces the possibility of a genetic link to intrusives within the southern sector of this EL (see Figure I).

At the Marnmoth-Donovan Hill prospect, polygonal boundary closure is provided by the country rock grain of the north trending Dart Corridor, with the extension tectonics leading to the possibility of zones of bar-like gold-silver-base metals mineralisation in the Corridor (Figure K). The axial plane projection of the Glendart Syncline (which extends from the Dart goldfield) makes it possible that the organic Bolindian Shales of this down-faulted sequence were intersected at depth by porphyry intrusives, providing a catalyst for the gold-silver-base metals mineralised system. Black organic slates and dome folding which occur in this area have similar patterns to those recognised in mineralised porphyries of other regions.

It should be noted that approximately half of the ten kilometre long Mammoth prospect area fies outside the EL and within the Victorian Alpine National Park.

DONOVAN'S HILL CONCEALED PORPHYRY PROSPECT TAKEN FROM NORTH MAMMOTH PROSPECT.

At Donovan Hill, Dart has interpreted a classic geochemical and geophysical ring anomaly as a vortex zone which suggests a concealed porphyry plug lying beneath a sliver of the Saltpetre Gap Fault thrust zone. The Saltpetre Gap Fault is interpreted from the publicly available magnetic data, as a shallow North dipping and North-East trending zone exceeding 800m width. The overall interpretation of the Donovan Hill anomaly is based on previous work by Pan Australian Mining Ltd and Conwest, a close spaced aeromagnetic survey flown by the Geological Survey of Victoria in 1995 and Dart's own mapping program, which found evidence of sulphides including silver and tinasomalism (Figure K).

The Donovan Hill ring anomaly joins with the Marnmoth geochemical anomaly southward, where it envelopes the mineralised porphyry bar-like outcrop that extends south across the Gibbo River and into what is now the Victorian Afpine National Park to where companies including Conwest and Pan Australian Mining Ltd undertook limited drilling in the 1980s, prior to the declaration of the National Park. The results of that drilling encourage Dart to further investigate that mineralisation associated with the Mammoth Porphyry which is within the EL.

FIGURE K MAMMOTH AND DONOVAN'S HILL SOIL AND STREAM SEDIMENT GEOCHEMISTRY

The Northern Sector Porphyries are located at the intersection of the Empress and Zulu Corridors where structural elements comprise intersecting thrust sheets interpreted by the Polygon Model, and which are considered by Dart to be prospective for gold, silver and base metals mineralisation (Figure L).

Past exploration activity by CRA Exploration Pty Etd has identified widespread soil base metal anomalies. The more significant anomalies appear to be concentrated in the corridor intersection region as predicted by the Polygon Model.

At the Mt Morgan and Mt Unicom prospects, a high palaeo-level emplacement is suggested by petrography and geologically by the cover rocks which include myolitic cap rocks and anomalous leakage geochemistry. Whilst very fine magnetite is widespread in the contact areas, these porphyries are consistent with the RIRG class of mineralisation.

The Empress Corridor is an important Polygon Model feature hosting the Northern Sector Porphyries and a string of magnetic I-Type dioritic intrusions, termed by the Company as the "Dart Fault Platon String". Soil geochemistry surveys by Western Mining Corporation, in the 1970s, defined a target known as Scorodite Spur aligned with the Dart Fault Pluton String that shows anomalous arsenic (up to 950ppm) and with some anomalous copper and zinc. Samples bearing the mineral scorodite, the namesake of the prospect, are anomalous in As. Bi. Ag. Au. Cu and Pb and show an association with ogartz and iron oxide veining. WMC did not endertake ferther work at this prospect but in the light of the Model and the metal affinities with RIRG systems, this prospect will be further investigated by the Company (Figure M).

$2.7.4$

EXPLORATION OBJECTIVE, PLAN AND BUDGET

Typically in RIRG systems, semi-reduced to moderately oxidised fluids are responsible for mineralisation. Low magnetism in these systems is possibly the main reason they have not been recognised in the past. Dart considers the Polygon Model and recognition of RIRG systems as a decisive exploration quide.

Dart aims to further resolve the interpretation of Mammoth-Donovans Hill before undertaking firnited stratigraphical drilling on the North Mammoth drill target. If considered warranted, a second phase of geophysically targeted drilling would aim to penetrate the fault sliver cap at depth to test for the presence of the Marmhoth protolith plug.

At the Northern Sector porphyries Dart intends to use geophysical surveys to assist in determining afteration vectors to gold-siver and base metals mineralisation and to refine the interpretation. Drill testing of targets beneath the cap rocks on the margin of the Mt Morgan and Mt Unicom high palaeo-level intrusions will follow.

Dart's interpretation of the systems as RIRG encourages Dart to further explore the porphyries within the Dart EL with the objective of a major gold/base metal discovery. The Polygon Model has been the first step in understanding this structurally complex system, its refinement will quide further exploration toward the objective of discovering mineralisation. Dart has budgeted \$826,000 for this work over the next two years.

LOCATION DESCRIPTION

The Tooma region is in southern New Soath Wales close to the Victorian border and is linked by sealed secondary roads to the Victorian town of Corryong, Following a statutory relinquishment in 2005, this Tenement now comprises five discrete areas selected to cover what Dart's geologists consider the more prospective areas. The total area of E£6172 is approximately 129km2.

$2.8.2$

HISTORIC PRODUCTION

Historically, the prospectivity of this Exploration Licence is related to historic alluvial gold production which is reported as 120,000 ounces of gold. There are four main alluvial targets: Tooma, Mannus, Tarcutta Creek and Burra Creek. Deep Lead targets beneath shallow overburders occur at Surface Hill (Figure N).

$2.8$ $2.8.1$ Past drilling of the Tooma deposit, showed that alluvial material containing approximately 0.2 g/m³ Au occurs with minor sapphire under shallow overburden. Mannus Creek and the Tarcutta deposit have similar alluvials, although the latter is smaller and possibly higher grade. Burra Creek is smaller again but could also be of a higher grade. Tin, ilmenite, rutile, gamet, and corundum/sapphire with diamonds have been reported in the Tumbarumba region generally.

This Tenement lies close to an important section of the Gilmore Suture Zone where a major inflexion begins before it crosses into Victoria just east of the Tenement, where its continuation is known as the Indi Fault.

2.8.3

EXPLORATION PLAN AND BUDGET

Dart intends to undertake an extensive regional study of the tectonic and structural setting, using the Polygon Model to identify and evaluate prime structural locations for gold-base metals mineralisation. Regional assessment by hydro-geochemistry is planned. This will be supported by field checking to investigate the possibility of the Tooma EL to host RIRG porphyry systems to account for the alluvial deposits the source of which has never been explained. Dart also intends to evaluate tungsten targets at Quartzville and investigate the historic Pioneer gold vein.

The Company has budgeted \$172,000 over the next two years to undertake this program.

DIRECTORS AND MANAGEMENT

THE DART RIVER AT THE DART GOLDFIELD.

DIRECTORS AND MANAGEMENT

The Cornoany's exploration program will be managed by Executive Directors Dean Tumbull and Bernhard Hochwimmer. Upon completion the Offer and ASX listing, the Company's Chief Executive Officer, John Quayle, will co-ordinate and manage the Company's corporate, administrative, investor and other non-exploration activities.

$3.1$

$\overline{\mathcal{S}}$

BERNHARD HOCHWIMMER

EXECUTIVE DIRECTOR MANAGER GEOLOGY aded 53 Bernhard graduated from The University of New England, BSc, 1978, with multidisciplinary double majors in zoology, biochemistry and ecology, and from The University of Tasmania, 1980 with a geology double major. Bernhard has twenty five vears' industrial experience as a geo-scientist with integrated multidisciplinary training and experience in Engineering Geology and Medical Geology. Bernhard has been involved in multiple discoveries including gold, as well as heavy minerals; rare earths: silica and diatomite reserves for Westralian Sands Ltd (now lluka). He has poblished definitive works in both heavy mineral deposit genesis and medical geology. Bernhard is a member of AIG, the Geological Society of Australia and the international Medical Geology Society (IMGS).

STEPHEN POKE

with drilling companies.

NON-EXECUTIVE DIRECTOR aged 44 Stephen has over 25 years of technical and management. experience in all forms of surface. diamond and reverse circulation. drilling as well as extensive experience in anderground drilling. Over the past 25 years Stephen has been involved in and managed. some of the largest drilling orograms in Australia in various senior management positions.

ROARD OF DIRECTORS

DEAN TURNBULL EXECUTIVE DIRECTOR MANAGER EXPLORATION

aded 37 Dean is a geology graduate from the Bendigo College of Advanced Education and has a Postgraduate Honours degree in geology from the Key Centre For Ore Deposit and Exploration Studies (CODES). at the University of Tasmania. Dean is an exploration and mine deologist with over 16 years' experience, predominantly within Victoria and southern NSW, Roles have spanned the spectrum from grass roots exploration to Resource/Reserve estimation on large scale mining projects and he has specialised in 3D geological and structural modelling. Dean consulted to Beadigo Mining for several years. More recently Deanhas been working as a consultant. deplodist producing deplodical and exploration models on Victorian projects at Bendigo, Glen Wills, Costerfield and Castlemaine. Dean is a member of AtG.

PAGE 32

IOHN OBAYLE

CHIEF EXECUTIVE OFFICER & COMPANY SECRETARY aded 56

John graduated from the University of Canterbury (NZ) in 1972 with degrees in Science (Mathematics - Honours) and Business Administration and subsequently in 1999 gained a Masters in Applied Finance from Macquarie University. He has over 30 years experience in the mining and petroleum sectors. and throughout his career has held senior management. roles at North Broken Hill. Pasminco, WMC and previously at Minara Resources where he was Company Secretary through the period of its recapitalisation. John is a Member of the AuslMM and AICD.

CHRISTOPHER BAIN

CHAIRMAN & NON-EXECUTIVE DIRECTOR aded 54

Chris is a geologist and mineral economist, graduating in Applied Geology from RMIT in 1978 and gaining a post graduate diploma in mineral economics from Macquarie University in 1986. He has worked in anderground mine geology in Mt Isa and l'asmania and exploration around Broken Hill, Joining the finance. sector in 1986 he held positions. of responsibility in mining research. for funds management, and stockbroking at ANZ McCaughan. As a Director of investor Resources, Chris has been instrumental in mining project divestitures and acquisitions, evaluations and valuations, capital raisings including several initial public offerings and ASX listings. He is a member of the AasIMM and the AICD.

RICHARD UDOVENYA

NON-EXECUTIVE DIRECTOR aged 45

Richard is a Partner of the law firm ResourcesLaw international, Dart's legal advisors. He has 20 years' legal experience in Australia and New Zealand and holds a Bachelor of Laws, a Bachelor of Commerce and a Graduate Diploma in Applied Finance and Investment (SIA). Richard is also a Fellow of the Financial Services institute of Australia. Richard's focus is in the corporate, corporate governance. and commercial law areas. He is a director of, and legal advisor to, a number of Australian and international companies.

DART MINING NI, PROSPECTUS

The Directors are responsible for protecting the rights and interests of the Shareholders through the implementation of sound strategies and action plans and the development of an integrated framework of controls over the Company's resources, functions and assets. The Directors will also ensure that significant risks facing the Company have been identified, and that appropriate and adequate control, monitoring and reporting mechanisms are in place.

However, for a company the size of Dart, it may not be appropriate or practicable for it to comply with all of the Principles of Good Corporate Governance and Best Practice Recommendations of ASX Corporate Governance Council. Nevertheless, the Directors intend to move as soon as is practicable to adopt corporate governance policies and practice established by ASX Corporate Governance Council and will report on the Company's compliance in the current financial vear's financial report, assuming the Company is listed on ASX.

This statement outlines the main corporate governance policies, which the Directors have adopted. The Directors have also adopted a Board Charter which seeks to protect the rights and interests of shareholders and ensure the Cornoany is properly managed.

GENERAL

The Company does not have any formally constituted committees of the Board of Directors. The Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of special or separate. committees. The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate educal standards.

COMPOSITION OF THE BOARD

The Board comprises five Directors. The names, qualifications and relevant experience of Directors are set out in Section 3.1. The Constitution provides that Dart must have at least three and not more than twelve Directors. There is no requirement for any Director's shareholding qualification.

Presently, there are no independent Directors serving on the Board. The Board believes the individuals on the Board can make, and do make, quality and independent judgements in the interests of the Company. Directors who have a conflict of interest in relation to any item of business must absent themselves from the Board meeting before discussion on that item.

As the Company's activities change in size, nature and scope, the size of the Board will be reviewed, with a view to maintaining a Board that can adequately and appropriately supervise the Company's activities.

The Board does not have a nomination committee. Members of the Board have been brought together to provide a blend of qualifications and skills, along with the experience required for managing a company operating within the exploration and minima industry in Australia. Where appropriate, independent consultants will be engaged to identify possible new candidates for the Board.

APPOINTMENT AND RETIREMENT OF NON-EXECUTIVE DIRECTORS

The Constitution provides that Directors are subject to retirement by rotation, by order of length of appointment with one third of Directors retiring and/or offering themselves for re-election every year. Retiring Directors are eligible for re-election by shareholders at the annual general meeting of the Company. Every Director is subject to re-election by shareholders at least every three years.

DUTIES OF DIRECTORS

Directors are expected to accept all duties and responsibilities associated with the running of a public company, to act in the best interests of the Company and to carry out their duties and responsibilities with due care and diligence.

Directors are required to take into consideration conflicts when accepting appointments to other Boards. Accordingly, Directors wishing to accept appointment to other Boards must first seek Board approvat. Approvat will not unreasonably he withheld.

PAGE 34

INDEPENDENT PROFESSIONAL ADVICE

The Board has determined that individual Directors may, in appropriate circumstances, engage outside advisors at the Company's expense. The engagement of an outside advisor is subject to the prior approval of the Board, which will not unreasonably be withheld.

COMPENSATION ARRANGEMENTS

The maximum aggregate amount payable to son-executive Directors as Directors' fees has been set at \$200,000. per annum. The Constitution provides that non-executive Directors' fees can only change pursuant to a resolution of the Company in general meeting.

The Board is responsible for reviewing and negotiating the compensation arrangements of senior executives and consultants.

INTERNAL MANAGEMENT CONTROLS

The Company's interests are located in both Victoria and New South Wales. The Executive Directors exercise control over Dart's day-to-day operations. The Board also monitors the performance of outside consultants engaged from time to time to complete specific projects and tasks.

IDENTIFYING SIGNIFICANT BUSINESS RISK

The Board regalarly monitors the operational and financial performance of the Company's activities. It monitors and receives advice on areas of operation and financial risk and considers strategies for appropriate risk management. All operational and financial strategies adopted are aimed at improving shareholder value. However, the Directors recognise that mineral exploration is inherently risky.

A general overview of some of the key risks associated with Dart's business and activity in the exploration and mining industry, is provided in Section 4 of this Prospectus.

CONTINUOUS DUCLOSURE

The Company will put in place mechanisms to ensure compliance with continuous disclosure obligations, once listed on ASX. Those mechanisms will be adopted to ensure the gathering, assessment and co-ordination of the disclosures of information on a timely basis and in a balanced manner, and ensure the Company's employees, consultants and advisors understand the obligation to bring material information to the attention of the Company.

AUDIT AND COMPLIANCE COMMITTEE

The Company will establish an audit and compliance committee upon completion of the Offer. The Committee's role will be to oversee the integrity of financial reporting, the selection and application of accounting policies, the identification and management of risk, and review of the operation of internal control systems.

INDEMNITY AND INSURANCE

In accordance with the Constitution and to the extent permitted by law:

• the Company will indemnify the Directors and officers for any liability fincluding any liability for certain legal costs) to persons other than the Company or a related body corporate that they may incur while acting in the capacity of a Director or officer of the Company, except a liability to the Company or a related body corporate or where the liability arises out of conduct involving a lack of good faith, dishonesty or specified breaches of law; and
• the Company may pay insurance premiums in respect of the contract insuring Directors and other officers of the Company against any liability incurred by those Directors or officers in their capacity as Directors or officers of the Company, except in circumstances prohibited by the Corporations Act or otherwise as provided by the Constitution.

The Company has entered into a deed of indemnity, access and insurance with each of the Directors and with the Chief Executive Officer (for further details, see Section 9.10).

RISK FACTORS

THE HESTORIC DART MINE BATTERY STEAM ENGINE - DART RIVER GOLDEELD.

The Compasy is as early stage mineral exploration company with a primary focus on gold and base metal exploration in Victoria and New South Wales. The fature prospects of the Company are dependent on a variety of factors and subject to risks. This Section is not intended to be an exhaustive list of the specific and general risks that may be encountered by Dart in advancing its exploration projects. Some of these risks can be mitigated by the use of safecuards and appropriate systems and actions, but many are outside the control of the Company and cannot be mitigated. Accordingly, an investment in Shares offered by this Prospectus should be considered speculative.

$4.1$

4.2

EXPLORATION RISK

RISK FACTORS

Mineral exploration is a high risk business with no quarantee of success. Currently there are no JORC-defined mineral resources on the Tenements in which Dart holds an interest. There is no assurance that exploration on any of the exploration tenements, or on any mining tenements that may be acquired in the future, will result in the discovery of a mineral deposit or economically mineable reserves. In the event of a discovery, development of a mine may not prove to be economically viable dae to factors outside the Company's control.

Future exploration activities of the Company may be affected by a range of factors including but not limited to:

• the failure to defineate economically recoverable ore bodies;
• geological and geographical conditions;
• adverse weather conditions or limitations on activities due to seasonal weather patterns or physical conditions ffor example flood or busbfael:
• uranticipated operational and technical difficulties:
• industrial and environmental accidents:
• changing government regulations; and
• many other factors beyond the control of the Company.

OPERATIONAL RISKS

There are certain risk factors which may affect any exploration, mining and production activities which Dart may wish to andertake in the future including but not limited to:

• the failure to receive the necessary approvals and consents from all relevant authorities and parties (including from the Minister as referred to in Section 9.8.1 "Tenement Acquisition Agreement");
• the lack of availability of both suitable plant and equipment (including drilling plant and equipment) and the expertise of consultants and contractors:
• usexpected delays is completing assays and metallurgical testwork;
• unexpected shortages or increases in the cost of consumables, spare parts, plant and equipment;
• mechanical failure and breakdowns:
• unanticipated plant and technical and operational difficulties encountered in extraction and production activities;
• the inability to accurately predict underground geological conditions.

FUTURE CAPITAL REQUIREMENTS

It is likely that Dart will require further equity or debt (or a combination of both) funding to finance its future activities after completing the expenditure programs described in Sections 1 and 2 over the two year period described. No assurance can be given that Dart will be able to procure that funding in a timely manner on terms acceptable to it. If that additional funding cannot be obtained, the Company may need to reduce the scope of its activities, which may adversely affect its business and its financial performance and condition.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain in good standing title to the Tenements, and obtaining all required approvals for its activities. In the event that exploration programs were to be unsuccessful, this could lead to a diminution in the value of the Tenements, a reduction in the cash reserves of the Company and possible relinquishment of Tenement interests held.

$4.4$

4.3

TENEMENT TITLE RISK

Exploration licences are granted subject to various conditions including, but not limited to, expenditure conditions, (For further details, see the reports at Sections 7 and 8). Failure to comply with these conditions may expose the licences to forfeiture. All of the licences in which the Company has an interest will be subject to application for renewal from time to time. Renewals are subject to the discretion of the Minister and may include additional or varied work and expenditure commitments and, compulsory relinquishment of areas presently comprising the Company's Tenement interests.

PAGE 37

The imposition of new conditions or the inab@ty to meet those conditions may adversely affect the Company's business and its financial performance and condition. If a licence is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that licence.

4.5

COMMUNITY AND ENVIRONMENTAL RISKS

Dart welcomes the opportunity to consult with local communities, share information about Dart's activities with those communities and give them a reasonable opportunity to express their views about those activities. However, any community opposition to the Company's activities may have an adverse effect on those activities, and may result in the Company incurring additional cost and experiencing delay in the timely progression of its projects.

The Company takes very seriously its obligations towards the natural environment in which it operates. In that regard, the Company's projects are subject to various Federal and State laws, regulations and restrictions regarding access to Crown land, work proposed to be undertaken, environmental and conservation matters, and the discharge of hazardous waste and materials. Any failure to observe those laws would lead to the risk of liability on the part of the Cornoany. Whilst Dart's work plans, and exploration and possible mining activities generally, will impact on the environment, the Company intends to conduct and manage its activities in a professional manner that is not only legally required but with environmental sensitivity, in order to minimize damage to the environment and the risk of liability. Investors should note that the tenements in Victoria in which Dart is interested are close to the Victorian Afpine National Park and, as such, the Company may, from time to time, be required to comply with environmental management and approval issues that arise from factors beyond its control.

$46$

TECHNICAL AND MANAGERIAL PERSONNEL

The Company's success depends to a significant extent on retaining its key management personnel. The loss of services of certain such personnel could have a material adverse effect on the Cornoany's future, and could delay the timely procression of the Company's projects.

The future and success of the Company also depends on its ability to attract and retain highly qualified technical and managerial personnel. Competition for such personnel can be intense. The inability to attract and retain the necessary technical and managerial personnel could also have a material adverse effect upon the Company's future.

$4.7$

NATIVE TITLE

Dart's activities within the Tenements could be adversely affected by the existence of native title or were native title claims to be made over those areas. As a consequence, Dart's proposed activities may be delayed and additional costs fincluding the liability for the payment of compensation to traditional landowners) may be incurred. Additionally, the existence and discovery of Aboriginal sites or relics (including those which are known to the Company) may limit or preclude the Company's activities in certain areas. It is therefore possible that, in relation to the Tenements that, there may be areas over which legitimate legal Aboriginal native title rights exist. If such native title rights do exist, the ability of the Company to gain access to the Tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations, may be adversely affected.

48

GOLD PRICE AND EXCHANGE RATE RISK

As the Company's potential earnings may be derived from the sale of gold and base metals, these earnings will be closely related to the price of these commodities. The sale of these commodities may expose the Company to commodity price and exchange risk rates. The international price of gold and base metals is denominated in United States Dollars, which may expose the Company to adverse currency and commodity price fluctuations.

4.9

GENERAL RISKS

There are general risks associated with equity capital markets in Australia and internationally. Dart's activities may be aftered or disrupted by many factors outside the Company's control including, investor sentiment, Australian and international economic conditions, interest rates, monetary and fiscal policy and changes in government legislation or, government intervention. As noted above, the failure to raise equity capital in the future could result in the Company not being able to continue to maintain tengre of the Tenements or complete exploration programs as planned.

INDEPENDENT GEOLOGIST'S REPORT

MINERS AT UPPER ADITS. FAIRLEY'S CREEK MINE, 1890'S. PHOPOGRAPH COURTESY OF PERCY CROFT COLLECTION. ROSE CHANDLER,

AUSTRALIAN GEOSCIENTISTS PTY LTD

$ACN - B16 - 860 - C25$ PO Box 150 Bellbowrie OLD 4070 Phone 07 32025442 Fax 07 38781433

18th January 2007

The Directors Dart Mining N.E. Level 3, 15 Queen Street Melboarne VIC 3000

Dear Sirs.

RE: INDEPENDENT GEOLOGIST'S REPORT ON EXPLORATION PROPERTIES

1.0 INTRODUCTION

The Directors of Dart Mining N.L. ("Dart") have commissioned Australian Geoscientists Pty. Ltd. ("AGPL") to prepare as Independent Geologist's Report ("Report") on the exploration property interests held by Dart in New South Wales and Victoria. These are referred to in this report as the "Dart Tenements" or the "Dart Projects".

This Report has been prepared at the request of the Directors for inclusion in a Prospectus ("the Prospectus") is issued by Dart for an initial Public Offering ("IPO") to be dated on or about 14 March 2007. Through the Prospectus, Dart intends to raise \$5 million by the issue of 25 million fully paid ordinary shares each of 20 cents.

Mr Neil Stuart, who is a duly authorised representative and director of AGPL, has prepared the text and supervised other parts of the Report. Mr Stuart has had over 35 years experience in the minerals industry and is a Fellow of The Australasian Institute of Mining and Metallurgy, a member of the Mineral Industry Consultants Association and a Member of The Australian Institute of Geoscientists. He specialises in advanced project assessment and exploration management.

The exploration projects of Dart are situated in the north-east corner of Victoria and south-east New South Wales. Gold is the main target commodity. Mr Stuart has a wealth of experience in the exploration for and assessment of gold resources (as well as many other commodities) and has visited the main prospect areas of the Dart Projects.

Mr Stuart has been supplied with geological and other information and data on the project areas. In addition, Mr. Stuart has accessed other available information that he considered to be relevant to the preparation of the Report.

Mr Staart has relied on the observations and interpretations of previous explorers, exploration consultants and Dart geological staff. Dart has indemnified both Mr. Stuart and AGPL for liability arising from reliance on information provided or from available information not provided and for any further activities relating to enquiries from the Australian Stock. Exchange and the Australian Securities and Investments Commission ("ASIC") with regard to the Report.

The views and conclusions expressed in this Report are solely those of AGPL and Neil Stuart. Generally however these views concur with the views of Dart.

As appraisal of all the above mentioned information forms the basis of this Report.

All references to mineral resources are consistent with the most recent Australasian Code (and Guidelines to the Code) for Reporting of Identified Mineral Resources and Ore Reserves: Reports prepared by the Joint Committee of The Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia ("JORC").

In this Report, AGPL observes the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for independent Expert Reports ("The Valmin Code"), which is referred to by ASIC and the ASIC Practice Notes 55, 43 and 42.

Mr. Stuart observes Section 947B of the Corporations Act 2001. In accordance with Corporations Requiation 7.6.01 (1) (u) and Corporations Amendment Regulations 2003 (No. 7) 2003 No. 202, the independent report is not financial product advice but is intended to provide investors with expert opinion on matters relevant to an investment in Dart. Neil Stuart and AGPL are not operating under an Australian financial services licence and the advice in the independent report is an opinion on matters other than financial products and does not include advice on a financial product.

Yours faithfully

a ang pagpagananan
San Tanggang pang pang

Neil Stuart (Director)

DART MINING N.L. - INDEPENDENT GEOLOGIST'S REPORT

GENERAL INTRODUCTION

The Dart geological team have assembled a highly prospective portfolio of mineral exploration tenements in Victoria and southern New South Wales which are described in this report. The focus of the exploration will be gold, but copper and other base metals will also be targeted. The concepts behind the selection and development of the tenement areas are based on sound geological principles with some innovative aspects also being employed. All the selected areas have been known as gold producing areas, in the past.

A total of approximately 1,700 square kilometres is covered by the three tenements. This is an extremely large area and covers a maltitude of geological environments, mineral prospects and old mining areas.

The proposed exploration programs and budgets for the various tenements have been professionally devised and are realistic and relevant to the targeted mineralisation models.

The Dart geological team have developed the Polygon Vortex Model ("Vortex Model" or "Model") to assist in the selection of prospective mineralised areas and the methodology of exploration to be employed in those areas.

The model has been applied to one of the major features related to mineralisation in south-eastern Australia -The Gilmore Sutare - which extends from north-central New South Wales into north-eastern Victoria. The sature and associated fault splays are associated with many centres of mineralisation including important operating mines in New South Wales such as Cadia, Ridgway, Cowal etc. (Figure 1).

FIGURE 1 THE POLYGON VORTEX MODEL AND GILMORE SUTHRE MINERALISATION ASSOCIATION.

Briefly, the Model concerns the Late Silurian to Early Devonian (Pridolian - 420M years ago) mineralising epoch, a period in which a regime of trans-extensional thin crust tectorics allowed the ingress of deep mineralising fluids into the Gitmore Suture Solay faults acting as a plumbing system in association with intrusive related (porphyry style) Disseminated gold and base metal mineralisation. The various fault splays and lower order fault systems are commonly distributed on a fractal based pattern displaying polygonal boundaries which define areas of dilation, intrusive activity and mineralisation. Such areas of dilation commonly show evidence of mineralisation and early mining activity and are considered to be valid major targets for modern mineral exploration.

Dart's geological team have selected and secured large favourable areas of this system within south-eastern Victoria and southern NSW, which (compared to areas of the Gilmore Suture in NSW) have been relatively neglected in modern times.

The areas selected and acquired as Exploration Eldendes (EL's) are shown in Figure 2. They are:-

• The Buckland EL4724 which is located to the south and west of Bright in north-eastern Victoria.
• The Dart E14726 located arousd and south of Corryong in north-eastern Victoria.
• The Tooma EL6372 located near and around Adelong (Turnbarumba) is south-eastern NSW.

These exploration licences include many productive goldfields, many of which have not received any significant modern evaluation. The historic goldfields and mining centres wholly contained within the licences include the:

• Buckland Goldfield
• Mt. Elliott Goldfield Dart Goldfield
• Zulu and Saltpetre Gap mining centres
• Survevors/Dimer /Backwong Creek (Upper Indi) alluvial fields
• Mammoth and Gibbo River zone
• Teorna / Tumbaramba / Manus / Burra and Tarcutta altuvial fields
• Quartzville Reefs area

The tenements therefore contain a diverse range of mineralisation styles and target sizes that are highly prospective for modern re-evaluation, and for some prospects, this will be the first activity in some 100 years.

The amount allocated in the Company's budget for exploration on each of the Dart Tenements is considered by AGPL to be appropriate and adequate to carry out the exploration programs as proposed.

EXCAVATION OF THE MOUNTAIN VIEW TEST PT (1994) - HISTORICALLY MINED LODE CORE (DARK AREA) AT LIMITS OF POLMEARS STOPE

FIGURE 2. TENEMENT AND PROSPECT LOCATIONS.

EL4724 (BUCKLAND)

INTRODUCTION

E£4724, (Buckland) covers an area of some 352 square kilometres and is located south and west of the township of Bright in north-eastern Victoria (Figures 1, 2 and 3). The EL covers the entire historical Buckland Alkwial Goldfield and many hard rock gold occurrences and old mines.

GENERAL GEOLOGY AND MINERALISATION

The general geology is shown in Figure 3. One of the main structural features is the cross terrain south-west trending Towong-Tawonga Fault Splay system corning off the Gilmore Suture (located to the east). This feature appears to give rise to mineralisation foci on local north-westerly trending structures, which commonly host auriferous zones.

Historical research by Dart has identified some 375 individual gold prospects within the EL, with only a few of these being recorded officially in Government publications. A major re-discovery from this research was the Fairley's Prospect. At this prospect (see Figures 3 and 4) gold is hosted in sulphide mineralisation within north-west trending folded and deformed structures in Ordovician sediments and metasediments. The main gold bearing lode contains minor quartz and a few percent sulphide and is surrounded by lower grade disseminated gold mineralisation in the adiacent sediments. This style of gold mineraliSation differs from the plethora of smaller quartz rich gold lodes regionally considered to be associated with a thick compressive crust regime or orogenic gold. Structural features suggest that there is a genetic connection with the Fairley's system to Early Devonian age porphyritic stocks (possibly of the Pridolian mineralisation epoch) and onward along strike (to the north-west) to the Mo-Cu Everton Porphyry centre. The suggestion is that the Fairley's style of mineralisation is connected with the porphyry style mineralisation and distinct from the numerous orogenic style gold bearing veins elsewhere in the Buckland Goldfield.

FIGURE 3.

MINING AND EXPLORATION HISTORY

The alluvial goldfields at Buckland were worked contingously from 1853 to about 1919. There was then a second period of production in the 1930's, involving large scale, backet dredging operations. However gold produced from hard rock, vein style deposits was very minor and such situations seemed insufficient as sources for the large alluvial resources.

The Fairley's lode produced some 6000 tonnes of ore with an average grade of 15 g/t Au from a recorded 1500 tonne portion. The lode was reported to have a width of up to 6.0m and a mined strike length of 90 metres. The number 2 level was reported to have ended work on a 4.6m wide face with grades up to 26 g/t Au. Historical reports indicate that sightly less than hail the gold was contained within sulphides, which made extraction difficult for the early miners.

Dart geologists have completed detailed 3D modelling of the Fairley's target and have identified several key structural trends that are typical of this style of mineralisation. The model is compiled within a regional 3D base model of the wider Buckland Goldfield which aimed to identify additional targets of the Fairley's style of gold mineralisation. To date two additional targets of this style have received preliminary investigations (Great White Star and a possible paratel line of the Kashnash's Group) and are showing highly anomalous gold mineralisation over significant widths and strike lengths.

Recent mapping and sampling at Fairley's by Dart has defined broad zones of mineralisation within stock work. zones and there is also high grade mineralisation (5.6m at 10.6 g/t Au) within the main lode itself as shown on Figure 4. From available data a long section has been prepared for the mine area and is given as Figure 5. This Figure also shows where likely drill hole positions may intersect the projected dip of the lode based on the current 3D model.

FIGURE 4. FAIRLEY'S PROSPECT GEOLOGY AND SAMPLING SUMMARY.

PROSPECTS, POTENTIAL AND PROPOSED EXPLORATION

Exploration activity will be aimed at evaluating the Fairley's lode for both extensions of the high grade (15 g/t Au) lode style mineralisation and the associated disseminated, lower grade (but higher tonnage) mineralisation identified by Dart geologists.

A drilling program is plasned to enable drill holes to penetrate the down-dip and down-plange extensions of the known Fairley's Lode. The projected drill hole pierce points on the long section are shown in Figure 5. It will also be necessary to construct access tracks and drill pads for the program. The number of holes and pierce points will be driven by exploration results and subsequent 3D model updates. Consequently drill hole positions shown in figure 5 are likely to vary as the precise dip and pitch of the mineralisation is not yet known.

FIGURE 5 FAIRLEY'S HISTORIC DATA AND SAMPLING SUMMARY.

In addition, evaluation (by detailed, prospect scale geological mapping, rock chip sampling and etc.) of other known historical mining areas within the EL will be carried out. These areas include: - Kaufmanns and Sampson's (on the same line of lode), Great White Star (near Buckland Junction) and New Year's Gilt.

The budget for the proposed initial two year program is \$1,060,000 which is adequate for the proposed program and to meet minimum expenditure commitments.

REFERENCES

Easton, J., 1912. The Happy Valley Reefs. The Buffalo Creek Auriferous Belt and The Buckland River Allovial and Quartz Mining Area, Unpublished Report. Bulletin. Geological Survey of Victoria.

Flochwimmer, B.H and Tumbull, D.G (2005). EL4724 AND EL4726, BUCKLAND AND DART PROJECTS. North-East Victoria, Combined Second Annual Technical Report for the Period to 30th June 2005. Unpublished Report, Appendix 1, pp. 14. $.38₁$

Flochwinmer, B.H and Tumbull, D.G (2006). EL4724 AND EL4726, BUCKLAND AND DART PROJECTS, North-East Victorial Combined Third Annual Technical Renna for the Period to 30th Tune 2006. Unoubfished RenormAnceparix 2, o 10, Swit, A. (2005). The Buckland River Goldfield. A Historical Record of the Quartz Reef Workings and Other Related Items of Interest. Unnuhlished Report on 38 - 41

Tafbot, D. 2004. The Buckland Valley Goldfield. Speciality Press Albury ISBN No. 0-9757170-0-6.

EL4726 (MT ELLIOTT AND DART GOLDFIELDS)

INTRODUCTION

EL4726, covers an area of 1220 square kilometres and is located east and south of the township of Corryong in north-eastern Victoria (figures 1 and 6). Access is via several main roads that skirt the edges of the EL, Further access is via gravel and/or dirt roads and tracks, including fire trails, which criss-cross the area.

THE MT ELLIOTT GOLDFIELD

GENERAL GEOLOGY AND MINERALISATION

The general geology of the area consists of tightly folded Ordovician metasediments intruded by Silurian granitoids. Mineralisation occurs in quartz veins within the metasediments and granitoids near the intrusive contact over a strike length of some 8.0 km. Gold mineralisation is associated with pyrite and minor arsenopyrite and chalcopyrite. Mineralisation is also associated with dykes. The widths of the lodes can vary from 10 cm up to 4.0m.

A number of regional scale and prospect scale features suggest high potential for further resource definition in the Mt Elliot goldfield. On a regional scale there is a large magnetic anomaly that underlies the host rocks of the Mt Elliott Goldfield. This anomaly possibly reflects the presence of an t-type intrusive of Late Silurian to Early Devonian age - within the Pridolian Epoch of mineralisation age at the Mammoth porphyry system (420 Ma). This intrasive is the likely heat source for the hydrothermal solutions which mineralised the Mt Elliott goldfield. It also suggests a genetic connection with the crustal thinning phase and the extensional tectonics regime responsible for the porphyry mineralisation in EL4726 - implying potential for disseminated style gold mineralisation.

It is also important to note that the atterpreted Towong-Tawonga Fault Splay passes through the Tenement. At the intersection of this splay with the North-South oriented Gilmore Suture zone, and in the topographic saddle of the Towong Gap, is the historical workings of the New Cham mine, which is on a fine of workings extending for some 3 km in a north-east direction.

Dart geologists have completed a 3D modelling exercise over the whole Mt Elliott Goldfield leading to the definition of drill targets.

Research has also revealed evidence of a Late Siturian-Early Devonian age dyke swarm in the area, which is genetically related to the extensional phase and crustal thinning. Regionally this is accompanied by intrusive of the Cravensville Volcanic Arc, including mineralised porphyries within the Dart EL. This research has also revealed the presence of copper mineralisation (as disseminations) in dykes near Corryong and the historical Reward Copper .
Mine within the Gilmore Sutare - Cadgewa Fault splay.

FIGURE 6 MT ELLIOTT GOLDFIELD GEOLOGY AND HISTORIC MINE DEVELOPMENT.

MINING AND EXPLORATION HISTORY

Orogenic style auriferous quartz veins were mined in the general area from the 1880's to the early 1900's. Records are incomplete, but it would appear that at least some 83,000 ounces of cold were produced. The Just in Time and Hope line of workings continued over a strike leagth of some 3 kilometres, while the New Chum mine was worked to a depth of 125m and averaged 10 ounces of gold per ton, over its 3 year production period. This is significant production. In addition there were a number of parallel systems to the main lode that were worked by the early miners. All these systems are shown in floure 6.

However as the mises went deeper problems were encoantered with water and increasing sulphide content of the ore, which caused gold extraction problems and required an elevated cut-off grade (likely in excess of 1 oz/ton).

During the peak mining period there were two batteries operating full time with excess ore being transported further to other treatment facilities.

PROSPECTS. POTENTIAL AND PROPOSED EXPLORATION

The sulphidic nature of the primary ore extracted by the early miners was the cause of technical problems with the then available metallurgical techniques. Some waste durnp samples taken by Dart returned up to 15 g/t Au. This gold, in sulphides, was not able to be extracted by the early miners with the then existing technology (via stamp batteries and amalgamation with mercury) and was only recognised as containing significant gold later in the mining history of the field. Modelling has suggested there are significant zones of auriferous material, both down dip and along strike below the old workings. Such situations are to be investigated with a reverse circulation drilling program.

FIGURE 7.

IUST IN TIME LINE - LONGSECTION WITH HISTORIC MINE DEVELOPMENT AND PLANNED DRILL TARGETS.

Initially Dart proposes a three phase drilling program to test a 700m strike section of the Just in Time and Hope line of workings. A long section of the workings showing the general area of proposed drilling is given in Figure 7. The program will test the prospect for the continuity of high historic gold grades over minable widths.

The budget for the proposed initial two year program is \$705,000 for geotogical mapping, first pass drilling and resource definition drilling, and is adequate for the proposed program and to meet minimum expenditure commitments.

THE DART GOLDFIELD

GENERAL GEOLOGY AND MINERALISATION

Regionally the Dart area lies within the southern part of the Wagga - Girilambone - Omeo Anticlinoria Zone, (Ordovician metasediments - shales, slates, quartzite's). Silurian volcanics, slates etc. and an overlying Silurian carbonate sequence occur in the west of the area. These sequences have been intruded by various granitoids - some of which are associated with porphyry style copper-gold mineralisation.

it is significant that mineralisation often comprises precious metals in association with reduced (as against oxidized) combinations of base metals including bismuth, tin (including the reduced stannite form), copper, molybdenam and occasionally tungsten in a context of low oxidation or reduced mineralising fluids evidenced by lower levels of magnetite compared to classic porphyries. These reduced, as against oxidized, metalogenic styles are important integral components of Dart's Polygon Vortex Model, which also attempts to explain variation in styles across terrain through palaeogeographical and geological evolution culminating in a distinctive Pridolian Mineralisation Epoch style within the Cravensville Volcanic Arc. Further comments and explanations on the Reduced Intrusive Related Gold ("RIRG") Systems are given in Section 2 of this Prospectus.

Regionally known mineralisation includes the Glen Wills area gold-sulphide quartz lodes and the Tellebung - Mt Wills tin province where mineralisation is associated with numerous small granitoid plutons, in the Greens Creek area comprising part of the greater Dart Goldfield, base metal mineralisation and associated gold occurs in fissure lodes within Ordovician metasediments (in proximity to Dartella Volcanics comprising porphyry intrusive and plugs at Mt. Benambral, Mississippi Valley-type base metal mineralisation occurs along Wombat Creek and the Mata Mitta River valley in the Silurian carbonates. Possible Porphyry-style copper-gold mineralisation occurs in a quartz diorite host within the Banimboola Granodiorite and its north-western contacts with Ordovician metasediments. In the extreme south and just outside the EL the Marnmoth lode (base metals, silver, gold) is associated with a large feldspar porphyry dyke. Silver-gold mineralisation in this area also occurs in hydrothermal breccias, gossanous quartz veins and stock work systems - typically with variable mineral combinations of bismuth-copper-tin-lead-zinc, including molybdenam in some zones, with reduced forms of both bismuth and fin also present as bismuthinite and stannite.

EXPLORATION AND MINING HISTORY

Early mining in the Dart Goldfield area commenced around the 1880's and carried through to the early 1900's. Auriferous quartz vein lodes were mined at the old mining centres such as The Zulu and Saltpetre (Figure 8). There were also sumerous gold-silver-base metal lodes mined in a small way and associated with a dyke swarm in the vicinity of the Glendart Syncline.

DART GEOLOGISTS AT SITE OF 1994 MOUNTAIN VIEW TRIAL PIT.

FIGURE 8. DART GOLDFIELD AND ZULU - SALTPETRE GAP MINING CENTRES - GEOLOGY AND PROSPECT LOCATIONS.

At the Sattpetre area historical reports state that the lodes can be traced for many hundreds of metres. At the Lady Lock mine low-grade ore of around 8.3 g/t Au was mined over widths of some 5.0 metres. Some 1873 tons of the ore was reported to have been extracted in 1898 (Borthwick 1898). Another mine (The Treasury) vielded 493 ounces of gold from 450 tons of cre (an average grade of some 33 g/t Au). No modern evaluation has occurred within the Saltpetre area since the camp was abandoned in the early 1930s.

Modern exploration has included work by Tanganyika Resources N.L. (1970-72) and Border Resources N.L. (1987-90) which focated widespread base metal and gold anomalism within the area. Western Mining Corporation was also active in the area in modern times and identified numerous stream sediment cold/metal anomalies. These anomalies have vet to be followed-ap with further investigations.

The Polmears Stope at the Mountain View Mine (floure 8) was active in 1884 and was again mined in 1994 by Mountain View Resources Pty. Ltd (a company managed by Dart Director, Bernhard Hochwirnmer). This mining activity concentrated on the southern part of the historical Mountain View Lode system, which has an outcrop length of 300m and widths up to 5.5 metres. More recently Dart has completed 10 shallow scout percassion holes to test the gold mineralisation below the 1994 trial mining pit. The results indicated that ore-grade gold mineralisation over widths varying between 2-7 metres occurred over a strike length of 53 metres, Intersected gold grades varied from 1.70 g/t to 23.8 g/t. The mineralization is open ended in strike and depth with surface geochemistry indicating an open 400m x 500m Au - Pb - As soil anomaly. The best intersections were as follows:-

TABLE 1 - MOUNTAIN VIEW DRILL RESULTS

ź Hole	Ê East. MGA	Ê North MGA	Grid) IMGA Azimuth Hole	ដិ Hok	From (m)	Intersections Š. Significant Catoffs:	(m) Depth Total
MVD05	567,448	5,960,888	270	-56	3	4m @ 3.78 g/t Au Including 1m @ 7.3 g/t Au	12
MVD07	567,449	5,960,902	270	-70	2	8m @ 5.13 g/t Au, Including 1m @ 23.8 g/t Au	14
MVD08	567.450	5.960.902	270.	-86	2.	14m @ 3.2 g/t Au Including 2m @ 7.0 g/t Au	19
MVD012	567,460	5,960,913	270	$-44$	4	4m @ 9.9 g/t Ae including 1m @ 20.3 g/t Ae
MVD013	567.451	5,960,913	270	-75	4	6m @ 6.21 g/t Au Including 3m @ 9.11 g/t Au	10
MVD014	567.462	5.960.913	270	-90	8	11m @ 4.63 g/t Au Including 4m @ 5.72 g/t Au	24

Floure 9 shows the location of the drill holes while cross sections of two drilled fans are shown on Floure 10.

FIGURE 9. MOUNTAIN VIEW PROSPECT - HISTORIC SAMPLING AND DRILL HOLE LOCATIONS.

FIGURE 10. MOUNTAIN VIEW PROSPECT - 2006 SCOUT DRILLING CROSS SECTIONS.

PROSPECTS. POTENTIAL AND PROPOSED EXPLORATION

There is further prospectivity at the Mountain View Lode prospect - both along strike and at depth. A reverse circulation drilling program of some 1000 metres is planned for this area. Encouraging results from the program will open up further possibilities within the Dart Goldfield as the Mountain View system is similar and representative of many nearby mineralised zones known throughout the field.

In addition further detailed surface investigations (geological mapping and rock chip sampling) is planned for the old Zalu and Saltpetre Creek areas - recent sampling by Dart geologists at the Zalu Lode returned a grade of 19 g/t Au, confirming recorded historical grades. The Zulu and Saltpetre Creek Goldfields contain numerous individual old mines and workings. Numerous other lodes and old mining areas known to be present will be similarly investigated.

The budget for the proposed initial two year program is \$330,000 which is adequate for the proposed program and to meet minimum expenditure commitments.

PORPHYRY STYLE TARGETS

The synthesis of geological, geophysical and other data and the development of Dart's Polygon Vortex Model has led to the definition of RIRG precious-base metal porphyry style targets within EL 4726. Strong groups of structures (Figures 8 and 11) have defined mineralisation corridors such as Zulu, Dinner Creek, Buckwong Creek, Towong-Tawonga, Mammoth and Indi.

The Polygon Vortex Model predicts that major mineralising activity will occur where corridors intersect. Such areas have been identified as follows and are shown on Figure 11.

FIGURE 11. THE MT MORGAN PORPHYRY TARGET - NORTHERN PORPHYRY FIELD CLUSTER.

The Northern Porphyry Field

This is defined by the intersection of the Zulu and Empress Corridors and encompasses the Mt Morgan, Unicorn and Gentle Annie porphyry prospects.

Previous explorers located widespread base metal soil acomalism over many square kilometres in this area, with the higher values concentrated in the corridor intersection region as predicted by the model.

The Empress corridor crosses the axis of the north-south Dart Corridor and associated Glendart Synclinal axis (between the Mountain View and Dart gold mines). The Glendart synclinal axis lies on strike with the Mammoth .
Porphyry system to the south.

At the Mt Morgan and Mt Unicom prospects the intrasive show silicic, sericite and commonly ovritic alteration manifestations. There are also abundant mascovite-silica-hematite occurrences similar to that occurring in the bericheral sediments and porphyries at Mammoth.

The porphyry intrasive at Mt. Morgan and Mt. Unicom are of small diameter (<1.2km) and have well developed chilled margins. Wall rocks to the porphyries exhibit fracturing and silicification (crackle breccia) with minor pyritic alteration assemblages and some intensive gossanous zones at the surface. Stream, soil and rock chip base metal assay results, to several thousand ppm, have been recorded from these areas by previous explorers.

MAMMOTH-DONOVAN HILL PORPHYRY SYSTEM

This is defined by intersections of the Dart, Zulu and Mammoth corridors and also diagonal intersecting elements of the Saltpetre Gap Fault Zone. At Donovan Hill Dart geologists have interpreted a concealed porphyry plug Iying beneath a sliver of the Saltpetre Gap Fault thrust zone defined by geophysical and geochemical anomalies.

This subtle Donovan Hill ring or doughnat anomaly zone of partially coincident geochemical-magnetic anomalism is formed on intersecting geophysically interpreted faults in the vicinity of the Saltpetre Gap Thrust, Within the ring anomaly Cu, Pb, and Zn values can range up to 1600 ppm, and Sn can exceed 35 ppm. This is interpreted as distal or leakage anomalism from a porphyry plug at depth, which represents an excellent drill target.

Some \$826,000 over two years is budgeted to test all the porphyry targets defined to date inclusive of prospect scale geological and alteration mapping, aerial photo interpretation and geophysical programs culminating in a stratigraphic drill hole at each of the key prospects and is adequate for the proposed program and to meet minimum expenditure commitments.

REFERENCES

Anon., 1884, Mining leases at Dark River, Scale 16 chains to 1 inch. Reports of the Mining Surveyors and Registrars. Quarter ending, 31 December 1884.

Barr, D. J., 1989, Final Report For EL's 1238 and 1239 Mitta Mitta, Victoria, WMC Company Report, Unpublished Report, Department of Industry, Technology

and Resources.

Beavis, F.C. and Beavis, J.C H., 1976. Structural geology in the Kiewa region of the metamorphic complex, northeast Victoria. Proceedings of the Royal Society of Victoria 88, pp. 61-76.

Bierlein F. P., Hough M.A., Ed., 2004. Geological Society of Australia Abstracts Volume No.74. Tectorics To Mineral Discovery-Deconstructing the Lachlan Orogen, Proceedings Volume and Filed Guide, More-SGEG conference Orange, NSW, July 2004. Borthwick, J., 1898. Copy of Report by mining manager and engineer, to chairman and directors of the South Federation G.M.Co., Saltnewe Creek, Gibbo River. Maring Development Reports (unpublished), Mineral Resources Section, Geological Survey of Victorial Unpublished Report.

Brady M.J., 1979. Report on EL 611, Benambra Victoria, Essex Minerals Company, Department of Minerals & Energy Melbourne, Unpublished Report.

Brady M.J. Various reports on EL1310 (Thowgia) for the period 1983-84. Department of Industry. Technology and Resources. Bapublished Report.

Canyon Resources P/L, 1984. Mt. Etliot prospect Victoria (ELA 1432) March 1984. Department of Natural Resources and Envirorment Expired Exploration Reports File. Unpublished Report.

Cochrane, G.W., 1982, Copper, lead, zinc and barium deposits of Victoria. Geological Survey of Victoria Bulletin 61 Cochrane, G.W and Bowen, K.G., 1971. Tin deposits of Victoria, Geological Survey of Victoria Bulletin No.60, Convest Australia NL., Report on Et. 11, in Cochrare, G.W., 1982. Copper, lead, zinc and barium deposits of Victoria, Geological Survey of Victoria Buildin 61.

Convest Australia NL., Various reports on EL 11 & 43 for the period 1965-68. Department of Minerals & Energy Melbourne. Unpublished Report.

Convey, T., 1980 The Days of Gold, Mining History in the Tallangatta District, ISBN Thomson Printing, Albury,

Coopers Creek Mining NL in Rugless D.H etal., Variouse reports on EL 631, 1223. 1462. for the period 1977-1986. In Pan-Australian Mining Limited, Coopers Creek Mining NL. Unpublished Report.

Coopers Creek Mirang Nt. report on El. 154 for the period 1969-1974, in Cochrane, G.W., 1982. Copper, lead, zinc and barium

deposits of Victoria. Geotogical Survey of Victoria Bulletin 61, p.139.

Cuffley, W.B., 1981. Report on El. 611, Benambra Victoria. Essex Minerals Company, Department of Minerals & Energy Melbourne. Unpublished Report.

Denehurst, report on Et. 3915 in Corryong and parts of Rosewood and Kosciusko, in Geological Survey of Victoria Report 120, 2001. Downe P., Philips, D., April 2006. 40A//39Ar geochronology of the Tara intrusion-related base metal deposit: implications for metallogenesis in the central Lachlan Orogen. Geological Survey of New South Wales! Ouarterly Notes. GS-NSW, o'll and o8.

Duran, E.J., 1907. Dart River and Zula Creek Goldfields. Geological Survey of Victoria Record 2(2).

Daran, E.J., 1909. Corryona and Thougla Creek. Geological Survey of Victoria Record, 3(1), pp. 98-100.

Dana, E.J., 1907. Wolfram at Mount Murphy Buckwong River County of Benambra. Geological Survey of Victoria Record, 2(2). on 320-121.

Éaston (J.G., 1931, Victorian Fleidhts Prospecting Syndicate's workings at Sakpeize Creek folan attached). Geological Survey of Victoria, Unpublished Report.

flaston, J.G., 1935. Gibbo River. Allovial deposits. Geological Survey of Victoria, Unpublished Report.

Fisher, N.H. & Owen, H.B., 1943. Geological report on the Mount Murphy wolfram mine. Bureau of Mineral Resources, Geoloqy & Geophysics Record,

Unpublished Report.

Flex, J., 1979. The History of Gold Discovery in Victorial, Poppet Head Press, Melbourne, 1979.

Grieve, J.C., 1938. The Dart River Goldfield. Geological Survey of Victoria. Unpublished Report.

Grieve, J.C., 1938. Ringsten cres in North Eastern Victoria. Maring and Geological Journal 1(2), p. 6.

Flochwinnser, B., 1990. B. Hochwimmer & Associates. EL 2492, Glendart. Report for the six monthly period 23 December '89 - 22 June 1990. Department of Energy and Minerals, Victoria, Mineral Exploration Reports File, Unpublished Report.

Flochwinmer, 8.H. 1994. Mountain View Resources Ptv. Etd. Internal Report. MC3458, Unpublished Report.

Kenny, J.P.L., 1934. The Mountain View (Albine Star) Mine Dark (Dart) River. Geological Survey of Victoria Bhoublished Report. Johnston, T.E., various reports on EL 1974 for the period 1988-1990, Border Gord Nt., Department of Industry, Technology and Resources, Unpublished Report.

Kenny, J.P.L., 1947. Mount Murphy Wolfram Mine. Mining and Geological Journal 3(4), pp. 47-49.

Kenny, J.P.L., 1947. Surveyor's Creek. Upper Murray. Mining and Geological Journal 3(1), p. 2.

Lidgey, E., 1894. Report on the Taworiga goldfield. Geological Survey of Victoria Progress Report, 8, pp. 62-63.

McConachy, G.W., 1993. Armual and Final Report for Exploration Licence 3244 -- Mt. Unicorn, for the period from September 1992 to September 1993. Poseidon Exploration Limited Company Report. Unpub. Department of Energy and Minerals, Victoria. McConachy. G.W., 1993. Annual and Farat Report for EL 3244 MT. UNICORN Poseiden Exploration Limited. Unpublished Report. p. 4.

Mitchell, The Hon, T.W., 1982. Corryong and the Man from Snowy River District, Wilkinson Printers, Albury, NSW MacKerizie, I. 1987, Mount Effott Prospect, Victoria (Et.1432) - Final Six Monthly Report, Canyon Resources Pty Ltd Company

Report, Unpublished Report. Department of Industry. Technology and Resources.

Murray, R.A.F., 1894. Report on the Dan River and Zulu Creek goldfield. Geological Survey of Victoria Progress Report. 8, pp. 64-65.

Murray, R.A.F., 1894. Report on the Corryong goldlield. Geological Survey of Victoria Progress Report, 8, p. 4,

Murray, R.A.E., 1895. Report on the goldfields of Dargo High Plains. Big River, Glen Wills, Gibbo River, Cassilis, Bald Hills Creek. Sheep Station Creek and Haunted Stream. Department of Mines, Victoria, Special Report.

O'Neil: W.O., 1990. Final Report, Exploration Licence 2090. Mount Morgan. Victoria. Norgold Limited Company Report. Unpublished Report. Department of Energy and Minerals, Victoria.

Prospectors Guide, 10th Addition, 1980., Department of Minerals and Energy, Victoria, p7.

Rugless D.H etal, Various reports on EL 611, 1223, 1462. for the period 1977-1986. Pan Australian Minima Limited, Coopers Creek Mining NL, Unpublished Report.

Thomas, J.G. & Kenny, J.P.L., undated, Mountain View, Dark River. Victorian mining plans and sections, 1934 to 1935. Department of Energy and Minerals, Victoria, Mining plans & sections open file. Unpublished Report.

Tyler W.J. Reports on EL 372 (Dart River) for the period 1972-74. Tanganyika Holdings Limited, Department of Minerals & Energy Melbourne. Ungablished Report.

Simpson, C.J., etal., 2001 Conyong and parts of Rosewood and Kosciusko, Geological Survey of Victoria Report 120, 2001. Saling, J., 1888. Preiminary report on reefs. Salipetre Creek (with map. 2 miles to 1 inch). Reports of the Mining Surveyors and Registrars. Quarter ending June 1888.

Tetti, S., 1888. Appendix J Reports on recent quartz and allunal discoveries at Saltpetre Creek, Reports of the Mining Registrans. Quarter ending 31 March.

Turnbull, D.G. 2006. Mountain View Prospect. Phase 1. RAB Driling Results. Internal Report Et. 4726. Unpublished Report. VandenBerg A.H.M., etal., 1998. Benambra, Geological Survey Report 114.

Veevers J.J., 2000. Editor. Billion --veer earth history of Australia and neighbours in Gondwanaland. Gernoc Press. Sydney, 2000. Walker B.G. 1982 Report on EL 611. Benambra Victoria. Essex Minerals Company. Department of Minerals & Energy Melbourne. Unpublished Report.

Woodland J G. 1982. EL1009 Report by Northern Mining Corporation NL. Geological Survey of Victoria Unpublished Report.

EL 6172 (TOOMA - N.S.W.)

INTRODUCTION

EL 6172 of approximately 129 square kitometres is located in the vicinity of the towns of Tooma and Tumbarumba in south-east New South Wales, and close to the Victorian border. Access is reasonable with formed roads and farm tracks. The tenement, which consists of five separate sections, stretches over a north-south distance of some 50 kilometres, and lies west of the Gilmore Suture (Figure 12).

FIGURE 12.

TOOMA EL6172 - TENEMENT AND PROSPECT LOCATIONS.

GENERAL GEOLOGY AND MINERALISATION

The Tooma EL mostly consists of various granitoids which have intraded the Lower Palaeozoic sequence. There are also patches of Tertiary basalt and some extensive alluvial development - encompassing most of the Tumbarumba Goldfield. Structural regimes are imposed on the area from fault splays coming off the nearby Gilmore Suture.

Numeroas alluvial gold fields are known in the area and were worked extensively from at least 1870.

MINING AND EXPLORATION HISTORY

Alluvial gold was extensively worked in a namber of regions from as early as 1855 and continued intermittently through to 1954. Originally the areas were worked by traditional methods (panning and cradiing), then stuicing operations began which were able to process very large amounts of material. Later there were large dredging operations initiated in some areas and these operated from about 1889 to 1918, with the main period of operations being from 1900 to 1908.

Areas that were subject to alluvial operations include Tumbarumba, Manus Creek, Tooma, Burra Creek, Tarcutta Creek and Paddy River (Figure 12). There were also some major deep lead areas that were worked. These areas asaaliy had a basattic cap and had to be worked from shafts and/or tunnelling.

The amount of gold produced from the historic alluvial operations is estimated to account for about three quarters of the field's total recorded production of 319,228 cances. Grades worked were quite variable (from 0.2 g/m3 to perhaps 3.0 c/m3) and profitable workings were also largely defined by other factors - such as depth of overburden. water inflow, ease of extraction/washing etc. Interestingly also is the presence of significant cassiterite (tin mineral) in the concentrates of some mining areas (e.g. Burra). Also at Tooma some rubies, diamonds, sapphires and emeralds were found in the "wash"

Hard rock mising for gold was carried out from about 1885 in the Quartzville Reefs area in the sorth-east of the EL. Several ferruginous and vuggy gaartz veins were worked with grades varying from 3 to 31 g/t Au (Willis 1969). An historical reference to mining along a dyke in decomposed granite has also been noted in this area. Total gold recovered from the area was quite small. Tungsten has also been reported in this area in association with intrusive dykes.

Modern exploration has included the activities of Great Northern Mining N.L. (1994-96) who explored the Toomaalluvial prospect area with the drilling of 40 Caldwell holes. They estimated a multi-million cubic metre resource at fikely economic grades (~0.2 g/cubic metre). This is a historical statement and does not imply a JORC compliant resource estimate. Great Northern also reported shallow overburden and significant recoveries of sapphire. The resource area investigated is open-ended allowing for the possibility of further resources to be identified.

PROSPECTS. POTENTIAL AND PROPOSED EXPLORATION

The Tooma area is mostly known for its alluvial gold workings and there has been very little work directed at hard rock gold possibilities. Large areas of alluvial ground were left unmined due to the low gradients of the deposits which hampered the removal of overburden via the sluicing techniques then employed.

Dart will consider the possibilities of the known alluvial areas - both worked and unworked, but will also investigate the hard rock gold possibilities by utilizing the Vortex Model. This model will quide the thrust of the exploration within the Tooma EL. The tenement lies within proximity of an important section along the southern end of the Gilmore Suture zone, where it begins its major flexure into Victoria (east of the tenement), where it continges as the indi Fagit and associated splays.

Consequently the targets within the EL will be RIRG systems. The Mammoth porphyry/epithermal system in the Dart Et 4726 could be an example of the possibilities within the EL, It is noted that the Quartzville goldfield area (within EL 6172) occupies one of the major north-north-east trending splays extending from the Mammoth porphyry system in Victoria (to the south). This is within the Zulu Mineralisation Corridor (Figure 8). Exploration will be initially directed towards regional analyses, concentrating on identifying tensional zones likely to host mineralisation as indicated by the Vortex Model. The main target will be a large tonnage, gold dominant, porphyry style deposit.

Within this context Dart will also investigate the possibilities that the source of the Tumbaramba alluvial gold can be traced back to Early Devonian intrusive similar to those known at Quartzville and Manus Creek.

Areas defined as prospective from the Vortex Model can be followed up with classic exploration techniques - geochemical surveys foutside of worked altuvial gold areast, magnetic surveys, detailed geological mapping, gravity surveys, remote seasing and etc.

The budget for the proposed initial two year program is \$172,000 and is adequate for the proposed program and to meet minimum expenditure commitments.

REFERENCES

Degeling P.R. 1977. Waqqa Waqqa 1:250,000 Mine data sheets & Metallogenic Study. Geological Survey of New South Wales. Carne J.E., 1895. Report on Tumbarumba district. New South Wales Decarment of Mines - Agrual Report for 1894.114.120-124. in Degeling P.R. 1977 Wagga Wagga 1:250.000 Mine data sheets & Metallogenic Study, Geological Survey of New South Wales

Duffy M.D. 1995. The Tumbarumba Creek Ruby/Sapphire Project, Tooma, NSW, Summary Exploration Report Covering the Period 1993 and 1994. Great Northern Maring Corporation NL, Unpublished Report.

Pontefex, J.R., 1979. Heavy Mineral analysis of Stream concentrates. Moohar Geophysics Pty Ltd. for Cominco Exploration Pty Ltd. in Jingellic Minerals £1.597 GSR report 1975/090 Unpublished Report, part 2 pages 29-32

Willis, J. E., 1969. Mining History of the Tumbarumba Gold Field. Department of Mines. Geological Survey of New South Wales. Bulletin 23

Shah, Z., 1983, Final Exploration Licence EL 1750 Report, Ouartzylle area NSW. Southern Cross Exploration NI, and Gulf Researces NL, Southern Cross Exploration NL, Unpublished Report.

DECLARATIONS

OUALIFICATIONS AND EXPERIENCE

This report has been prepared by Australian Geoscientists Pty. Etd. by its duly authorized and qualified representative Neil Stuart - the Principal Consultant and a director of the company.

Mr. Stuart has had some 35 years experience in the minerals industry, particularly in exploration for precious and base metals, coal and granigm. He has a Bachelor of Science from the University of Melbourne and a Master of Science degree from the James Cook University of North Queensland. His principal professional affiliations are as follows: Fellow - Aastralasian Institute of Mining and Metallurgy

Member - Australian Institute of Geoscientists

Member - Mineral Industry Consultants Association

Member - Geological Society of Australia

INDEPENDENCE

Australian Geoscientists Pty Ltd. and Neil Stuart do not have any interests in the company Dart Mining N.L. or in any of the mineral properties discussed in this report. The independent Geologists Report has been commissioned by Dart Mising N.L. with payment to be made on a time for services basis at standard industry rates.

LIMITATIONS

The views expressed in this report are solely those of Neil Stuart; however when conclusions and interpretations are credited specifically to other parties within the report, then these are not necessarily the views of Neil Stuart or Australian Geoscientists Pty. Ltd.

CONSENTS

Australian Geoscientists Ptv, Etd. and Neil Stuart hereby give their consent to the inclusion of this Independent Geologist's Report in this Prospectus prepared by Dart Mining N.L. for the raising of \$5,000,000 through a public offering of 25,000,000 shares at 20 cents per share.

The consents of both Australian Geoscientists Pty Ltd and Neil Stuart are given for the inclusion of this Report in both paper and electronic form and in the context in which it appears and advise that, at the date of the Prospectus, have not withdrawn such consent. Australian Geoscientists Pty. Ltd. and Neil Stuart have not been involved in or authorized the issue of any other part of the Prospectus other than the Independent Geologist's Report.

For and behalf of Australian Geoscientists Pty Ltd and Neil Stuart.

Ved Sac

Ne@Stuart

GLOSSARY OF TERMS USED IN THIS PROSPECTUS INCLUDING THE INDEPENDENT GEOLOGIST'S REPORT

TERM DEFINITION

	A.f.CVIAL . Sediments deposited by a rive of other running wares typically made up of a variety of materials, including
	fine particles of sit and lay and larger particles of sand and gravel
	ARSENOPYRITE - An arsence mineral corretion in metallic sulptude ores
	As, B), Ag, Au, Co. P6 - The chemical symbols for Arsenic, Bismuch, Silver, Gold, Copper and Lead respectively
	ASSAY - Analysis of rock to determine the content of (valuable) metals
	AUSTRALASIAN, CODE FOR . Also referred to as the JORC Code a mandatory code for reporting of Mineral Reserves and Resources
Reporting of Mineral
RESOURCES AND ORE RESERVES.
	AUREOLE - A zobe samounding an igneous purusion, in which contact metamorphism has taken place.
	AXTAL PLANT . The plane containing two crystallographic axes.
	(BACK-ARC – The zone between an island arc and the continental mainland, commonly with at least some oceanic quist
	as it's basement.
	IFENAMBRAN, OROGENY - A major tectonic period of compression. Idding arid uplit from around 460 to 430 Ma in the eastern.
	Australia Lachtan Fold Belt
	BINDIAN OROGENY. A mater compressive geological period of folding and upith avaiedately following the Lara Situran trans
	tension extension tectonics of the eastern Lachian fold Beh.
	CATNOZOEC - A division of geologic tatte succeeding the Mesozoic remnaring at the Quarternary, from 65M to 2M years
	belore preserir.
	CALDERA . A depression in the Larth's surface with a diameter >1.5km torred by collapse mo a magma chamber
	that has been vacated by the erupsion or migration of magma.
	CAP-ROCK - A sheath around and over an intrusion generally composed of metamorphosed country rock.
	CONCENTRATES. Mineral in which the valuable mineral fraction has been separated from the gangue or worthtess material
	thereby upgrading to a sakable product.
	COUNTRY ROCK. The rock axe which magma or mineralisation is intruded or emplaced.
	CRAVENSVILLE VOLCANIC ARC - A local segment of the wider Molong Volcanic Arc shat stretches through NSW and Victoria within the
	eastern Lachian fold belt.
	DEEP LEAD - Aluvial deposals buried under a considerable thickness of soil or rock, and in the areas of Can's Tooma teneracht may carry gold
	IDEVONTAN - A period of geologic time from 436 0M to 359.2M years before present .
	(DTORTTE). A course-grained igneous rock composed essentially of fekispar and one or more of biorite, homblende
	or augăe.
	DISSEMINATED GOLD DEPOSITS. A deposit in which the gold is finely disparsed throughout the valurne of the material and attain associated
	with sciphide mineralsation.
	DYKES . A planar igneous intrusion which cuts across the layering or structural fabric of the country rock.
	£AREY DEVONTAN Thi the geological timescale, the Early Sevensus epoch (rom 416.0 ± 2.8 million years ago to 397.5 ± 2.7
	million years ado) occurred during the Oevonian period, after the end of the Siturian epoch
	FAULT A Iracture or fracture zone along which there has been relative movement.
	GTEMORE SUTURE. An early laulied zone broadly demandating separate geological terrans in the eastern Australia Lachlan
	Fold belt
	GOLD LODE. A tabular of vensike depose of gold between well defined walls of country rock.
	GOSSAN (GOSSANOUS) - The weathered near-surface postion of a sulphide rich deposit consistant essentially of a mass of hydrated
$G/M^3$	iren-exides from which ore minerals may have been remeved.
	grams per cubic metre.
G/T HYDROTHERMAL -	grams per torme. Of or penaining to hot water, to the action of hot water, or to the products of this action, such as a
	mineral deposit.
	KM klomerie.
	KM 2 square kilometre

	EACHEAN FOLD BELT - A 2-5km mck, 800km wide sequence of Ordavician through to Devonian turbidaic rocks which have been
	Tokied, tauited and initiated by a large number of shallow-level, composite granite plutions (doated shough
	mach of eastern NSW and NE Victoria
	M racie.
м 3	cubic metre
MAGNETIC ANOMALY	The variation in the geomagnetic field arising from variation in the magnetic properties of underlying rocks.
	MIETALLOGENIC – The savey of the genesis of zameral deposits, with emphasis on their relationship in space and time to
	regional petrographic and tectonic features of the earth's crust.
METALLORGY	The science and technology of merals, usually pertaining to the processing of merals and minerals in mining.
	OPEN COT. A mine worked at axid from the surface
	ORDOVICIAN A sub-era of the Palaeozoic, 510.0-439.0 Ma.
OROGENIC GOLD VEIN.	Reless to gold deposits generally formed during the late orogenic evolution of a given tectonic province.
OROGENIC (OROGENESIS) -	The process of creation of a mountain belt by recronic acrivity, generally by the collision of continental
	platės of micro-platės. Characterised by regional metamorphism, ignečus activity and venical movements.
	OVER&CROEN - Rock which has to be removed to access the economic minerals in open cat mining.
	OXIDE ORE. Ore that has been oxidised by exposure to air and circulating ground waters. During this process, sulphide
	rapera's preak down to and and other hop raetal oxide minerals.
	OXTOF ZONE. An area of rock which has been decomposed by exposure to the armosphere and ground water
	PPM parts per million.
	"PALA EO ZOTC". An exa compresng the Cambrian to Permian systems."
	PLUTONS - Large, thick igneous body with steep fateral contacts which was emplaced and crystallised beneath the
	surface, possibly now exposed as an irregular outdrop.
POLYGON VORTEX MODEL OR MODEL . The model referred to in section 2.1.
	PORPHYRY (PORPEYRTEC) . An gneous rock in which relatively large, conspicuous crystals (called phenocryses) are set in a fine-gramed
	ground mass.
	PREDOLTAN EPOCH - An epoch of the late Situran period
PROTEROZOIC.	- The yeunger eon of the Precantbrian
PYRITE.	- A constitut iron sulphide minerals (FeS2).
RETORTED GOLD.	. Gold extracted after heating amalgam (gold in solid solution with mercury) to evaporate the mercury
Reverse circulation -	A double take drilling rechnique which uses conspressed air to operate a down hole hammer and the
	DRELING OR RC DRILEING resulting rock chip sample is returned to the surface inside the difficods. Sample contamination is reduced
	significantly using this technique.
	RHYOLIYE - An opecus, veicand extrusive reck, of felsic addid composition (typically >69% SiO2). It may have any
	texane from aphantic to porphyritic. The mineral assemblage is usually quanz, alkali leldspar and
	plagioclase Sictike and pyroxene are common accessory minerals.
	RIRG – Reduced Intrusive Related Gold
	. SEFLAR – Zone in vihich rocks have undergone deformation by lateral movement along parallel planes.
	STECTFRCATTON – The alteration by cementation or replacement by amorphous, cryprocrystalline, microcrystalline or macrocrystaline seca.
	STEURIAN - An era of geologic latte lions 443 7M Lo-416.0M years before present.
	STOCKWORK - An axiertocking, three dimensional network of vents as a rock mass.
	SULPHEDE - A mineral in which suphur lons are bonded to other elements.
	SUPERGENE - Concentration of muserals by secondary processes, generally in the oxide zone, involving percolation of
	water from surface downwards.
	SYNCLINE. A sequence of rocks flexed downwards into a valley shape with a core of younger rocks.
	TKTTONNE – Descriptive et a structure produced by defermation of relating to a majer Santh structure and its formation
	TERRANE - A region of the crust with well defined margins which differs significantly in rectonic evolution from
	neghbouang regions.
	VOŁCANEC-ARC – A generały curved linear beli, ol volcanic axiś plutonic rocks formed originally by volcaxioes above a
	subdaction zone.
	VOLCANIC PLUG - A mass of solidified magina or breccia filing a volcanic pipe
	WINZE - A vertical or indicied opening in an underground mine developed from the top downwards

INVESTIGATING ACCOUNTANT'S REPORT

Delokte Touche Ioharatsu ABN 74-490-123-060

180 Lonsdale Street Melbourne VIC 3000 GPO Box 78B Melbourne VIC 3001 Australia

DX 111 Tel: +61 (0) 3 9208 7000 Fax: +61 (0) 3 9208 7001 www.delokte.com.au

1 March 2007

The Directors Dart Mining NL Level 3 15 Queen Street MELBOURNE VIC 3000

Dear Sirs

Report on Pro forma Consolidated Historical Financial Information

introduction

Deloitte Touche Tohmatsu ("Deloitte") has been engaged by the Directors of Dart Mining NL ("DMNL" or the "Company") to prepare this Investigating Accountant's Report for inclusion in the Company's Prospectus to be dated on or around 14 March 2007 regarding the initial public offering ("IPO") of up to 25,000,000 fally paid ordinary shares in the Company at 20 cents per share.

References to the Company and other terminology used in this report have the same meaning as defined in the Glossary of the Prospectus in which this Report appears.

Deloitte has been requested to prepare a report covering the pro forma consolidated historical financial information described below and included as note 2 of Appendix A to this report:

• . the Pro forma Consolidated Balance Sheet of DMNL and its controlled entity as at 30 Jane 2006;
• the Pro forma transactions described in note 2 of Appendix A to this report; and
• · notes to the Pro forma Consolidated Balance Sheet

together, the "DMNE Pro forma Consolidated Historical Financial Information".

The DMNL Pro forma Consolidated Historical Financial Information presented in the Prospectus and Appendix A to this Report has been derived from the anaudited financial statements of the Dart Resources Pty Ltd for the year ended 30 June 2006 and Dart Mining NL for the period from 26 May 2006 (date of incorporation) and 30 June 2006 after reflecting the Pro forma transactions detailed in Note 2 of Appendix A to this Report.

The DMNL Directors are responsible for the preparation and presentation of the DMNL Pro forma Consolidated Historical Financial Information, including the determination of the pro forma transactions.

The DMNL Pro forma Consolidated Historical Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures required by Australian equivalents to International Financial Reporting Standards ("A-IFRS") applicable to annual financial statements prepared in accordance with the Corporations Act 2001.

Scope

Review of the Pro forma Consolidated Historical Financial Information

We have reviewed the DMNE Pro forma Consolidated Historical Financial Information in order to report whether anything has come to our attention which causes us to believe that the DMNL Pro forma Consolidated Historical Financial information set out in the Prospectus, does not present fairly:

• The DMNL Pro forma Consolidated Historical Financial Information; and
• · The Pro forma transactions described in the Prospectus.

Oar review has been conducted in accordance with Auditing Standard ASRE 2410 "Review of an Interim Report performed by the Independent Auditor of the Entity". We have made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circamstances, including:-

• · Analytical procedures on the DMNL Pro form Consolidated Historical Financial Information;
• A review of work papers, accounting records and other documents;
• A review of the Pro forma transactions described in Note 2 in Appendix A to this Report;

Gability limited by a scheme approved under Professional Standards Legislation.

Dailgeacha

• A comparison of consistency in application of the recognition and measurement principles in A-IFRS and the accounting policies adopted by DMNL as disclose in Note 1 in Appendix A to this report; and
• · Enquiry of the directors and management of DMNL.

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

Review Statement

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the DMNL Pro forma Consolidated Historical Financial Information set out in the Prospectus and Appendix A to this Report does not present fairly:

• The DMNL Pro forma Coasoidated Bistorical Figancial Iaformation: and
• The Pro forma adjustments described in Note 2 in Appendix A to this Report.

in accordance with the recognition and measurement principles prescribed in A-IFRS and the accognting policies adopted by DMNL as disclosed in Note 1 in Appendix A to this Report.

Subsequent Events

Apart from the matters dealt with in this Report, and having regard for the scope of our Report, nothing has come to our attention that would cause us to believe that matters arising after 30 June 2006, other than matters dealt with in this Report, would require comment on, or adjustments to, the information contained in this Report, would require comment on, or adjustments to, the information contained in this Report, or would cause such information to be misleading or deceptive.

Independence and Disclosure of Interest

Deloitte Touche Tohmatsu does not have any interest in the outcome of the DMNE Prospectus other than the preparation of this Report, provision of financial due diligence and other related services in relation to the DMNE Prospectus, for which normal professional (ees will be received.

Responsibility

Defoitte Touche Tohmatsu has consented to the inclusion of this investigating Accountants' Report in the Prospectus in the form and context in which it is included, but has not authorised the issue of the Prospectus, Accordingly, Deloitte Toache Tohmatsu makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

Yours faithfally

DELOITTE TOUCHE TOHMATSU Charterer) Annountaints

$\omega_{\bullet}$

CM3 BRYAN Partmen

APPENDIX A

BALANCE SHEET

	NOTE	1924. RECORRECTION UNAUDIRED PER(00 ESDED	DARI RESOURCESNL RONSOLONIA ERD 18RWA
		30 JUNE 2006	30 JUNE 2006
		S	\$
Current Assets
Cash assets	3	3	4,685,146
Receivables	4		80,339
Current tax assets			1.463
Total Current Assets		3	4,766,946
Non Current Assets
intangible assets	5		10,057
Exploration and development assets	6		636,000
Total Non Current Assets			646,057
Total Assets		3	5,413,003
Current Liabilities
Payables
Total Current Liabilities
Total Liabilities
Net assets			5,413,003
Equity
Contributed equity	$\gamma$	3	5,191,803
Option reserve	8		221,200
Total equity		3	5,413,003

APPENDIX A

NOTES TO THE FINANCIAL INFORMATION

1. Statement of Significant Accounting Policies

Statement of Compliance

The financial information complies with the recognition and measurement principles prescribed in Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). The financial information is presented in an abbreviated form so far as it does not include all of the disclosures required by AIFRS applicable to an annual financial report prepared in accordance with the Corporations Act 2001.

Basis of Preparation

The financial information has been prepared on a historical cost basis, except for available for sale investments, if any, which have been measured at fair value.

The company was incorporated on 26 May 2006. The financial information is therefore presented for the period from the date of incorporation to 30 June 2006 taking into account the pro forma adjustments detailed in Note 2.

The financial information is presented in Australian dollars.

The following significant accounting policies have been adopted in the preparation and presentation of the financial information.

(a) Principles of Consolidation

The consolidated financial information has been prepared by combining the financial statements of all of the entities that comprise the Consolidated Entity, being the company (the parent entity) and its subsidiaries as defined in Accounting Standard 127 Consolidated and Separate Financial Statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial information.

On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. If, after reassessment, the fair values of the identifiable net assets acquired exceed the cost of acquisition, the deficiency is credited to profit and loss in the period of acquisition.

The consolidated financial information includes the information and results of each subsidiary from the date on which the company obtains control and until such time as the company ceases to control such entity.

In preparing the consolidated financial information, all inter-company balances and transactions, and unrealised profits arising from the Consolidated Entity are eliminated in full.

(b) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of certain assets and liabilities within the next reporting period are:

Share-based payment transactions

The Consolidated Entity measures the cost of equity settled transactions with employees and suppliers by reference to the fair value of the equity instruments at the date they are granted.

(c) Cash and cash equivalents

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

(d) Exploration and Evaluation Assets

The Consolidated Entity applies AASB 6 Exploration For and Evaluation of Mineral Resources, Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not vet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

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

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

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

Costs of site restoration are recognised in full at present value as a non current liability and an equivalent amount capitalised as part of the cost of the asset when an obligation arises to decommission or restore a site to a certain condition after abandonment as a result of bringing the assets to their present location. The capitalised cost is amortised over the life of the project and the provision is accreted periodically as the discounting of the liability unwinds. The unwinding of the discount is recorded as an interest expense. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs are determined using estimates of fature costs, carrent legal requirements and technology.

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

(e) Income tax

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is anpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sofficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets or liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising from investments in subsidiaries, branches, associates and joint ventures except where the Consolidated Entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

De la Ma

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Consolidated Entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

(f) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis. Contingent rentals are recognised as an expense in the financial year in which they are incurred.

Finance leases

Leases which effectively transfer substantially all of the risks and benefits incidental to ownership of the leased item to the Consolidated Entity are capitalised at the present value of the minimum lease payments. and disclosed as plant and equipment under lease. A lease liability of equal value is also recognised.

(g) Contributed Equity

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

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

2. Actual and Proposed Transactions used in Compiling the Pro Forma Consolidated Balance Sheet

The pro forma consolidated balance sheet has been prepared consistently with the accounting policies detailed in Note 1.

The parpose of the pro forma consolidated balance sheet is to incorporate the effect of the following actual and proposed events subsequent to balance date to 30 June 2006 as if they had occurred on that date:

• $(a)$ the issue of 12,469,998 shares to the directors of Dart Resources Pty Etd and the agreement by these directors to transfer certain exploration licences held by them and as repayment of monies owed by Dart Resources Pty Ltd;
• $(b)$ the issue of 249,999 shares at an issue price of 5 cents per share to Minadco Pty Etd as full repayment of the loan owed by Dart Resources Pty Ltd to that company;
• the purchase of the total issued capital of Dart Resources Pty Ltd for \$1,500 through the issue of $\langle C \rangle$ 30,000 shares at an issue price of 5 cents per share;
• $(d)$ receipt of \$375,000 from the issue of 5,000,000 shares at an issue price of 7.5 cents per share:
• receipt of \$5,000,000 from the issue of 25,000,000 shares at an issue price of 20 cents per share $\langle e \rangle$ pursuant to the Prospectus;
• 0 payment of costs associated with the issue of estimated to be \$691,000 of which \$549,000 will be paid out of the proceeds of the offer and the remainder paid from existing cash reserves;
• the issue of 1,800,000 options (including 800,000 options issued to companies associated with (q) certain non executive directors) forming part of the costs of the capital raising. This has been charged to issued capital;
• the issue of 1,000,000 executive options to the Chief Executive Officer. 德

Turkiya (Tanzania)

	30 JUNE 2006 S	PRO FORMA CONSOLIDATED 30 JUNE 2006 \$
Note 3. Cash at bank	3	4.685.146
Reconciliation of pro forma movement:
Balance per balance sheet
Acquisition of Dart Resources Pty Etd Proceeds of share issues subsequent to balance date		1,143 375,000
Proceeds of share issue pursuant to this Prospectus		5,000,000
Payment of costs associated with capital raising		(691,000)
Balance per pro forma consolidated balance sheet.		4,685,146
	30 JUNE 2006 \$	PRO FORMA CONSOLIDATED 30 JUNE 2006 \$
Note 4. Trade and other receivables Reconciliation of pro forma movement: Balance per balance sheet		80,339
Acquisition of Dart Resources Pty Etd Recognition of prepaid salary costs on proposed issue of		1,339
executive options		79,000
Balance per pro forma consolidated balance sheet		80,339
	30 JUNE 2006 \$	PRO FORMA CONSOLIDATED 30 JUNE 2006 \$
Note 5. Intangible assets		10,057
Reconciliation of pro forma movement:
Balance per balance sheet Acquisition of 100% of issued capital of Dart Resources
Pty Ltd		10,057
Balance per pro forma consolidated balance sheet		10,057
The purchase price was allocated as follows:- Purchase consideration		1,500
Cash consideration
Assets and liabilities at acquisition date
Cash Receivables		1,143 1,339
Tax assets		1,461
Payables		(12, 500)
Net liabilities acquired at fair value		(8,557)
Goodwill on acquisition		10,057

Tana ya Tang

	30 JUNE 2006 S	PRO FORMA CONSOLIDATED 30 JUNE 2006
	\$	s
Note 6. Exploration and development assets Reconciliation of pro forma movement: Balance per balance sheet		636.000
Issue of shares to acquire exploration licences.		636.000
Balance per pro forma consolidated balance sheet.		636,000
- Brimate recovery of excitation and evaluation assets is

dependent upon success in exploration and evaluation or sale or farm-out of the exploration interests.

		30 JUNE 2006		PRO FORMA
	Nos.	\$		CONSOLIDATED
			Nos.	\$
Note 7. Contributed Equity Reconciliation of pro forma movement:	3	3	42,750,000	5,209,803
Balance per balance sheet Issue of shares in recognition of exploration work and agreement to			3	3.
transfer licences			12,469.998	636,000
Issue of shares to repay loan payable. to Minadco Pty Ltd			249,999	12.500
Issue of shares to acquire issued capital of Dart Resources Pty Ltd			30,000	1,500
Securities issued to raise capital prior to the Prospectus			5,000,000	375,000
Shares issued pursuant to the Prospectus			25,000,000	5,000,000
Share issue costs including options issued				(833,200)
Balance per pro forma consolidated balance sheet			42,750,000	5,191,803
			30 JUNE 2006 \$	PRO FORMA CONSOLIDATED 30 JUNE 2006 \$
Note 8. Option reserve Recorditation of pro forma movement:				221,200
Balance per balance sheet Issue of options as per Prospectus				221,200
Balance per pro forma consolidated balance sheet.				221,200
The Company has issued 1,000,000 options to an executive, 800,000 options to companies associated with certain directors as part of the cost of fund raising as well as 1,000,000 options to the Corporate Advisor to the Offer as a corporate success

fee on completion of the capital raising.
The options have been valued using the Black Scholes option valuation model assuming a share price of 20 cents being the value of the shares.

	30 JUNE 2006 \$	PRO FORMA CONSOLIDATED 30 JUNE 2006 \$
Note 9. Expenditure commitments The Consolidated Entity had no significant expenditure commitments as the end of the financial period.
Note 10. Segment Information The entity operates in the Australian mineral exploration sector.
Note 11. Contingent Liabilities and Contingent Assets There are no contingent liabilities or contingent assets at the end of the reporting period.

LAWYERS' REPORT

(MATERIAL CONTRACTS AND VICTORIAN TENEMENTS)

MINERS AT UPPER ADITS. FAIRLEY'S CREEK MINE. 1890S. PHOTOGRAPH COURTESY OF PERCY CROFT. COLLECTION. ROSE CHANDLER

RESOURCESLAW INTERNATIONAL

28 February 2007

The Directors Dart Mining NL Level 3 15 Queen Street MELBOURNE VIC 3000 LAWYERS

LEVEL 10 30 COLLINS STREET MELBOURNE VIC 3000 AUSTRALIA

TELEPHONE: (61 3) 9652 9000 FACSIMILE: (61 3) 9652 9090

www.nearmcedaw.net

Dear Sirs

LAWYERS' REPORT ON MATERIAL CONTRACTS AND VICTORIAN TENEMENTS

This Report is prepared for inclusion in a Prospectus to be dated on or about 34 March 2007 ("Prospectus") and issued by Dart Mining NL ACN 119 904 880 ("Dart" or the "Company").

SCOPE

The Report relates to both the Summary of Material Contracts set out in Section 9.8 of this Prospectus and, the two Exploration Licences granted in Victoria as described in the Schedule to this Report, namely, Exploration Licence 4724 ("E£4724") and Exploration Licence 4726 ("E£4726"), in this Report, we refer to both of those Exploration Licences as the "Victorian Tenements". Both of the Victorian Tenements have been granted ander the Mineral Resources (Sustainable Development) Act 1990 (Vic).

1. MATERIAL CONTRACTS

Dart has provided as with a copy of the material contracts described in the summary set out in Section 9.8 of this Prospectus. Dart instructs us that those contracts are the only contracts material to this Prospectus fincluding the Victorias Tenements).

Relevantly for this Report, on 31 July 2006 Dart entered into an agreement ("Tenement Acquisition Agreement") to acquire two current Victorian exploration licences, namely, EL4724 (Buckland) and EL4726 (Dart), both of which are held by Directors of Dart, namely, Dean G Turnbull, Bernhard Hochwimmer and Stephen G Poke (collectively, "holders"), subject to certain conditions precedent being satisfied (see Section 9.8.1 of this Prospectus for further details).

On completion of the Tenement Acquisition Agreement (including satisfaction of the conditions precedent referred to in that agreement) Dart will acquire the holders' rights, title and interest in E£4724 and E£4726.

Based on our review, we are of the opinion that the description of those contracts in the Summary of Material Contracts does not contain any statement or matter that is false in a material particular or is materially misleading in the form and context in which it appears.

2. VICTORIAN TENEMENTS - PRELIMINARY

To prepare our Report, we had arranged and relied on searches conducted:

• . on the Victorian Tenements, from the register maintained by the Department of Primary industries ("DPI") under the Mineral Resources (Sustainable Development) Act 1990 (Vic)("MRSDA");
• on the Register and Schedale of Native Title Claims in particular, maintained by the Victorian division of the National Native Title Tribunal ("NNTT");
• . of the Heritage Register and Inventory held and maintained by Heritage Victoria to ascertain whether or not there are known heritage sites located within the Victorian Tenements; and
• of the register maintained by Aboriginal Affairs Victoria (a Division of the Department for Victorian Communities) to ascertain whether the Victorian Tenements contain any land which contains Aboriginal archaeological relics.

in preparing our Report, we make the following assumptions and qualifications:

• . whilst we assume that the records maintained by various authorities referred to above are accurate, complete and up-to-date that may not be the case;
• we assume the Victorian Tenements have been validly granted, subject to their ability to validly affect native title, which is discussed below:
• we express no opinion on the compliance by Dart with the terms and conditions of the Victorian Tenements;

АЕЕШАТЕВ ОБЕСЕ-RESOURCESLAW INTERNATIONAL ASSOCIATES PTY LTD ACN 003 446 008 LEVEL 23 GOVERNOR MACQUARIE TOWER, 1 FARRER PLACE, SYDNEY NSW 2000 AUSTRALIA TELEPHONE: (61 2) 9252 8900 FACSIMILE: (61 2) 9252 8911

• . we have been advised by Dart that the details set out in the Schedule to this Report are correct and that the Victorian Tenements are unencumbered and in good standing;
• . we have not undertaken any investigation or survey to verify the accuracy of the details of the areas of land comprising the Victorian Tenements,
• . we express no opinion on whether or not the Minister will consent to any transfers or renewals of the Victorian Tenements which may be applied for in future by Dart, and the implications for Dart in the event those transfers or renewals are not approved or granted (as the case may be).

3. SUMMARY OPINION - VICTORIAN TENEMENTS

Based on our searches and engairies, and subject to the assumptions and qualifications described in this Report. the Victorian Tenements' particulars described in the Schedule to this Report are accurate as at 10 October 2006. being the date on which the searches of the Victorian Tenements were conducted at DPI.

Further, the searches referred to above reveal that:

• . neither E£4724 nor E£4726 are the subject of a registered native title claim (but that does not preclude the existence of native title and we refer to our comments below):
• the register maintained by Heritage Victoria records non-Aboriginal archaeological sites within the areas of both EL4724 and EL4726:
• the register maintained by Aboriginal Affairs Victoria records Aboriginal archaeological relics within the areas of both EL4724 and EL4726.

On the basis of our searches, the Victorian Tepements are current and in good standing.

The above summary should be read in the context of this Report read in its entirety.

EXPLORATION LICENCES - AN OVERVIEW

The holder of an Exploration Licence ("EL") granted under the MRSDA obtains the right, in accordance with the conditions of the Exploration Licence, to carry out exploration on the fand covered by the licence. Exploration is defined in the MRSDA to mean exploration for minerals and includes; conducting geological, geophysical and geochemical surveys; drilling; taking samples for the purposes of chemical or other analysis; extracting minerals from land, other than for the purpose of producing them commercially; and anything else (except mining) that is specified in the licence. An EL may be granted over Crown or private land.

The MRSDA provides that Exploration Licences may be issued and the Minister may specify on the licence that it is to remain current for a period of ap to five years from the date on which it is registered, and subject to the discretion of the Minister, for a further period of up to 5 years.

An application to renew an Exploration Licence must be made by the licensee before it expires. Renewals of an Exploration Licence are usually granted for a period of two to three years.

THE VICTORIAN TENEMENTS

As noted above, the two Victorian Tenements in respect of which Dart has entered into the Tenement Acquisition Agreement are:

• (a) Exploration Licence 4724; and
• (b) Exploration Licence 4726.

Details of E£4724 and EL4726 are set out in the Schedule to this Report.

EL4724 (BUCKLAND)

EL4724 was granted on 31 October 2003 and expires on 30 October 2008 and was granted in respect of gold, silver, platingm, antimony, and base metals (copper, lead, zinc). DPI holds a rehabilitation bond of \$6,000.00 with respect to this Exploration Licence. EL4724 has been granted over Crown land as well as private land, road and road reserves

Mr Dean G Turnbull, Mr Bernhard Hochwimmer and Mr Stephen G Poke are recorded as the registered holders of F: 4724

On engairy made on 25 October 2006 and on 28 February 2007, an officer of DPI has advised us that DPI is satisfied with the holders' reports and expenditure to date, and considers this tenement to be current and in good standing.

RESOURCESLAW INTERNATIONAL

EL4726 (DART)

EL4726 was cranted on 33 October 2003 and expires on 30 October 2008 and was granted in respect of gold, silver, platinum, base metals (copper, lead, zinc) and antimony. DPI bolds a rehabilitation bond of \$5,000.00 with respect to Bis Exploration Licence. EL4726 has been granted over Crown land, as well as private land, road and road reserves. Mr Dean G Turnbull, Mr Bernhard Hochwimmer and Mr Stephen G Poke are recorded as the registered holders of £L4726.

On enquiry made on 25 October 2006 and 28 February 2007, an officer of DPI has advised us that DPI is satisfied with the holders' reports and expenditure to date, and considers this tenement to be current and in cood standing.

CONDITIONS

Both Exploration Licences referred to above contain the following conditions:

• only "low impact exploration" work may be undertaken in the licensed area until the licence has an approved work plan (the term "low impact exploration" is defined in the MRSDA):
• a children on the aceased area must be limited to those specified in the MRSDA and the licence.
• a minimam ansual exploration expenditure requirement (see the Schedule to this Report for further details);
• an obligation to report to DPI upon the discovery of minerals potentially capable of production in commercial quantities, together with an annual reporting date of 30 Jane.

Both ELs also contain a "Schedule of Conditions" relating to land management, access, heritage, and exploration techniques.

4. NATIVE TITLE - OVERVIEW

We have caused to be conducted on 12 September 2006 a search of the databases maintained by the Victorian division of NNTT, namely. Schedule of Applications, Register of Native Title Claims, National Native Titles Register, Recister of indicenous Land Use Agreements and Notified Indigenous Land Use Agreements.

As at the date of the above search, no relevant entries on the above databases were recorded, or in other words, no native title claims affecting the Victorian Tegements have been lodged and no pative title determinations have been made.

it is important to note that, whilst the search of the Victorian Tenements does not disclose the existence of native title or a claim of native title, that does not mean native title does not exist in relation to these tenements. On the basis of the information in our possession, it is not possible to determine the extent, if any, to which native title may affect the Victorian Tenements. In that regard, if any native title claim is made in relation to the areas the subject of the Victorian Tenements, access to carry out activities going beyond those authorised by the present ELs could potentially be affected, and negotiating and settling claims would likely result in costs being incarred by the licence holder(s).

The Native Title Act 1993 (Cthlas amended)("NTA") is the key legislation to which holders of an exploration for mining) tenement must have regard. In summary, the NTA particularly:

• permits the validation by a State of "past acts" (for example, titles invalidly granted due to the existence of native title prior to 1 January 1994) and "intermediate period acts" (for example, titles invalidly granted due to the existence of native title, during the period 1 January 1994 to 23 December 1996):
• protects native title in the context of "future acts" (including, for example, the grant of titles on or after 1 January 3994) and provides for the effects those fature dealings would have on native title;
• prescribes a threshold test for the registration of native title claims;
• establishes a mechanism for determining claims to native title:
• . sets out the circumstances where native title is validly extinguished (for example, by the existence of freehold land or the grant of "exclusive possession" (easehold interests);
• . establishes for native title claimants, a "right to negotiate" where native title exists, and prescribes procedures for claiming compensation on the exanguishment or impairment of native title;
• establishes a registration system for Indigenous Land Lise Agreements.

Native title claimants apply to the Federal Court, which then refers the claim to the Native Title Registrar, who determines whether the claim is acceptable for registration, by applying the test set out in the NTA, broadly, that some or all of the native title rights alleged by the applicants may exist. Importantly, the registration of a native title claim (which is not of itself a determination that native title exists) gives rise to a "right to negotiate" as well as other statutory rights. The "right to negotiate" relates to negotiation about the impact of any proposed act on the enjoyment of the registered native title rights.

VICTORIAN NATIVE TITLE LEGISLATION

In Victoria, the Land Titles Validation Act 1994 (Vic) validates "past acts" as defined in the Native Title Act 1983 (Cth) attributable to the State of Victoria. That Act also confirms the past extinguishment of native title by certain valid or validated Acts.

CO-EXISTENCE OF NATIVE TITLE INTERESTS

Native title interests recognised under the legislation referred to above may co-exist with other titles to the extent that the two sets of rights are not inconsistent. Any determination of native title must state whether the native title is exclusive or not, and if not, what other interests co-exist with it. A determination of native title is made by the Federal Court either by consent, after mediation, or after a trial. Contested native title hearings may be lengthy and expensive. Claimants must establish that they have a social system that is regulated by traditional laws and customs, and that those laws and customs have persisted since colonisation: that they have a connection to the land subject to claim by those laws and customs, and that the rights claimed are capable of being recognised in Australian law. The High Court in Yorta Yorta Peoples v Victoria has described this as a difficult standard to satisfy.

In mediation, native title claimants must persuade the State Government that they have maintained their traditional relationship with the land in question. In the case of either a consent determination or litigated determination, native title rights cannot interfere with the exercise of rights validly granted by the State.

EXTINGUISHMENT OF NATIVE TITLE

The NTA also sets out the circumstances in which native title is extinguished, and in particular by:

• the valid grast of freehold land:
• the grast of an exclusive possessory lease:
• prescribed interests giving or granting exclusive possession.

Apart from the searches referred to in section 2 of this Report, we have not undertaken (and nor, we are advised, has Dart undertaken) the considerable ethnographic, historical, (egal, or apthropological research that would be required to ascertain whether any person or group may be able to assert the traditional connection necessary to demonstrate that native title exists over the Victorian Tenements or whether claims of native title in respect of Victorian Tenements would be possible in the fature, or alternatively, whether native title has been extinquished.

Accordingly, we consider it would be pradent for Dart not to assume that native title has been extinguished in respect of the areas contained within the Victorian Tenements, as the grant of the present Exploration Licences would for their respective terms not extinguish native title, but rather would give them precedence to the extent of any inconsistency. It is not possible to say whether past State grants over the land have had the effect of validly extinguishing or impairing native title, but once native title has been extinguished, in whole or in part, that extinguishment is permanent. Further valid requiation of the land by the State prior to 1975 may have had the effect of extinguishing. asy exclusive native title right in respect of the fand.

Further, if native title exists, the "right to negotiate" provisions of the NTA would apply if it were proposed in due course to seek to convert the Victorian Tenements to mining licences, where those tenements include any crown lands where native title has been validly claimed or exists. The grant of a mining licence would be a "fature act" contemplated by the NTA if it affected or impaired native title to any greater extent than had validly occurred in the past, in that regard, under the "right to negotiate" a tenement holder (called a "grantee party") must negotiate in good faith with registered native title claimants or native title holders to reach agreement on the conditions subject to which exploration may proceed. The grantee party is not obliged to negotiate in good faith in respect of matters not connected with the effect of the exploration activities on registered native title rights and interests. The parties may agree on compensation for impairment of native title but such compensation is not payable until a determination of native title is made in favour of the native title party. If the parties cannot reach agreement, the NNTT may arbitrate the question of whether exploration should go ahead or not. The NNTT is required to consider the effect of the proposed future act on the claimant's enjoyment of native title rights, including their way of life, culture, and traditions, their interests and wishes, any rights to access the area affected by the proposed grant, as well as the broader economic significance of the proposed act, the public interest in doing it, and existing use of the land by non-native title holders (section 39, NTA). In recent decisions of the NNTT (Thorpe (2003) NNTTA 66 and Victorian Gold Mines (2002) 170 FLR 1) the existing Victorian regime for protection of cultural heritage and the environment has been regarded as a significant factor in favour of granting authorisation to an act without the imposition of extensive conditions specifically relevant to protection of the claimed native title rights and interests.

The "right to negotiate" will not apply to future acts specifically exempted from the "right to negotiate" by an indigenous Land Use Agreement registered under the NTA. These agreements may be made in respect of native title with any person who claims to hold native title in the area, whether native title has been determined by the Federal Court or not.

5. VICTORIAN HERITAGE LEGISLATION

Land within the Victorian Tenements contains both non-Aboriginal and Aboriginal heritage.

As noted above, the Heritage Register maintained by Heritage Victoria records non-Aboriginal archaeological sites within the areas of both EL4724 and EL4726. The non-Aboriginal archeological sites recorded in respect of the Victorian Tenements are protected by the Heritage Act 1995 (Vic) which Act, in effect, provides that any person who excavates or damages an archaeological site without permission from Heritage Victoria faces penalties under that Act. Section 45 of the MRSDA requires that the holder of an exploration or mining licence must not do any work within 100 metres laterally of, or within 100 metres below, an archaeological site on the Heritage Inventory established under the Heritage Act 1995 (Vic) or a place or object included in the Heritage Register ander that Act.

The register maintained by Aboriginal Affairs Victoria records Aboriginal archaeological relics within the areas of both EL4724 and EL4726. Aboriginal archaeological relics are registered under the Archaeological and Aboriginal Relics Preservation Act 1972 (Vic). Section 45 of the MRSDA requires that the holder of an exploration or mining licence must not do any work within 300 metres laterally, or within 100 metres below:

• an archaeological area as defined by the Archaeological and Aboriginal Relics Preservation Act 1972; or
• an archaeological relic (as defined by that Act) redistered under the Archaeological and Aboriginal Relics Preservation Act 1972.

A ficensee may apply to the Executive Director. Aboriginal Affairs Victoria for consent to do work within these boundaries.

it is important to note that the summary reports produced from the registers' database lists recorded sites or relics only, and does not list undiscovered and/or urrecorded sites or relics. In this respect, the registers' reports are not fully comprehensive.

COMMONWEALTH ABORIGINAL HERITAGE LEGISLATION

Aboriginal sites within Victoria are also protected by Commonwealth legislation, and in particular the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth), which provides for the preservation of areas and objects that are of particular significance to Aborigines in accordance with Aboriginal tradition. Under the Act, the Minister may make a declaration for the protection and preservation of an area of Aboriginal significance.

It should be noted that, in Victoria, the Aboriginal Heritage Act 2006 has been enacted, but not yet proclaimed. That Act, when it comes into force, would enable the Victorian Government to administer Aboriginal heritage protection in Victoria directly through its own legislation, and would repeal the Archaeological and Aboriginal Relics Preservation Act 1972. The Aboriginal Heritage Act 2006 will come into operation at the same time as Schedule 2 to the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth), but the date on which that will occur is not, at the date of this Report, able to be ascertained. If Schedule 2 is not proclaimed before 7 December 2007 it will automatically be repealed on that day: section 2(1) of the Aboriginal and Torres Strait Islander Heritage Protection Amendment Act 2006 (Cth).

We have not as part of this Report, in addition to our enquiries referred to above, undertaken any enquiries as to whether or not non-Aboriginal or Aboriginal sites or relics other than those referred to on the registers, exist within the areas comprised in the Victorian Tenements. In any event, it would be necessary for Dart to ensure that it does not interfere with any non-Aboriginal archaeofogical sites or Aboriginal sites, except in accordance with the legislation referred to above.

6. ENVIRONMENTAL - AREA WITH REMOTE & NATURAL ATTRIBUTES (EL4724)

Whilst our searches at DPI have not revealed any details, we are instructed by Dart that part of the boundary of EL4724 (Buckland) is adjacent to an "Area with Remote and Natural Attributes" ("ARNA"), and is also described as the "Yarrarabula Remote and Natural Area-LCC Wilderness B14". The ARNA is not a "Remote and Natural Area" ("RNA") as contemplated by section 21B and described in Schedule Six of the National Parks Act 1975 Wicl("NPA") or a wilderness area, but rather, the ARNA is an area, identified by the Land Conservation Council in its report "Wilderness Special Investigation-Final Recommendations" (November 1991), as having "remote and natural attributes". That Council recommended that area B14 (amongst other areas) be managed under the NPA. That recommendation was approved by the Governor in Council by instrument dated 12 May 1992.

in the present case, the Company's "Fairley's prospect", described in Section 2.3 of this Prospectus, is adjacent to the ARNA.

Under the NPA, the Department of Sustainability and Environment ("DSE") has the responsibility, amongst other things, to manage national parks and state parks. Whilst the ARNA is not specifically referred to in the NPA as a national park or a state park (and it is not an RNA under the NPA) the DSE manages the area to seek to ensure the ARNA's remote and natural values are protected, consistent with the objects of the NPA.

Our enguiries within the DSE suggest that in order for the Corngany's work glan in respect of Fairley's prospect to be considered for approval (in relation to EL4724) in accordance with the MRSDA, it will likely be necessary for Dart to agree to observe certain conditions which will likely be imposed by DPI (in consultation with, and as requested by, DSE) in relation to the protection, preservation and rehabilitation of that part of the ARNA which is in proximity to the Fairley's prospect. Those requirements would be in addition to any other obligations the holder(s) of the Victorian Tenements may have in relation to the management, protection and land within the areas of those tenements.

As to work plans generally, the MRSDA also sets out the process which must be observed in relation to the approval of a work plan. In particular, the holder(s) of an Exploration Licence must not carry out any work (other than low impact exploration) on the land covered by the licence unless, amongst other things, the licence has an approved work plan. As part of that, a work plan will need to have regard to any environmental considerations and conditions imposed, for it to be capable of being approved. It is important to note that a work plan in respect of E14724 (Buckland) will not be approved under the MRSDA unless Dart were to agree, as part of that work plan, to observe the requirements which will likely be sought to be imposed by DSE in respect of the relevant part of the ARNA, as noted above.

In that regard, Dart has advised us that its work plan in relation to the Fairley's prospect (within EL4724) has on 22 December 2006 been submitted to DPI, but has not yet been approved. Our enquiries with DPI suggest that any approval of that work plan under the MRSDA would take some months. DPI has made some preliminary observations on that work plan. We are also advised that DSF has made preliminary comments on Dart's proposed work plan for the Fairley's prospect, particularly concerning yegetation issues, with the next step being to discuss these with the Company.

From our searches in relation to E£4726 (Dart), we note that Dart's work plan was approved on 14 July 2005 and is noted on the recister at DPI. It is described on that recister as "Dart Project Work Plan" dated December 2004. in respect of "trenching and rc drilling".

RESTRICTED CROWN LAND

Our searches at DPI reveals that both of the Victorian Tenements include "restricted Crown Land". In that regard, the MRSDA requires that the holder of an EL (or mining licence) who proposes to do work under the EL on "restricted Crown land", must obtain appropriate Ministerial consent.

We are instructed by Dart that it has no present intention to do work on or near the areas designated as "restricted Crown land," within the Victorian Tepements

CONSENT

ResourcesLaw International consents to being named in the Prospectus as being responsible for the preparation of this Report, ResourcesLaw International has given and has not before the lodgement of this Prospectus, withdrawn its consent to the issue of this Prospectus with the inclusion of this Report.

DISCLOSURE OF INTEREST

ResourcesLaw International will receive a professional fee for the preparation of this Report, necessary searches and enquiries, and related matters. Mr Richard G. Udovenya, a Partner in the law firm ResourcesLaw International, is also a Director of Dart and as such may be entitied to receive Directors' (ees or other pecuniary benefits in the Company, Mr Udovenya also holds an indirect interest in Shares and Options in Dart, and for further details, investors are referred to Section 9.10 of this Prospectus.

Yours faithfully.

A international

Resourcest aw international

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TENEMENT SCHEDULE

ENEMENT š YPE/ سبر	REGISTERED HOLDER	ليبا INTEREST لينا GST G 뇑	GRANT ð DATE	DATE EXPIRY	ΪËΝ CZ. (GRATI AREA	匿 REQUIRED EXPENDIT ANNUAI	DEALINGS
EL4724	Dean G Turnbull Bernhard Hochwimmer Stephen G. Poke	100%	31/10/2003	30/10/2008	352	See below	Ni: Note 1
EL4726	Dean G Turnbull Bernhard Hochwimmer Stephen G. Poke	100%	31/10/2003	30/10/2008	1,220	See below	Nil

Note 1: DPI records that a draft work plan was received by it on 5 September 2006, but that "more information" was required.

A notation registered on 18 May 2006 notes this work plan will be "some time before approval due to the nature of sit[e]".

VICTORIAN TENEMENTS: ANNUAL EXPENDITURE REQUIREMENTS

حميز ≍ NEME لىقة حمية	⊕ $\overline{\phantom{a}}$ r, 茲	⊕ N CE.	⊕ ෆ α لىليا	$\overline{\phantom{m}}$ ₩ ਹਾ	€ دی α ш.
EL4724	75,700	75,700	75,400	75,400	105,600
EL4726	256,500	256.500	237,400	237.400	348,600

TENEMENT CONSULTANT'S REPORT

(NEW SOUTH WALES TENEMENT)

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

DART MINING NI INDEPENDENT EXPLORATION TITLES REPORT

INTRODUCTION $\mathbf{1}$ .

Scope Of Instructions $1.1$

The following report has been prepared independently and in compliance with the Valmin Code.

Hetherington Exploration and Mining Title Services Pty Limited ("HEMTS") has been instructed by Dart Mining NE the Company") to conduct searches of and outline the rights conferred by Exploration Licence No 6172 ("EL 6172").

$1.2$ Qualifications

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

$1.3$ Independence

HEMTS is independent from the Company and Dart Resources Pty Ltd within the meaning of the Valmin Code. HEMTS's costs of preparing this report have been calculated at its normal charge out rate.

COMMENTARY ON EXPLORATION LICENCE NO 6172 $\mathcal{P}$

The following information has been obtained from the New South Wales Department of Primary industries - Mineral Resources ("the DP?-MR"), the National Native Title Tribunal and the New South Wales State Heritage Inventory.

Much of the information obtained from the DPI-MR has been so obtained via the DPI-MR's TAS database. This report is subject to the proviso that the TAS database may contain errors and is not reliable. Where possible, the information in TAS has been cross checked with other available information, such as the Exploration Licence instrument, electronic maps, etc.

Basic details of EL 6172 are set out in the attached schedule ("the Schedule").

$2.1$ General

EL 6172 has been granted to Dart Resources Pty Ltd in respect to Group 1 minerals, which are metallic minerals such as gold, silver, copper, etc. EL 6172 also applies to Group 6 minerals, which are corundum, diamond, ruby and sapphire.

Exclusions $2.2$

The National Parks and Wildlife Act 1974 ("the NPW Act") provides that the Mining Act 1992 does not apply to or in respect of lands within a National Park, historic site, nature reserve. Aboriginal area, regional park or karst conservation reserve unless the tenement (granted under the Mining Act 1992) existed prior to the reservation of the land as a National Park, historic site, nature reserve, Aboriginal area, regional park or karst conservation reserve.

The current Exploration Licence instrument in respect to EL 6172 excludes land vested in the Commonwealth of Australia and any land subject to a National Park, regional park, historic site, nature reserve, karst conservation reserve or Aboriginal area.

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It should be noted that the exclusion described in the NPW Act is different to that described in the Exploration Licence instrument. The NPW Act only excludes National Parks, etc declared before the date of grant of EL 6172. The date of declaration of National Parks, etc is not specified in the Exploration Licence instrument, that is, the excluded areas could be those National Parks, etc which were declared at the date of grant of EL 6172, the date of the last renewal or some other date. This is a matter which has not vet been determined by the DPI-MR.

There are no existing National Parks or nature reserves within the area subject to EL 6172.

Whilst this company has not been instructed to undertake an investigation into whether there is any land vested in the Commonwealth of Australia, historic site, nature reserve, regional reserve, karst conservation reserve or Aboriginal area, it is considered aniikely that there are large areas of such land within EL 6172.

$2.3$ Other Titles and Applications

There are no other titles or applications applying to the same cround as that subject to EL 6172.

$2.4$ Encumbrances

There are no eacumbrances registered against EL 6172.

$25$ State Forasts

Approximately 25 per cent of EL 6172 is subject to the Bago and Mannus State Forests.

State Forests are not excluded from Exploration Licences, but exploration activities within State Forests are subject to some specific requirements.

Forests New South Wales is a landholder for the purposes of the Mining Act 1992, it is therefore necessary to enter into an access agreement with Forests New South Wales before commencing prospecting in a State Forest (Section 140 Mining Act 1992).

State Forests are exempted areas for the purposes of Section 30 of the Mirang Act 1992. This provision requires the consent of the Minister for Mineral Resources before carrying out exploration within exempted areas. In respect to exploration within State Forests, such consent would entail environmental assessment of the proposed exploration by the DPI-MR. It would also be expected that such consent would be granted only in consultation with Forests New South Wales and subject to the terms of an access agreement reached with Forests New South Wales.

$2.6$ Exploration Licence Conditions

The conditions attached to EL 6372 relate to environmental management of exploration, drilling requirements, reporting requirements, expenditure commitments, clearing of vegetation, rehabilitation of disturbed land and lodgernent of security deposits.

EL 6172 also contains a condition relating to Native Title (see Section 2.9 below).

2.7 Expenditure And Reporting Requirements

Compliance with the expenditure and reporting requirements of EL 6172 is important because those matters will be considered by the DPI-MR when determining whether or not to renew that Exploration Licence, and if so, whether to renew the Exploration Licence in full, or to regaire a 50 per cent reduction of the Exploration Licence area apon renewat.

The DPI-MR advises that all expenditure and reporting regulrements have been compiled with by Dart Resources Pty £td.

The current annual expenditure commitment for EL 6172 is noted in the Schedule.

$2R$ Access And Compensation

It is necessary to enter into an access agreement with any landholders prior to carrying out exploration on land which is owned or occupied (Section 140 Mining Act 1992). Any landholder is entitled to compensation for all compensable loss caused to such land by exploration (Section 263 Mining Act 1992), in the event that no agreement can be reached with landholders, the matter can be referred to arbitration, and if not resolved, to the Mining Warden for determination.

It is necessary for the holder of an Exploration Licence to obtain the prior written consent of the owner of any dwelling house, garden or improvement before carrying out exploration within 200 metres of the relevant dwelling house, within 50 metres of the relevant carden or on the land subject to the relevant improvement (Section 31 Mining Act 1992).

$2.9$ Native Title

Approximately 95 per cent of EL 6172 is subject to the Tranut Brungle Indigenous Land Use Agreement ("the ILUA"). The parties to the ILLIA are Adelong Consolidated Gold Mines Ltd. the applicants on behalf of the Walgalu People and the applicants on behalf of the Wiradian People. The ILLA will not directly affect exploration persuant to EL 6172.

Less than one per cent of EL 6172 is subject to the Ngarigu Dialect Boundary Application No NC 05/2. This Native Title Claim was filed with the National Native Title Tribunal on 19 December 2005 but has not passed the registration test prescribed by the Native Title Act 1993. It will therefore not be necessary to necotiate with the Ngaricu Dialect Boundary Claimants in the course of undergoing the Right to Negotiate process, as discussed below.

The issue of whether or not a Native Title Claim or ILUA applies to the land subject to EL 6172 is irrelevant to the requirement to comply with the Native Title processes prescribed by the Native Title Act 1993 if the relevant land is land where Native Title exists or may exist ("Native Title land"). The threshold question when considering Native Title issues is therefore whether or not the relevant land is Native Title land or, in other words, whether or not Native Title has been extinguished. If Native Title has been extinguished, then it is not necessary to consider whether or not there is a Native Title Claim in respect to the relevant land before carrying out exploration.

If Native Title has not been extinguished, then it will (except in very specific circumstances) be necessary to comply with Native Title processes before carrying out exploration. The presence of a registered Native Title Claim simply means that it will be necessary to reach an agreement with the Native Title Claimants before proceeding with the relevant exploration activity. This may not be the case where there is currently no registered Native Title Claim, atthough in that case it is still necessary to undergo the Right to Negotiate process prescribed by the Native Title Act 1993 or other equivalent Native Title process.

There are significant areas of Crown land. National Park and State Forest within EL 6172 and those areas may be Native Title land. It must be understood that the status of any Native Title in land cannot be determined with certainty until a thorough search of each parcel of land is carried out. Such searches are beyond the scope of this report.

EL 6172 has been granted with the "Minister's consent" condition included. This means that before carrying out exploration on Native Title land, the Minister's consent must be obtained. The Minister will not grant that consent until the Right to Negotiate process has been undergone.

The Right to Negotiate process involves advertising the proposed act (in this case exploration), allowing four months from notification for Native Title Claims to be filed and registered and then negotiating an agreement with any registered Native Title Claimants to enable the act to take place.

$2.10$ Aboriginal Places and Objects

An Aboriginal object is any material evidence relating to Aboriginal habitation of an area. An Aboriginal place is a place declared as such by the Minister administering the NPW Act, because that place is deemed to have special significance to Aboriginal culture. An Aboriginal place may or may not contain Aboriginal objects.

Aborigiaal places and objects are registered on the Aboriginal Heritage Information Management System ("AHIMS") of the Department of Environment and Conservation ("the DEC"). This company has not been instructed to carry out the relevant search on the AHIMS, it is likely that there are a number of Aboriginal objects and places within the areas subject to EL 6172.

It is an offence to knowingly destroy, deface or damage an Aboriginal place or an Aboriginal object without the consent of the Director-General of the DEC pursuant to Section 90 of the NPW Act. The prohibition contained in Section 90 applies whether or not the Aboriginal place or Aboriginal object has been registered on the AHIMS.

Amendments to the NPW Act, currently before the New South Wales Parliament, will remove any reference to "knowingly" from Section 90, Instead, there will be a defence of having acted with due diligence and reasonable precaution. The net effect of these amendments will be to place greater onus on explorers to ensure that Aboriginal objects and places are not damaged.

It should be emphasised that the issue of Aboriginal places and objects is entirely separate to that of Native Title.

$2.11$ Heritage Sites

There are no items listed on the State Heritage Inventory in respect to the Tumbarumba Eocal Government Area, in which EL 6172 is located.

RUSSELL HETHERINGTON ON BEHALF OF HETHERINGTON EXPLORATION AND MINING TITLE SERVICES PTY LIMITED 25 JANUARY 2007

SCHEDULE

STEERS WERE STOLEN IN THE STATE OF		- 地方的社会「子宫的的」。 的复数形式 - - 子女 生命的。 ROSER	a mata	Call	- 1970年7月 - 天皇前期		100501 100 341.5	in Additional and the	STORES SALES 문학	- 第37日は高句子では、日本的に合わせがありません。 なかあさみ (の)
IEL 6172	NSW.	Dart Resources Pty Ltd	2003	2007		units.	[12 Dec 11 Dec Current 43 \$10,000 \$10,000		\$73.000	ΝiΙ	Groups 1 and 6

ADDITIONAL INFORMATION

MINERS AT UPPER ADITS. FAIRLEY'S CREEK MINE. 1890S. PHOTOGRAPH COURTESY OF PERCY CROFT. COLLECTION. ROSE CHANDLER

The Company was registered in Victoria. Australia on 26 May 2006 as a "No Liability" public company.

COMPANY TAX STATUS

The Board expects that the Company will be treated as a public company for Australian tax purposes. The Company's ABN is: 84 119 904 880.

9.4

At the date of this Prospectus, the following are the existing holders of Shares and partly-paid shares of the Company:

	SHAREHOLDER	$\langle \mathcal{P} \rangle$ SHARA
		Š
		S. Ž	PARTLY-PAID SHARES NO.OF
1	North East Geological Contractors Pty Etd	4,500,000	2,250,000
2	B Hochwimmer and Associates Pty Etd	562,500	2,250,000
3	B Hochwimmer and Associates Pty Ltd < ATF Hochwimmer Superanguation Fuge>	3,375,000
4	BR and LR Hochwimmer	562,500
5	Tesaneer Pty Ltd	3.500.000	1,750,000
6	Saracen Mineral Holdings Limited	660,000	330,000
7	Peter John Woodford	500.000	250.000
8	Granite Hills (Victoria) Pty Ltd ACN 074 517 123	400.000	200.000
9	Minadoo Pty Ltd	356.666	178,332
10	Investor Resources Finance Pty Ltd	270,000	200,000
1 I	Richard Maynard Hedstrom	300,000	150,000
12	Andrew Richard & Jane Elizabeth Ristrom	266,667	133,334
13	Maitland Arch Pty Ltd	266.667	133.334
14	Minadoo Pty Ltd	250.000	125,000
15	Sand Cort Investments Pty Ltd	250,000	125,000
16	Dalenier Enterprises Pty Etd	200.000	100,000
17	Edward Terence Shipard & Mark Steven Shipard	200.000	100,000
18	Hazethurst Securities Pty Ltd	200.000	100,000
19	John Barrik Super Fund A/C>	200,000	100,000
20	Mrs Isabelle Jane Arden	200.000	100,000
2I	Raymond Keith Hazeldene & Jennifer Anne Hazeldene	200.000	100,000
22	John Edward Quayle	130.000	Nil
23	AWG Pty Ltd	100,000	50,000
24	Diamant Investments Pty Ltd	100.000	50.000
25	Jackson Five Pty Ltd	100.000	50.000
26	Leon James & Therese Mary Moran	100,000	50,000
	TOTALS	17,750,000	8.875.000

Seed capital funding of \$375,000 was raised in September/October 2006. A portion of those funds is being applied to on-going exploration and related activities. In that regard, Dart issued to seed capital investors 5,000,000 Shares at an issue price of \$0.075 per Share payable in full on application, together with one partly-paid share issued at one cent for every 2 Shares subscribed for, with an unpaid amount of 9 cents per partly-paid share. The partly-paid shares are subject to a 9 cent call between 1 July 2009 and 31 December 2009. The Company will not apply to the ASX for official quotation of the partly-paid shares. Other than as described in Section 1.3 or elsewhere in this Prospectus, no Options have been, or have been agreed to be, granted to Directors or officers of Dart (for further details, see Sections 9.8.3, 9.10 and 9.11).

9.1

9.2

9.3

BALANCE DATE

SHAREHOLDERS

The following is a summary of the more significant rights attaching to the Shares (and partly-paid shares, as the case may be). This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to the Shares are set out in Dart's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours. The following is a summary of the major provisions.

VOTING

At a general meeting, every member present in person, or by proxy, attorney or representative, has one vote on a show of hands and on a poll, one vote for each fully paid Share held and in respect of which a member may vote. On a poll, partiv-paid shares confer a fraction of a vote pro-rata to the amount paid up and payable on the Share.

A poll may be demanded in accordance with the Corporations Act, namely, by the chairperson of the meeting, by any five Shareholders present in person, or by proxy, attorney or representative, or by any one or more Shareholders. who are together entitled to not less than 5% of the total voting rights of all the Shareholders having the right to vote on the resolution on a poll.

GENERAL MEETINGS

Each Shareholder is entitled to receive notice of, and, except in certain circumstances, to attend and vote at general meetings of the Company and receive all financial reports, potices and other documents required to be sent to Shareholders under the Constitution, the Corporations Act, or the Listing Rules.

DIVIDENDS

Subject to any special rights or restrictions attaching to a class of Shares, the profits of the Company, which the Directors from time to time determine to distribute by way of dividend, are divisible amongst the Shareholders in proportion to the number of shares held by them, irrespective of the amount paid up, or credited as paid up on the shares, provided that the holder of a partly-paid share is not entitled to a dividend on that share if a call has been made on that share and the call is due and enpaid.

ISSUE OF FURTHER SHARES

The Board of Directors may (subject to the restrictions on the issue of Shares imposed by the Constitution, the Corporations Act and the Listing Rules), issue Shares, grant options in respect of Shares, or otherwise dispose of further Shares as the Board may determine and on any terms the Board considers appropriate.

TRANSFER OF SHARES

Holders of Shares may transfer them by proper transfer. The Company may participate in any computerised or electronic system for market settlement, securities transfer and registration conducted in accordance with the Corporations Act, the Listing Rules and the operating rules of a CS Facility (as defined in the Corporations Act), in which case. Shares may be transferred and transfers may be registered in any manner regaired or permitted by the Listing Rules or those operating reles.

The Directors may refuse to register a transfer of Shares where the refusal to register the transfer is permitted under the Listing Rules.

WINDING HP

Sabject to any special or preferential rights attaching to any class or classes of shares in the Company, on a winding up of the Company the liquidator may, with the approval of a special resolution, distribute among the Shareholders the whole or any part of the assets of the Company and may determine how such division is to be carried out. The liquidator may also, with the approval of a special resolution, vest the whole or any part of the Company's assets in a trustee on trust for contributories as the liquidator thinks fit.

Sections 254B(2), (3) and (4) of the Corporations Act prescribe certain terms of issue and entitlements with respect to shares in a "no liability" company. Section 2548(2) provides that a share in a no liability company is issued subject to a term that if the company is wound ap and a surplus remains, it must be distributed among the parties entitled to it in proportion to the number of shares held by them irrespective of the amounts paid up on those shares. However, a member who is in arrears in payment of a call on a share, but whose shares have not been forfeited, is entitied to participate in the distribution of that surplus if the full amount outstanding in respect of the call is first paid.

Section 254B(3) provides that if a no liability company is wound up having ceased to carry on business within 12 months after its registration, those of its shares that were issued for cash (to the extent of the capital contributed by subscribing shareholdersi must on a winding up rank in priority to shares issued to vendors or promoters, or both. for consideration other than for cash. Additionally, section 254B(4) provides that shareholders that were vendors or promoters of a no liability company are not entitled to any preference upon a winding up of that company at any time, notwithstandigg agything cogtained in the company's cogstitution or the terms on which the shares were issued.

LIABILITIES

The Shares offered under this Prospectus are fully paid ordinary shares. There is no liability on a holder of those Shares to contribute any further amount to the Company in respect of those shares. In relation to party-paid shares held by Shareholders at the date of this Prospectus (see Section 9.4), there is no liability on a holder of those partly paid shares to contribute any further amount to the Company as a result of any call being made, however, those partly paid shares will be subject to forfeiture under the Constitution in the event any such calls are or remain unpaid.

SMALL HOLDINGS

Provided the Company cornolies with certain requirements, the Company may sell the Shares of a holder who has less than a marketable parcel of Shares.

DIRECTORS

Details of the powers and duties of Directors are contained in the Constitution.

DIRECTORS' INDEMMITY

Under the Constitution, the Company, to the extent permitted by law, will indernnify each Director and officer fincluding any person who has previously served in any such capacity) against any liability or cost incurred by the person as an officer of the Company or a related body corporate of the Company including liability for certain legal costs. incarred in defending an action for a liability incurred as a Director or officer, and otherwise sabiect to the terms and the restrictions set out in the Constitution. The indemnity may be extended to employees or former employees of the Company or a related body corporate by determination of the Directors.

SHARF BUY BACKS

The Company may buy back Shares in itself in accordance with the provisions of the Corporations Act.

ALTERATION OF CONSTITUTION

The Constitution of the Company can only be amended by a special resolution passed by at least three quarters of members present and voting at a general meeting of the Company.

9.6

ELECTRONIC PROSPECTUS

Persuant to Class Order 00/044 ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at applications@dartmining.com.au and the Company will send you either a hard copy or a further electronic copy of the Prospectus or both free of charge. Alternatively, you may obtain a copy of the Prospectus from the Company's website at www.dartmining.com.au

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

BONUS OPTIONS

The terms and conditions of the Bonas Options are as follows:

• Entitlement to ordinary shares: The Bonus Option holder is entitled on payment of 20cents per Share (the exercise price) to be allotted one Share for each Bonus Option exercised.
• Exercise date: The Borius Options held by the optionholder are exercisable in whole or, subject to minimum requirements, in part up to the expiry date. Reminder notices will be forwarded to the optionholder prior to the expiry date. Bonas Options not exercised on or before the expiry date will lapse.
• Register of Options and Shares: The Bonus Options will be recorded on the Company's Register of cotionholders maintained by the Company's Share Registry. The Register will be available for inspection by Shareholders and optionholders free of charge. Shares to be allotted on exercise of the Bonus Options will be recorded on the Company's Register of Members.
• Ougtation: The Company will use its best endeavours to have the Bonus Options listed for quotation with ASX $\mathcal{L}^{\pm}$ and to maintain such listing until the expiry date.
• Method of exercise of Options: A Bonus Option is exercisable by the optionholder filling in and signing the Form of Notice of Exercise of Options and lodgement of the office of the Company's Share Registry together with payment of 20cents for each Option exercised. The minimum number of Bonus Options which may be exercised at any time is a marketable parcel (as defined in the ASX Listing Rules) except where less than the number of Bonus Options which would create a marketable parcel is held, in which case all Bonus Options held by one holder must be exercised. Bonus Options will only be exercisable on the last business day of each month.
• Rights of Shares allotted on exercise: The Company will make application for the official quotation with ASX of new Strares allotted on exercise of the Bonus Options in accordance with ASX Listing Rules. Shares allotted on exercise on the Bonas Options will participate equally in all respects with existing Shares.
• Reconstruction of capital: If diging the currency of the Bonus Options the issued capital of the Company is reconstructed finctuding capital reductions and share consolidations and divisions), the number or nominal value of the Bonas Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the terms of the exercise of the Bonus Options shall remain unchanged. Where appropriate the exercise price of the Bonas Options will be revised in accordance with the ASX Listing Rules.
• Bonus issue: if there is a bonus issue to the holders of the Shares of the Company, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Bonus Option would have received if the Bonus Ontion had been exercised before the Record Date of the bonus issue.
• Participating rights and entitlements: The Bonus Options carry no right (without exercising the Bonus Options) to participate in the rights issues which may be offered by the Company to its shareholders after the date of issue of the Bonus Options or in bonus issues or dividends. However, the Company must give prior notice to the optionholders of any new issue before the Record Date for determining entitlements to the issue in accordance with ASX asting Rules and optionholders have the right to exercise the Options prior to the Record Date for determining entitlements.
• Transfer: Bonus Options may be transferred at any time prior to their expiry by completing any usual or common form of transfer. Transfers will be recorded on the Company's Register of optionholders.
• Amendments: Despite anything else contained in their terms to the contrary the terms and conditions of the Bonus Options may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

OTHER OPTIONS

The following is a summary of rights attaching to free Options (not being Bonas Options) granted by the Company to Companies associated with Directors, the Chief Executive Officer, and Intersuisse Corporate Pty Etd:

• Each Option entities the holder to subscribe for, and, on payment of 20cents per Share, be allotted one ordinary fully paid Share for each Option exercised;

• Shares issued on the exercise of Options will rank equally with all existing Shares on issue as at the exercise date:

• The Options are exercisable at any time from the date of issue (except for the Options granted to the Chief Executive Officer - see below)
• The final date and time for exercise of and the exercise price of each Option is 31 December 2010, 5,00pm $\mathcal{L}$ AEST, with each Option exercisable at 20 ceats:
• The Company will not apply to the ASX for official quotation of the Options;

97

• If the Shares of the Company are quoted on ASX, the Company will apply to ASX for, and will use its best endeavours to obtain quotation of all Shares issued on the exercise of any Options.
• The holder is not entitled to participate in new issues of securities without exercising the Options, subject to the statements set out below;
• In the event of any reconstruction or reorganisation fincluding consolidation, sub-division, reduction or return of the capital of the Company), the number of Options or the exercise price for the Options (or both) will be reconstructed or reorganised in accordance with ASX listing rales;
• If there is a bonus issue to the holders of the underlying securities, on the exercise of any Options, the number of Shares received will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for bonds issues. The exercise price will not change:
• If daring the currency of any Options and prior to their exercise a takeover offer or a takeover announcement. (within the meaning of the Corporations Act) is made to holders of Shares then the Optionholder may exercise the Options notwithstanding any other terms and conditions applicable to the Options or arrangement;
• If an offer for shares in the Company is made to Shareholders pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act. the holder of Options will be entitled to exercise Options held within the period notified by the Company:
• The Options are not transferable.

Of the 1,000,000 free Options granted to the Company's Chief Executive Officer, 500,000 Options are exercisable from 6 December 2007 and 500,000 Options are exercisable from 6 December 2008. All Options granted to the Chief Executive Officer lapse three months after he ceases his engagement or employment with the Company, if not exercised.

SUMMARY OF MATERIAL CONTRACTS

Dart is a party to a number of contracts that, in the opinion of the Directors, are material to the proposed offer under this Prospectus and the Company's activities and, accordingly, may be relevant to potential investors in the Company. Those contracts are summarised below. These summaries do not purport to be complete and are qualified in their eatirety by reference to the text of the contracts themselves. The contracts referred to below are available for inspection at Dart's registered office during normal business hours.

TENEMENT ACQUISITION AGREEMENT

By an agreement dated 31 July 2006 (as amended by deed of variation dated 8 March 2007) between Directors of the Company, Dean Tambull, Berghard Hochwimmer and Stephen Poke ("sellers"), and the Company, the Company has conditionally agreed to acquire EL4724 (Buckland) and EL4726 (Dart) (in this Section, together, the "Tenements") for a price of \$1.00. The agreement is conditional on Ministerial consent to the acquisition being obtained under the Mineral Resources Development Act 1990 (Vic) and, a successful initial public offering by Dart. The Company may terminate this agreement if those conditions have not been satisfied or waived by it, by 30 June 2007. Pending cornoletion of the acquisition, the Company has agreed to undertake such activities and expend such amounts as will keep the Tenements in good standing.

In addition, the Company has agreed to the payment to the sellers of a royatty of 1.5% in aggregate of the value of any gold or other metals or valuable minerals produced and sold from the tenements, and any flow on tenements, less any reasonable transport, refining or realisation costs necessarily incurred in the sale of the above product.

9.8.2

ACQUISITION OF DART RESOURCES PTY LTD

E£6172 (Toorna, in New South Wales) is held by Dart Resources Pty Ltd ACN 050 030 245, a company formerly owned by Directors of the Company, Dean Turnbull, Bernhard Hochwimmer and Stephen Poke. By an agreement dated 31 July 2006, Dart acquired from Messrs Tumbull, Hochwimmer and Poke all of their shares in Dart Resources Pty £td such that it is now a wholly-owned subsidiary of Dart Mining N£. As consideration for that acquisition, Dart Mining NE had issued 10,000 Shares to each of Messrs Turnbull, Hochwimmer and Poke, being 30,000 Shares in aggregate.

983

CONSULTANCY AGREEMENTS

By an agreement dated 27 July 2006 (as subsequently varied by deed dated 21 February 2007), the Company has encaced North East Geological Contractors Pty Etd ACN 076 303 985 ("NEGC") to provide geological and management services prior to and from the proposed ASX listing of Dart. NEGC has agreed to provide services through Dean Turnbull (an Executive Director of Dart) and has agreed to procure Mr Turnbull devotes 80% of his time towards the Company's business, in consideration, Dart agrees to pay NEGC \$650 per day (excluding GST) ap to

9.8

9.8.1

31 December 2006 capped at 15 days per month. From an ASX listing, NEGC will be engaged to make Mr Turnbull available on a full-time basis to Dart. The Company has agreed to a remuneration package of \$145,000 per annum for Mr Turnbull's services. If the Company achieves an ASX listing by 30 June 2007 then that package is calculated pro-rata from 1 January 2007 to the date of such listing and payable on that date, then in monthly installments thereafter. If no ASX listing is achieved by 30 June 2007 then the Company has no liability to either NEGC or Mr Tarnbull or both to pay that remaneration package. If payable the remuneration package shall be reviewed annually between NEGC and Dart. The agreement is terminable by either party on 6 months' notice being given.

By an agreement dated 27 July 2006 (as subsequently varied by deed dated 21 February 2007), the Company has engaged B Hochwimmer & Associates Pty Ltd ACN 006 951 748 ("BH&A") to provide consulting geological and management services prior to and from the proposed ASX listing of Dart. BH&A has agreed to provide services through Bernhard Hochwimmer (an Executive Director of Dart) and has agreed to procure Mr Hochwimmer devotes 80% of his time towards the Company's business. In consideration, Dart agrees to pay BH&A \$650 per day (excluding GST) ap to 31 December 2006 capped at 15 days per month. From an ASX listing, BH&A will be engaged to make Mr Hochwimmer avalable on a full-time basis to Dart. The Company has agreed to a remaneration package of \$145,000 per annum for Mr Hochwimmer's services. If the Company achieves an ASX listing by 30 June 2007 then that package is calculated pro-rata from 1 January 2007 to the date of such listing and payable on that date, then in monthly installments thereafter. If no ASX listing is achieved by 30 June 2007 then the Company has no liability to either SH&A or Mr Hochwirnmer or both to pay that remaneration package. If payable the remuneration package shall be reviewed annually between BH&A and Dart. The agreement is terminable by either party on 6 months' notice being given.

Investor Resources Finance Pty Ltd ACN 115 060 225, a company in which Christopher Bain (a non-executive Director) has a beneficial interest, has been engaged to provide financial advice to procure funding and an ASX listing for Dart. That Company's fees are capped at \$36,000 prior to any ASX listing, with a success fee following an ASX listing of \$36,000 plus 0.75% of the funds raised ander this Prospectus. Investor Resources Finance Pty Ltd has been cranted 400,000 free Options, each exercisable at 20 cents. All fees payable by Dart to Investor Resources Finance Pty Ltd are exclusive of any GST.

ResourcesLaw International, a firm in which Richard Udovenya (a non-executive Director) is a Partner, has been engaged to provide legal services to Dart Mining NL. That firm's fees are capped at \$36,000 prior to an ASX listing for Dart with an uplift fee following any ASX listing of \$36,000. LAH Securities Pty Ltd ACN 060 438 693 (a company associated with Richard Udoverya and in which he holds a beneficial interest) has agreed to provide non-legal advisory services, for which Dart has agreed to pay, subject to it listing on ASX, a fee equating to 0.75% of the funds raised under this Prospectus. LAH Securities Pty Ltd has been granted 400,000 free Options, each exercisable at 20 cents. All fees payable by Dart to ResourcesLaw International and LAH Securities Pty Ltd are exclusive of any GST.

By agreements dated 10 January 2007, the Company has engaged John Quayle ABN 88 414 709 215 to provide management services to the Company to 30 Jane 2007 as a contractor, and from 1 July 2007 as an employee. Mr Quayle will be available on a part-time basis of 20 hours per week for a remuneration package of \$92,650 per annum. Mr Quayle has also been granted 1,000,000 free Options in two tranches of 500,000, each Option exercisable after 6 December 2007 and 6 December 2008 respectively and on or before 31 December 2010. Each Option is exercisable at 20 cents. The Options lapse 3 months after ceasing his engagement with Dart. The agreement is terminable by either party on 4 weeks' notice being given.

9.8.4 CORPORATE ADVISOR, LEAD MANAGER AND BROKER AGREEMENT.

Under a letter dated 9 February 2007, the Company has engaged intersuisse Corporate Pty Ltd ACN 066 066 911 ("Intersuisse Corporate") as its corporate advisor co-ordinating with Intersuisse Limited ACN 002 918 247 as Lead Manager and Broker to the Offer and any ASX listing, and co-ordinating with other brokers.

Uader that agreement, the Company has agreed to not raise any funds within 6 months of being listed on the ASX without the agreement of Intersuisse Corporate, which will not be unreasonably withheld. Further, following ASX listing, the Company agrees that intersuisse Corporate will have the right of first refusal to manage any fundraising by the Company for a period of 18 months following the date of ASX listing.

The fees payable to laterscisse under the agreement are:

• A corporate services fee of \$40,000
• The grant of 1,000,000 Options with an exercise price of 20 cents and otherwise on the terms set out in Section 9.7 (see "Other Options")

• A management fee of 2% to Intersuisse Corporate upon the total amount raised under the Offer

• A capital raising fee of 4% to Intersuisse Corporate upon the total amount raised under the Offer excluding certain professional investors introduced by the Company and agreed between it and Intersuisse Corporate

• The reimbursement of all costs and expenses and disbursements of intersuisse Corporate in connection with the ASX listing, anticipated to be in the order of \$5,000.

NON-EXECUTIVE DIRECTORS' REMUNERATION

Under the Constitution, each non-executive Director may be paid remaneration for ordinary services performed as a Director. The maximum remaneration that may be paid to the non-executive Directors is \$200,000 per annum in aggregate. Any change to this amount requires shareholder approval. No payments have been made to the non-executive Directors ap to the date of this Prospectus, and nor is the Company liable for any such payments for that period. Were the Company to become admitted to the official list of ASX, the aggregate non-executive Directors' fees will initially be \$125,000 per annum.

Executive Directors will not receive remuneration in addition to that referred to in Section 9.8.3.

DIRECTORS' INTERESTS

Ω.

$\sim$ $\lambda$

Except as disclosed in this Prospectus, no Director and no firm in which a Director is or was at the relevant time a partner, has or has held at any time during the last two years, any interest in:

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

9.9

9.10

and, except as disclosed in this Prospectus, no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director:

(d) to induce him to become, or to qualify him as, a Director; or

(e) for services provided by him or rendered by any firm in which he has an interest in connection with the promotion or formation of the Company or the Offer.

As at the date of this Prospectus, the Directors' interests in the existing Shares, partly-paid shares in the Cornpany and Options are described in Table 5 and in Note 2 to Table 5.

TABLE 5 DIRECTORS' INTERESTS		يست -459	iai K m V.
кĆ, $\mathcal{N}_{\text{c}}$ LL) وبالدر íi	≏ ΩĆ	۰.۸ Шz r. ac. Шâ my.	1.6 NUMBER PARTI
Bernhard Hochwimmer	B Hochwimmer & Associates Pty Etd	3.937,500	2,250,000
Bernhard Hochwimmer	BR and LR Hochwimmer	562,500
Dean Tarnball.	North East Geological Contractors Pty Ltd	4.500,000	2,250,000
Stephen Poke	Tesaneer Pty Ltd	3.500,000	3,750,000
Christopher Baia 2	Minadco Pty Ltd	606.666	303,332
Richard Udovenya 2	Hazelhurst Securities Pty Ltd	200,000	300,000

Note 1 Partly-paid shares in the Company are paid to 1 cent with the balance of 9 cents unpaid and payable at call between 1 July 2009 and 31 December 2009

Note 2 Options have been granted by the Company to companies associated with the following Directors:

Christopher Bain: 400,000 Options (granted to Investor Resources Finance Pty Ltd)

Richard Udovenya: 400,000 Options (granted to LAH Securities Pty Ltd)

(See Section 9.7 for a summary of the terms and conditions attaching to Options). It should also be noted that Christopher Bain holds a beneficial interest in, and is a director of, Investor Resources Finance Pty Ltd. Investor Resources Finance Pty Ltd holds 270,000 Shares and 200,000 partly-paid shares (see Section 9.4).

DIRECTORS AND OFFICERS DEED OF INDEMNITY, ACCESS AND INSURANCE

The Company has entered into a deed of indemnity, access and insurance with each of its Directors and it's Chief Executive Officer. Under the deed, each of these persons is indemnified by the Company, to the extent permitted by law and subject to the Constitution, for liabilities fincluding for certain legal costs) arising as a result of the Director or Chief Executive Officer acting as an officer of the Cornpany or of a related body corporate of the Company. This indemnity is subject to the restrictions prescribed in the Corporations Act. the Constitution and those specified in the deed. Subject to the terms of the deed, it also gives each Director a right of access to Board papers and requires the Company to maintain insurance cover for the Directors.

$911$

RESTRICTED SECURITIES

Potential applicants are advised that as part of any successful ASX listing application, ASX will, as a condition of granting such application, impose escrow restrictions on previously issued Shares in accordance with its Listing Rules. In relation to certain existing Shares (see Table 6 below) those restrictions will likely be imposed on the basis of the relevant ASX Listing Rules. This restriction period is at the discretion of ASX but typically will be for a period of between 12 months (minimum) from the date of the allotment of the "seed capital" shares for those investors who are neither promoters nor related parties of Dart at the time it may apply for admission to ASX, to 24 months commencing on the date on which quotation of Dart's securities may commence on ASX for seed capitalists who are related parties of Dart or promoters. It is not proposed to seek official quotation on ASX of Partiy-Paid Shares nor Options (not including Bonus Options).

Directors and holders of Shares in Dart classified as "seed capital" shares will be required to enter into an agreement. with ASX and the Company pursuant to which ASX may place restrictions on the disposal of a proportion of the seed capital shares for a defined period (escrow period).

TAREE ALL RESTRICTED SECURITIES

Note 1 Escrow period from date of listing of the Company on ASX Note 2 Escrow period from the date of issue of the relevant security

9.12

INTERESTS OF EXPERTS AND ADVISORS

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

• (a) the formation or promotion of the Company:
• (b) 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
• (c) the Offer.

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

Investor Resources Finance Pty Etd has provided financial advisory services prior to and in connection with this Prospectus. For these services, the Company issued 400,000 free Options to subscribe for fully paid ordinary shares. exercisable at \$0.20 on or before 31 December 2010 (for further details see Section 9.7.3). Employees of layestor Resources Finance Pty Ltd or their associates own 1.076.666 Shares, 603.332 partly-paid shares and 400.000 Options as at the date of this Prospectus, Christopher Bain, a non-executive Director, is the Managing Director of Investor Resources Finance Pty Ltd. None of the employees of Investor Resources Finance Pty Ltd is an associate of any other employee of Investor Resources Finance Pty Ltd for the parposes of sections 10 to 17 of the Corporations Act.

Intersuisse Corporate Pty Etd has been appointed Corporate Advisor and in respect of this work, the Company will pay approximately \$40,000 fexcluding GSTI plus disbursements for corporate services and the grant of 1,000,000 .
Options exercisable at 20cents on or before 31 December 2010, Intersuisse Limited has been appointed Lead Manager and Broker to the Offer and will receive a management fee (2%) and a capital raising fee (4%) of all amounts raised under the Offer in connection with this role.

Australian Geoscientists Pty Etd ACN 010 860 625 has prepared the Independent Geologist's Report included in Section 5 of this Prospectus. In respect of this work, the Company will pay approximately \$20,000 (excluding GST) for these services which has included an independent geological assessment of the Tenements.

Deloitte Touche Tohmatsu ABN 74-490-121-060 has acted as investigating Accountant and has prepared an Investigating Accountant's Report on the Historical and Proforma financial information included in Section 6 of this Prospectus. In respect of this work, the Company will pay approximately \$13,000 (excluding GST).

ResourcesLaw international has acted as legal advisors to the Company and has been involved in undertaking due diligence enquiries for the preparation of this Prospectus, preparing the Lawyer's Report (on Material Contracts and Victorian Tenements) set out in Section 7 of this Prospectus and providing legal advice to the Company in relation to the Offer For these services, the Company will pay up to \$72,000 fexcludion GST). In that regard, that firm's fees are capped at \$36,000 (excluding GST) prior to an ASX listing with an uplift (ee following any ASX listing of \$36,000 fexciuding GST). Richard Udoveriva, a non-executive Director, is also a Partner of ResourcesLaw International, Richard Udovenya also holds a beneficial interest in LAH Securities Pty Ltd which has provided non-legal services to the Company (for further details, see Section 9.8.3).

Hetherington Exploration & Mining Title Services Pty Ltd ABN 64 003 122 996 has prepared the Tenement Consultant's Report (New South Wales) set out in Section 8 of this Prospectus, in respect of this work, the Company has paid or agreed to pay \$1,500 (excluding GST) for these services which has included title and other searches of E£6172 (Tooma) and a report on its status.

9.13

CONSENTS

Each of the parties referred to in this Section:

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

Australian Geoscientists Pty Ltd has given its written consent to the inclusion in Section 5 of this Prospectus of its Independent Geologist's Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Deloitte Touche Tohmatsu has given its written consent to the inclusion in Section 6 of this Prospectus of its Investigating Accountant's Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before fodgement of this Prospectus with ASfC.

ResourcesLaw international has given its written consent to the inclusion in Section 7 of this Prospectus of its Lawyers' Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Hetherington Exploration & Mining Title Services Pty Limited has given its written consent to the inclusion in Section 8 of this Prospectus of its Tenement Consultant's Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with 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 the lodgement of this Prospectus with ASIC:

• Investor Resources Finance Pty Ltd as Financial Advisor:
• Australian Geoscientists Pty Ltd as Independent Geologist;
• Deloitte Touche Tohmatsu as Investigating Accountant and Auditor:
• ResourcesLaw International as Lawvers to the Cornoany:
• Hetherington Exploration & Mining Title Services Pty Etd as Tenement Consultant (NSW):
• Intersuisse Corporate Pty Ltd as Corporate Advisor and Intersuisse Limited as Lead Manager and Broker; and
• Link Market Services Limited as Share Registry.

There are a namber of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

9.14

LITIGATION

So far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceeding or administrative appeal or criminal or governmental prosecution of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse impact on the business or financial position of the Company.

9.15

EXPENSES OF THIS OFFER

The total estimated costs in connection with the Offer fincluding underwriting management, legal, accounting ASX listing and ASIC fees, printing and other expenses) are approximately \$691,000 (excluding GST). These are made up as follows:

		S.
Corporate Advisor and Broker Fees and Expenses		\$355.000
Fisancial Advisor Fees		\$109.500
Investigating Accountant's Fees		\$13,000
Independent Geologist's Fees		\$9.200
Tenement Consultants Fees		\$2.100
Legal Fees and non-legal Advisory Fees		\$109.500
Design, Printing and Promotion Expenses		\$53,000
ASX, ASIC and Registry Fees		\$34,700
Incidental Expenses		\$5.000
	TOTAL	\$691.000

Of the above, \$549,000 will be paid out of the proceeds of this Offer.

9.16

STATEMENT OF EXPLORATION RESULTS

information in this Prospectus that relates to a statement of exploration results is based on information compiled by Dean Turnbull, a Director of Dart, Mr Turnbull is a member of the AIG and has sufficient experience relevant to the style of mineralisation and type of deposits ander consideration and to the activity undertaken. He is qualified as a "competent person" as defined in the 2004 Edition of the "Australasian Code for reporting of Mineral Resources and Ore Reserves", Mr Tumbull consents to the inclusion of this information in the form and context in which it appears in this Prospectus.

9.17

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the following documents is available for inspection during sormal office hours, free of charge, at the registered office of the Company, for 12 months after the date of this Prospectus.

• the Constitution of the Company:
• Material Contracts referred to an Section 9.8 of this Prospectus:
• the Consents referred to in Sections 9.13 and 9.16 of this Prospectus.

The Directors report that, in their opinion, since the date of the financial statements contained in Section 6, no circumstances have arisen that materially affect, or will materially affect, the profitability of the Company or the value of the Company's assets and liabilities, except as disclosed in this Prospectus.

The Directors have authorised the issue of this Prospectus and each Director has given, and not withdrawn, his consent to its lodgement with ASIC.

Dated - 14 March 2007

Signed for and on behalf of Dart Mining NL by:

.
Kabupaten

Christopher Bain Chairman

9.18

GLOSSARY OF TERMS USED IN THIS PROSPECTUS

TERM	DEFINITION
aig.	The Australian Institute of Geoscientists.
APPLICATION	An application for the allotment of Shares by the lodgement of a duly completed
	Application Form accompanied by the Application Moneys.
APPLICATION FORM	An application form attached to or accompanying this Prospectus.
APPLICATION MONEYS	The issue price of \$0.20 per Share maltiplied by the namber of Shares for which
	application is made.
ASIC.	Australian Securities and Investments Commission.
ASTC.	The settlement rules of ASX Settlement and Transfer Corporation Pty Limited
	ACN 008 504 532.
ASX.	ASX Limited ACN 008 624 693 operating as the Australian Securities Exchange.
ABBIMM.	Australian Institute of Mining and Metallurgy.
AICO.	Australian Institute of Company Directors.
BOARD.	The Board of Directors.
BONUS OPTION	As option granted to Shareholders on the basis of one Bonas Option for every two Shares held (roanded down) and listed on ASX.
CHESS	The Clearing House Electronic Subregister System operated by ASX.
CLOSING DATE	24 April 2007 as varied (if applicable) by the Company in consultation with the Lead
	Mariager and Broker.
CONSTRUTION	The Constitution of the Company.
CORPORATE ADVISOR.	Intersuisse Corporate Pty Ltd ACN 066 066 911
CORPORATIONS ACT DART OR COMPANY	The Corporations Act 2001 (Cth). Dart Mining NL ACN 119 904 880.
DIRECTORS	The directors of the Company.
DPE	Department of Primary Industries.
EL.	Exploration Licence.
Exposure Perfod	The period of 7 days after the date of lodgement of this Prospectus or such extended
	period as ASIC may require not exceeding 14 days.
GST.	GST has the meaning set out in the A New Tax System (Goods and Services Tax)
	Act 1999 (Cth).
JORC CODE	The 2004 Edition of the "Australasian Code for Reporting of Mineral Resources and
	Or Reserves" pubashed by the Joint Ore Reserves Committee of the Australian
	Institute of Mining and Metallurgy, the Australian institute of Geoscientists and the
	Minerals Council of Australia and being Appendix 5A of the Listing Rales.
LEAD MANAGER.	Intersuisse Limited ACN 002 918 247
and Broker
LISTING RULES	The listing rules of the ASX as amended from time to time.
OFFER	The public offering of 25,000,000 Shares at \$0.20 per Share pursuant to this Prospectus.
OFFICIAL LIST	The official list of entities that ASX has admitted and not removed.
OPENING DATE	28 March 2007 as varied (if applicable) by the Company in coasultation with the
	Lead Manager and Broker.
OPTION	The right to acquire a Share on payment of the exercise price, not being a Boras Option.
RECORD DATE	Means 5pm (Melbourne time) on the date specified by the Company as the date by
	reference to which the Company will identify the persons entitled to the benefit of a
	corporate action.
RESTRICTED SECURITIES SHARE REGISTRY	Securities of the Company restricted as required by ASX (see Sections 1.18 and 9.11). Link Market Services Limited ACN 083 214 537
SHARES
SHAREHOLDER	Fully paid ordinary shares in the capital of the Company. A holder of Shares.
TENEMENTS	in Victoria, EL4724 (Buckland) and EL4726 (Dart) and in New South Wales, E£6172
	(Tooma) or any of those tenements, as the context requires.
WORK PLAN	Has the meaning set out in the Mineral Resources (Sustainable Development)
	Act 1990 (Vic).

A reference to "Section" is to a Section of this Prospectus. References to "\$" are to Australian dollars, unless it is expressly noted to the contrary. Dollar amounts in the Prospectus are exclusive of GST, unless otherwis

		ACN 119 904 880	DART MINING NL					Broker Code			Adviser Code
	1894 70. YA 23					Application Form
	This is an Application Form for Shares in Dart Mining under the Public Offer on the terms set out in the Prospectus dated 14 March 2007. You may apply for a minimum of 10,000 Shares and multiples of 2,500 thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier). If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.
71	Number of Shares applied for (minimum 10,000 Shares, thereafter in multiples of 2,500 Shares).			эt	Offer Price per Share A\$0.20			B AS	I/We lodge full Application Money
I O4	PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant Surname/Company Name Title	First Name					Middle Name
	Joint Applicant #2 Sumame Title	First Name					Middle Name
	Designated account e.g. (or Joint Applicant #3) PLEASE COMPLETE ADDRESS DETAILS
	PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable) Unit Number/Level Suburb/City or Town	Street Number		Street Name					State		Postcode
	Email address (only for purpose of electronic communication of shareholder information)
E	CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here) Х Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares issued as a result of the Offer will be held on the issuer sponsored sub-register.
	Telephone Number where you can be contacted during business hours Cheques or bank drafts should be made payable to "Dart Mining Share Offer" in Australian currency and crossed "Not Negotiable".							Contact Name (PRINT)
lC)	Cheque or bank draft Number LODGEMENT INSTRUCTIONS You must return your application so it is received before 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier) to: MELBOURNE: Intersuisse Limited, Dart Mining Share Offer, Level 37, 530 Collins Street, Melbourne, VIC 3000; or SYDNEY: Intersuisse Limited, Dart Mining Share Offer, Level 7, 5 Elizabeth Street, Sydney, NSW 2000.			BSB				Account Number				DO O ⋇

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$\mathbb{R}^n$ . The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of

DTM IPO001

......................................

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The shares to which this Application Form relates are Dart Mining NL Shares. Further details about the Shares are contained in the Prospectus dated 14 March 2007 issued by Dart Mining. The Prospectus will expire on 13 April 2008. While the Prospectus is current. Dart Mining will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access. by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus.

The Prospectus contains Important Information about investing in the shares. You should read the Prospectus before applying for Shares.

• Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 and thereafter in multiples of 2,500 Shares. You may be issued all of the shares applied for, or a lesser number.
• Þ. Insert the relevant amount of application moneys. To calculate your application moneys, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque(s) equals this amount.
• Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to threejoint applicants may register. The table below shows the correct registrable title.

• Please enter your postal address for all correspondence. All D communications to you from Dart Mining Share Registry will be mailed to the person(s) and address as shown. For joint applicants only one address can be entered.

• E If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here.

• t. Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your application.
• G Please complete cheque details and make it payable to Dart Mining Share Offer as follows:
• . Make your cheques payable to "Dart Mining Share Offer" in Australian dollars and cross it "Not Negotiable". Your cheque must be drawn on a branch of an Australian Bank
• * The amount should agree with the amount shown in Section B.
• · Sufficient cleared funds should be held in your account, as cheques refurned unpaid are likely to result in your application being relected.
• · Pin (do not staple) your cheque(s) to the Application Form where indicated.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier) at:

Melbourne Dart Mining Share Offer Intersuisse Limited Level 37, 530 Collins Street MELBOURNE VIC 3000

Sydney Dart Mining Share Offer Intersusse Limited Level 7, 5 Elizabeth Street SYDNEY NSW 2000

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

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

Type of investor	Correct Form of Registration	Incorrect Form of Registration
Individual Use given names in full, not initials	Mrs Katherine Clare Edwards.	K C Edwards
Company Use Company's full title, not abbreviations.	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
ITIK'S Use the trusteets personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post 0ľ. Harold Post Deceased
Minor (a person under the age of 18 years). Use the name of a responsible adult with an appropriate designation.	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners' personal names.	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fied Smith & Sun
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Lise office bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

DART MINING NL ACN 119 904 880

Application Form

Broker Code

Adviser Code

I

This is an Application Form for Shares in Dart Mining under the Public Offer on the terms set out in the Prospectus dated 14 March 2007. You
may apply for a minimum of 10,000 Shares and multiples of 2,500 thereafter. This received by 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier).

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.

Number of Shares applied for									Offer Price per Share				I/We lodge full Application Money
							at.		A\$0.20			EXAS
(minimum 10,000 Shares, thereafter in multiples of 2,500 Shares).
Applicant												PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names)
Surname/Company Name
Title			Hist Name								Middle Name
Joint Applicant #2 Sumame
Title			First Name								Middle Name
Designated account e.g. (or Joint Applicant #3)
PLEASE COMPLETE ADDRESS DETAILS
PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)
Unit Number/Level					Street Number		Street Name
Suburb/City or Town														State			Postcode
Email address (only for purpose of electronic communication of shareholder information)
												CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)
X
												Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares
issued as a result of the Offer will be held on the issuer sponsored sub-register.
Telephone Number where you can be contacted during business hours												Contact Name (PRINT)
												Cheques or bank drafts should be made payable to "Dart Mining Share Offer" in Australian currency and crossed "Not Negotiable".
Cheque or bank draft Number							BSB					Account Number
LODGEMENT INSTRUCTIONS
												You must return your application so it is received before 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier) to:
												MELBOURNE: Intersuisse Limited, Dart Mining Share Offer, Level 37, 530 Collins Street, Melbourne, VIC 3000; or SYDNEY: Intersuisse Limited, Dart Mining Share Offer, Level 7, 5 Elizabeth Street, Sydney, NSW 2000.

DTMEROMM

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The shares to which this Application Form relates are Dart Mining NL Shares. Further details about the Shares are contained in the Prospectus dated 14 March 2007 issued by Dart Mining. The Prospectus will expire on 13 April 2008. While the Prospectus is current. Dart Mining will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access. by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus.

The Prospectus contains Important Information about investing in the shares. You should read the Prospectus before applying for Shares.

• Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 and thereafter in multiples of 2,500 Shares. You may be issued all of the shares applied for, or a lesser number
• ТP. Insert the relevant amount of application moneys. To calculate your application moneys, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque(s) equals this amount.
• Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint applicants may register. The table below shows the correct registrable title.

• Please enter your postal address for all correspondence. All D. communications to you from Dart Mining Share Registry will be mailed to the person(s) and address as shown. For joint applicants only one address can be entered.

• E If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here.

• F. Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your application.
• Ġ Please complete cheque details and make it payable to Dart Mining Share Offer as follows:
• · Make your cheques payable to 'Dart Mining Share Offer' in Australian dollars and cross it "Not Negotiable". Your cheque must be drawn on a branch of an Australian Bank
• . The amount should agree with the amount shown in Section B.
• · Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your application being rejected.
• Pin (do not staple) your cheque(s) to the Application Form where Indicated.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier) at:

Melbourne
Dart Mining Share Offer
ntersuisse Limited
Level 37, 530 Collins Street
MELROLIRNE MA SOOD

Sydney Dart Mining Share Offer Intersuisse Limited Level 7, 5 Elizabeth Street SYDNEY NSW 2000

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

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

Type of investor	Correct Form of Registration	Incorrect Form of Registration
Individual Use given names in full, not initials	Mrs Kathenne Clare Edwards	K.C. Enwards
Company Use Company's full title, not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trusteets) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Sophia Gamet Post & Mr Alexander Traverse Post	Estate of late Harold Post Ùľ Harold Post Deceased
Minor (a person under the age of 18 years). Lise the name of a responsible adult with an appropriate designation.	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners' personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

This is an Application Form for Shares in Dart Mining under the Public Offer on the terms set out in the Prospectus dated 14 March 2007. You may apply for a minimum of 10,000 Shares and multiples of 2,500 thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier).
If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.
Number of Shares applied for	at	Offer Price per Share A\$0.20		B AS		I/We lodge full Application Money
(minimum 10,000 Shares, thereafter in multiples of 2,500 Shares).
PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant Surname/Company Name
Tirst Name Title			Middle Name
Joint Applicant #2
Surname First Name Title	169100000000000000000000000000000000000		Middle Name
Designated account e.g. (or Joint Applicant #3)
PLEASE COMPLETE ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)
Unit Number/Level	Street Number	Street Name
Suburb/City or Town					State		Postcode
Email address (only for purpose of electronic communication of shareholder information)
CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)
Х Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares
issued as a result of the Offer will be held on the issuer sponsored sub-register. Telephone Number where you can be contacted during business hours				Contact Name (PRINT)
Cheques or bank drafts should be made payable to "Dart Mining Share Offer" in Australian currency and crossed "Not Negotiable".
Cheque or bank draft Number	BSB			Account Number

a ka ka ka ka ka ka ka ka ka ka ka ka ka

DTM IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The shares to which this Application Form relates are Dart Mining NL Shares. Further details about the Shares are contained in the Prospectus dated 14 March 2007 issued by Dart Mining. The Prospectus will expire on 13 April 2008. While the Prospectus is current. Dart Mining will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access. by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus.

The Prospectus contains Important Information about investing in the shares. You should read the Prospectus before applying for Shares.

• Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 and thereafter in multiples of 2,500 Shares. You may be issued all of the shares applied for, or a lesser number.
• Þ. Insert the relevant amount of application moneys. To calculate your application moneys, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque(s) equals this amount.
• Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to threejoint applicants may register. The table below shows the correct registrable title.

• Please enter your postal address for all correspondence. All D communications to you from Dart Mining Share Registry will be mailed to the person(s) and address as shown. For joint applicants only one address can be entered.

• E If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here.

• t. Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your application.
• G Please complete cheque details and make it payable to Dart Mining Share Offer as follows:
• . Make your cheques payable to "Dart Mining Share Offer" in Australian dollars and cross it "Not Negotiable". Your cheque must be drawn on a branch of an Australian Bank
• * The amount should agree with the amount shown in Section B.
• · Sufficient cleared funds should be held in your account, as cheques refurned unpaid are likely to result in your application being relected.
• · Pin (do not staple) your cheque(s) to the Application Form where indicated.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm (Melbourne time) on 24 April 2007 (unless closed earlier) at:

Melbourne Dart Mining Share Offer Intersuisse Limited Level 37, 530 Collins Street MELBOURNE VIC 3000

Sydney Dart Mining Share Offer Intersusse Limited Level 7, 5 Elizabeth Street SYDNEY NSW 2000

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

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

Type of investor	Correct Form of Registration	Incorrect Form of Registration
Individual Use given names in full, not initials	Mrs Katherine Clare Edwards.	K C Edwards
Company Use Company's full title, not abbreviations.	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
ITIK'S Use the trusteets personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post 0ľ. Harold Post Deceased
Minor (a person under the age of 18 years). Use the name of a responsible adult with an appropriate designation.	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners' personal names.	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fied Smith & Sun
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Lise office bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

REGISTERED OFFICE

DART MINING NE Level 3, 15 Queen Street Melbourne VIC 3000 telephone: +613 9621 1322 facsimile: +613 9621 1544 email: info@dartmining.com.au website: www.dartmining.com.au

DIRECTORS

CHRISTOPHER JOHN BAIN Chairman and Non-executive Director BERNHARD RUPERT HOCHWIMMER Executive Director, Manager Geology DEAN GEORGE TURNBULL Executive Director, Manager Exploration STEPHEN GARRY POKE Non-executive Director RICHARD GLENN UDOVENYA Non-executive Director

CHIEF EXECUTIVE OFFICER JOHN EDWARD QUAYLE

COMPANY SECRETARY JOHN EDWARD QUAYLE

ASX CODE DTM*

FINANCIAL ADVISOR

INVESTOR RESOURCES FINANCE PTY LTD Level 3, 15 Oueen Street Melbourne VIC 3000

LAWYERS TO THE COMPANY RESOURCESLAW INTERNATIONAL Level 10, 30 Collins Street Melbourne VIC 3000

INDEPENDENT GEOLOGIST AUSTRALIAN GEOSCIENTISTS PTY LTD 253 Rafting Ground Road Brookfield OLD 4069

INVESTIGATING ACCOUNTANT AND AUDITOR DELOITTE TOUCHE TOHMATSU 180 Lonsdale Street Melbourne VIC 3000

TENEMENT CONSULTANT (NSW) HETHERINGTON EXPLORATION & MINING TITLE SERVICES PTY LTD 1st Floor, 503 Willoughby Road Willoughby NSW 2068

CORPORATE DIRECTORY

CORPORATE ADVISOR

INTERSUISSE CORPORATE PTY LTD Level 37, 530 Collins Street Melbourne VIC 3000

LEAD MANAGER AND BROKER

INTERSUISSE LIMITED AFSL 246827 Melbourne Level 37, 530 Collins Street Melbourne VIC 3000 telephone: +613 9629 8288

INTERSUISSE LIMITED AFSL 246827

Sydney Level 7, 5 Elizabeth Street Sydney NSW 2000 telephone: +612 9233 2100 website: www.intersuisse.com.au email: dart@intersuisse.com.au

SHARE REGISTRY

LINK MARKET SERVICES LIMITED Level 9, 333 Collins Street Melbourne VIC 3000

*The Company has reserved the ASX listing code of DTM. At the date of this Prospectus the Company is not listed on ASX and this code has not yet been allocated to the Company.

DARTMININGNE PROSPECTUS