DEVELOP GLOBAL LIMITED — Capital/Financing Update 2007

Jul 31, 2007

JUTT HOLDINGS LIMITED ABN 28 122 180 205

RIGHTS ISSUE PROSPECTUS

A non-renounceable rights issue of 4 Options for every 5 Shares held at an issue price of 1 cent each

This rights issue is underwritten.

Important Notice

This Prospectus is dated 1 August 2007 . A copy of this Prospectus was lodged with ASIC on 1 August 2007.

ASIC and ASX and their respective officers take no responsibility for the contents of this Prospectus. The expiry date of this Prospectus is 30 September 2008. No Shares will be allotted or transferred on the basis of this Prospectus later than 13 months from the date of this Prospectus.

This Prospectus provides information for investors to decide if they wish to invest in the Company and should be read in its entirety. If you have any questions about the desirability of, or procedure for, investing in the Company, please contact your stockbroker, accountant or independent financial adviser. The Shares offered under this Prospectus carry no guarantee whatsoever with respect to return of capital investment, payment of dividends or future value.

All financial amounts shown in this Prospectus are expressed in Australian dollars and exclusive of GST unless otherwise indicated.

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Contents

1	Further details of the Rights Issue	4
2	Tenement Summary	6
3	Risk Factors	8
4	Additional Information	9

Indicative Timetable

2 August 2007 Lodgement of Prospectus at ASIC and ASX; lodgement of Appendix 3B at ASX 3 August 2007 Despatch of Notice to shareholders containing the information in Appendix 3B 7 August 2007 Securities quoted on ‘ex’ basis 13 August 2007 Record Date for determining Entitlements under the Rights Issue 17 August 2007 Despatch of Prospectus to shareholders and announce despatch to ASX 31 August 2007 Closing Date for acceptances of entitlement to Options 3 September 2007 Securities quoted on a deferred settlement basis 5 September 2007 Notify ASX of under subscriptions 10 September 2007 Despatch Date

These dates are indicative only and may be subject to change. Subject to the Corporations Act, the Listing Rules and other applicable laws, the Directors reserve the right to vary the dates, including to extend the Rights Issue or accept late applications (either generally or in particular cases), without prior notice. You are encouraged to submit your Entitlement and Acceptance Form as soon as possible. The commencement of trading in the Options is subject to ASX confirmation.

Contacting Us

ALL INVESTOR ENQUIRIES SHOULD BE DIRECTED TO JUTT HOLDINGS LIMITED INVESTOR ENQUIRIES: 03 9824 5254 EMAIL: admin@juttholdings.com WEBSITE: www.juttholdings.com

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CHAIRMAN’S LETTER

Dear Shareholders,

By way of this prospectus Jutt Holdings Limited ("Jutt Holdings" or "the Company") invites you to participate in this four for five non-renounceable entitlements issue of options.

Jutt Holdings has recently entered into an agreement to acquire an option over an initial 60% of the TayMunglinup tenements near Ravensthorpe in WA. These tenements cover a recently identified greenstone belt that Jutt believes is part of the same complex as the Ravensthorpe greenstone belt.

This area is very lightly explored and Jutt will initially conduct a helicopter borne survey over what it believes are the most prospective areas of the tenements. It is anticipated that the information gained from the data will better define areas that may be suitable for drilling.

Jutt continues to make progress on its other tenements and is working towards drilling at its Range and Turtle prospects in the Onslow Project. It is also working towards starting on ground exploration at its Liberty-Indee project.

The board of Jutt encourages you to take up your entitlements pursuant to this issue and looks forward to your continued participation in Jutt’s future.

Yours faithfully

==> picture [177 x 48] intentionally omitted <==

Charles W. Morgan Chairman

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1. SUMMARY OF THE RIGHTS ISSUE

The Rights Issue

Jutt Holdings Limited ACN 122 180 205 ("the Company") offers its Shareholders, as recorded on the share registry on the Record Date, the right to participate in a non-renounceable rights issue of 4 Options for every 5 Shares held at an issue price of one cent per Option. Each Option has an exercise price of twenty cents each and expires on 31 July 2009 (“the Rights Issue”).

The Rights Issue is non-renounceable. This means the right of each shareholder to subscribe for his or her entitlement pursuant to the Rights Issue may not be transferred to another person. In the calculation of any entitlement, fractions will be rounded down to the nearest whole number.

Capital Structure

	Full
	Subscription
Shares currently on issue	43,480,297
Existing options currently on issue	1,957,148
Maximum Number of new Options to be issued if all existing options are exercised before the Record Date	36,349,956

Upon exercise of Options acquired under the Rights Issue, the percentage shareholding in the Company of Shareholders who do not take up all of their rights and exercise them will be diluted, unless they otherwise purchase Shares on ASX. Shareholders who take up all of their rights and exercise them will not have their percentage shareholding in Jutt Holdings Limited diluted by reason of the Rights Issue if and when options are exercised.

New Tenements

As announced to the market on 21 June 2007 the Company has acquired an option to take up an initial 60% interest in the Tay-Munglinup Tenements, covering approximately 540 square kilometres and 120km strike length over a prospective greenstone belt near Ravensthorpe, Western Australia. Further information in respect of the Tay-Munglinup Tenements is set out in Section 2. The Company has entered into an arrangement with Geoforce Pty Ltd ("Geoforce") pursuant to which Geoforce will carry out a helicopter borne survey over the Tay-Munglinup Tenements.

Purpose of the Offer

The purpose of the Rights Issue is to raise funds for initial exploration on the Tay-Munglinup Tenements.

Funds Raised

If all shareholders take up their entitlement to existing options, the offer will raise $363,499.56 before costs of the issue. The costs of the issue will be approximately $20,000.

Use of Funds

The funds raised by the offer will be applied to the Company’s initial helicopter borne survey of the TayMunglinup Tenements. The use of the money arising from the exercise of the options will be evaluated at the time of exercise and against the economic conditions and opportunities at that time.

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Underwriting

Pursuant to an underwriting agreement with Findlay & Co Stockbrokers (Underwriters) Pty Ltd (ABN 38 078 379 683) (“the Underwriter”) will fully underwrite the Rights Issue and in doing so it has agreed to acquire the difference between 36,349,956 Options and the number of Options applied for by Shareholders. The Underwriter is the holder of Australian Financial Services License Number 247089. The underwriting fee is $10,000 plus GST.

In the event that not all of the options are subscribed for pursuant to the Rights Issue the Underwriter is obliged, within three business days of being notified by the Company, to subscribed for the shortfall.

Either the Underwriter or the Company may terminate its obligations under the arrangement by notice to the other party on or before the allotment of all the Options one of the following events occurs:

• There is a breach of any obligation and such breach is not rectified within 7 days of the party not in default giving notice of the breach to the defaulting party;

• If the S&P/ASX 200 Share Price Index is, at anytime at the close of normal trading 10% or more below its level as at the close of trading on 31 July 2007;

• If the price of gold on the London Metals Exchange is, at anytime at the close of normal trading, 5% or more below its level at the close of trading on 31 July 2007.

At the date of this Prospectus the Underwriter holds a relevant interest in a total of 500,000 ordinary shares in the issued capital of the Company, being 1.15% of the voting power in the Company. If all of the current options are exercised, and none of the entitlements to Options under this Prospectus are accepted, the Underwriters voting power in the Company will increase to 46.16% upon exercise of the Options it acquires under the underwriting agreement.

Minimum Subscription

There is no minimum subscription.

Summary of Specific Risks

The future performance of the Company and the Shares offered under this Prospectus may be influenced by the following specific risks:

• Exploration risks;

• Native title risks including access to the Tenements;

• Risks associated with legislative changes, government policy and approvals; and

• Funding risks.

Further details in respect of risk factors are set out in Section 3.

Choices Available

Shareholders may either:

• exercise their rights to participate in the Rights Issue in part or in full; or

• take no action under this Rights Issue.

All acceptances for Options offered under this Prospectus must be made on the personalised Entitlement and Acceptance Form accompanying this Prospectus in accordance with instructions set out in the form.

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Cheques, money orders or bank drafts should be made payable to "Jutt Holdings Limited Trust Account" and crossed "Not Negotiable". All payments must be in Australian currency. The amount payable on application will be deemed not to have been received until the Company’s receipt of clear funds. Instructions on how to complete the Entitlement and Acceptance Form are detailed on the reverse side of the form.

Completed Entitlement and Acceptance Forms with the application monies may be mailed to the postal address, or delivered by hand to the delivery address, set out below:

POSTAL DELIVERY Security Transfer Registrars Pty Ltd PO Box 535 Applecross Western Australia 6953

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

All acceptances must be received by 5 pm Western Standard Time on 31 August 2007 being the Closing Date of the Rights Issue.

The Directors may at their discretion, issue Options in response to Entitlement and Acceptance Forms received after the above date and time, but are under no obligation to do so.

Allotments

The Directors will issue the Options as soon as possible after the Closing Date.

ASX Quotation

Application for Official Quotation of the Options by ASX will be made by the Company within seven days of the date of this Prospectus. Application for Official Quotation of Shares allotted and issued as a result of the exercise Options issue under this Prospectus will be made within seven business days of exercise.

If the Options are not admitted to Official quotation within three months after the date of this Prospectus, or such longer period as the Corporations Act permits, none of the Options offered by this Prospectus will be granted. In that circumstance, all applications will be dealt with in accordance with section 724 of the Corporations Act.

2. TENEMENT SUMMARY

The Tay-Munglinup Tenements in respect of which the Company has acquired an option to take up an initial 60% interest in may be summarised in the following table. Details of the option that the Company has acquired to take up this interest are summarised below.

Tenement	Registered Holder	Date of Grant	Date of Expiry	Blocks	Annual Expenditure
E74/310	Paul Askins and Golden Archer Resources Pty Ltd	24 January 2006	23 January 2011	70	$70,000
E74/317	Paul Askins and James Stewart	11 August 2006	10 August 2011	70	$70,000
E74/318	Paul Askins and James Stewart	25 August 2006	24 August 2011	62	$62,000

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An exploration licence in Western Australia remains in force for up to five years from the date of grant. Subject to any conditions imposed on the grant of licence, the holder of an exploration licence is permitted to carry out exploratory activities and is required to meet annual expenditure commitments. Failure to meet such requirements may result in forfeiture of the licence. The general conditions that the Company must adhere to include the capping of any drill holes, the rehabilitation of any disturbances to the land, the removal of any rubbish or equipment at the end of an exploration program and approval from the Department of Industry and resources before any mechanised equipment is used for surface disturbance.

In relation to E74/317 and E74/318 consent must be obtained from the Department of Industry and Resources before mining on any designated reserves and land covered by native vegetation. The Company cannot guarantee that consent will be given.

Subject to the Mining Act and receipt of Ministerial consent, the holder of an exploration licence may apply for a mining lease over the land the subject of the exploration licence. A mining lease is valid for up to 21 years from the date of grant and may be reviewed for a further 21 years.

Native title describes the rights and interests of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs, that are recognised under Australian law. The Tenements are affected by native title claims of the Esperance Nyungers (WC96/064) and the Ngadju (WC99/02).

The Directors have not undertaken the considerable research that would be required to determine the likelihood that existing claims may be successful, or the possibility of any further native title claims being made in the future. The Company cannot guarantee that a native title determination will not impact upon the Tenements. Compensatory obligations may be necessary in settling native title claims or in gaining access to conduct its current activities as native title and Aboriginal cultural heritage issues may affect the Company’s ability to gain access to its Tenements.

Askins and Golden Archer have entered into a Regional Standard Heritage Agreement ("Heritage Agreement") with the Goldfields Land and Sea Council on behalf of the Esperance Nyungars. The Heritage Agreement sets out a procedure for the completion of a survey report in relation to applications applied for by Askins and Golden Archer giving recommendations for the protection of any Aboriginal sites of significance. Furthermore, the Company has not sighted an access and clearance agreement in respect of E74/317 and E74/318, and as such, the Company is unable to state that access and clearance arrangements exist at all.

The Aboriginal Heritage Act (WA) applies in relation to the protection of places and objects, which may be of importance and significance to people of Aboriginal descent in Western Australia. In particular it applies to places and objects that may have sacred, ceremonial and ritual significance. Such sites must be reported and registered and may be declared protected areas. It is an offence for anyone to excavate, destroy, damage, conceal, alter, or deal in any way with an Aboriginal site or object, and to take possession of and/or deal with any object under or on an Aboriginal site. The Aboriginal and Torres Strait Islanders Heritage Protection Act 1984 (Cth) requires the Company to protect from injury or desecration significant Aboriginal areas on objects. The Company intends to comply with its obligations under these Acts and as a result, despite the Heritage Agreement, the Company cannot guarantee clearance in respect of its future exploration activities.

Novation of Tay-Munglinup Option (Deed of Novation)

Pursuant to a Deed between Mr Paul Askins, Mr James Stewart and Golden Archer Pty Ltd ("the Vendors") and Minemakers Australia NL ("Minemakers") the Company acquired an option to take up an interest in the Tay-Munglinup Tenements. The purchase price is $500,000 of which the Company will be required to pay $375,000 and Minemakers the balance. A payment of $150,000 will be made on the first anniversary of the listing of Minemakers, namely 10 October 2007, half of which will be paid by Minemakers and half by Jutt. On each subsequent anniversary, namely 10 October of each year after 2007, a payment of $200,000 will be due. Jutt will be required to pay 75% ($150,000) of these subsequent repayments and Minemakers the balance. Half of the total of these payments will be deduced from the purchase price. These payments will

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continue until the earlier of the Option being exercised or the full purchase price being repaid. The issue of Company shares to Mr. Askins, Mr. Stewart and Golden Archer Pty Ltd will satisfy any of these payments. The share price will be based on a volume-weighted average in the lead up to completion.

Before the option is exercised the Company is required to meet the minimum expenditure requirements and pay any of the fees or costs associated with the Tay-Munglinup Tenements. Minemakers will make a contribution in respect of 25% of these expenses.

Upon exercise of the option the Vendors will transfer an 80% interest in the Tay-Munglinup Tenements, 60% of which will be transferred to the Company and 20% of which will be transferred to Minemakers. The Company and Minemakers are given a first right of refusal should the Vendors wish to sell their remaining 20% interest in the Tay-Munglinup Tenements. If the Company and Minemakers do not exercise this first right of refusal then the Vendors may sell their remaining 20% to a third party on terms no more favourable.

In consideration of the option the Company agreed to allot Minemakers or its nominee 400,000 ordinary shares and 300,000 options (each to acquire one share in the issued capital of the Company).

The Company is required to pay any stamp duty in respect of the Deed.

3. RISK FACTORS

Specific Risks

The future performance of the Company and the Shares offered under this Prospectus may be influenced by the following specific risks. These specific risks are also outlined at the beginning of this Prospectus.

Exploration

There is no guarantee that exploration activities will identify mineral resources that will be of economic benefit to the Company.

Native title

The Tenements are affected by the native title claims of the Esperance Nyungers (WC96/064) and the Ngadju (WC99/02). The Company cannot guarantee that a native title determination will not impact upon the Tenements. Compensatory obligations may be necessary in settling native title claims or in gaining access to conduct its current activities as native title and Aboriginal cultural heritage issues may affect the Company’s ability to gain access to its Tenements. Furthermore, the Company cannot guarantee that it will enter into access or clearance arrangements in respect of E74/317 and E74/318 within a reasonable period of time or at all.

Legislative changes, Government policy and approvals

Changes in government regulations and policies may adversely affect the financial performance of the Company. For example, any increased rentals under the Mining Act may impact on the Company’s actual financial statements. The Company’s capacity to explore and mine, in particular the Company’ ability to explore and mine any reserves, may be affected by changes in government policy, which are beyond the control of the Company.

Funding Risks

The Company is only raising sufficient funds to carry out the proposed exploration on the Tay-Munglinup Tenements described at the beginning of this Prospectus in the first year of its exploration program. The Company cannot guarantee that it, or Minemakers, will have sufficient funding to meet annual expenditure requirements in relation to the Tay-Munglinup Tenements in the second year of its exploration program. If, based on the results of the helicopter borne survey, the Company exercises the option described above, the Company cannot guarantee that it, or Minemakers, will have the funds required to complete the acquisition of the Tay-Munglinup Tenements as described in this Prospectus.

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General Risks

In addition to the above risks, the future performance of the Company and the Shares offered under this Prospectus may be influenced by the following general risks.

Economic climate

Changes in the general economic climate in which the Company operates may adversely affect the exploration activities of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation and other economic factors, such as the cost of production and general global economic conditions. In particular, the price of commodities and level of activity within the mineral and resources sector together with market fluctuations will also be of particular relevance to the Company.

Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the anticipated budgets of the Company may be adversely affected.

Operation and development risks

By its nature, the business of exploration, mineral development and production is subject to a variety of risks which are beyond the control of the Company. These risks may adversely impact the Company’s activities and include, but are not limited to, force majeure events such as adverse weather, industrial accidents, technical failures, labour disputes, acts of terrorism, earthquake, fire and explosion. However, the Company anticipates that upon completion of the capital raising and upon commencement of its activities described in this Prospectus the Company will take out such insurance as and when necessary in an endeavour to minimise these risks.

Environmental risks

The Company’s operations and projects are subject to State and Federal laws and regulations regarding environmental hazards. The Company’s activities are expected to have an impact on the environment. Whilst the Company intends to conduct its activities in an environmentally responsible manner, in accordance with applicable laws and regulations, there can be no guarantee that it will comply as the cost and complexity of compliance may prevent it from doing so.

Reliance on key personnel

In formulating and implementing its exploration programs, the Company relies to a significant extent upon the experience and expertise of key personnel. Although information concerning the Company and the TayMunglinup Tenements has been chronicled, the loss of one or more of these key personnel may adversely affect the Company’s prospects of pursuing its activities.

4. ADDITIONAL INFORMATION

Company

Jutt Holdings Limited ("the Company") was incorporated on 13 October 2006 and admitted to the Official List of ASX Limited on 26 April 2007.

Continuous Disclosure Obligations

The Company has issued this Prospectus in accordance with the provisions of the Corporations Act 2001 (“the Corporations Act”) applicable to a prospectus for continuously quoted securities.

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Section 713 of the Corporations Act enables a company to issue a special prospectus where the securities offered under the prospectus are continuously quoted securities within the meaning of the Corporations Act to acquire continuously quoted securities. This generally means that the relevant securities are in a class of securities that were quoted enhanced disclosure securities at all times during the 3 months before the date of this Prospectus and, as such, the issuing company was subject to the continuous disclosure regime provided for under the Corporations Act and the rules of a recognised stock exchange.

Since its admission to the Official List of ASX on 26 April 2007 Jutt Holding's securities have been continuously quoted securities within the meaning of the Corporations Act.

Special prospectuses are required to contain information in relation to the effect of the Rights Issue of securities on the Company and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Jutt Holding's believes that other than as disclosed above, it has complied with the general and specific requirements of ASX when and as applicable from time to time from 26 April 2007 to before the date of this Prospectus which require notification of information about specified events or matters as they arise for the purpose of making that information available to the stock market conducted by ASX. For the purpose of satisfying Section 713(5) of the Corporations Act 2001 a prospectus must also incorporate information concerning an Rights Issue if such information:

• (a) has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (b) is information that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profit and losses and prospects of the body; and

• (ii) the rights and liabilities attaching to the securities being offered.

The prospectus must contain this information only to the extent to which it is reasonable for investors and their professional advisors to expect to find such information in the prospectus.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations; and

• (b) copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, the offices of ASIC; and

Given that the Company is a disclosing entity it may be required to release information to the market during the period between the date of this Prospectus and the Closing Date. Prospective investors are advised to refer to the ASX’s website at www.asx.com.au for updated releases about specified events or matters affecting the Company.

The Company has made the following announcements (continuous disclosure notices) to ASX since it was administered to the Official List of the ASX on 26 April 2007.

Date	Headline
30/07/2007	Quarterly Financial Report
23/07/2007	Non-Renounceable Issue
19/07/2007	Release of Shares from escrow and Appendix 3B

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04/07/2007	Release of shares from escrow
29/06/2007	Appendix 3B
21/06/2007	Pro-Rata Entitlements Issue
21/06/2007	MAKs' ann: Tay-Munglinup Nickel Project Farmout
21/06/2007	To Explore for Nickel Near Ravensthorpe
08/05/2007	Evelyn and Quarmby Exploratory Results
08/05/2007	Becoming a substantial holder
30/04/2007	Initial Director's Interest Notice x3
30/04/2007	Becoming a substantial holder x2
27/04/2007	Becoming a substantial holder
26/04/2007	Schedule of Restricted Shares and Options
26/04/2007	Statement of Commitments
26/04/2007	Consolidated Pro-forma Balance Sheet
26/04/2007	Terms & Conditions of Unlisted Options
26/04/2007	Top 20 shareholders
26/04/2007	Completion of Agreements
26/04/2007	Constitution
26/04/2007	Corporate Governance
26/04/2007	Appendix 1A - ASX Listing application & agreement
26/04/2007	Distribution Schedule
26/04/2007	ASX Circular: Commencement of Official Quotation
26/04/2007	Pr-Quotation Disclosure
26/04/2007	Admission to Official List

The Company has only recently listed and consequently is yet to lodge either an annual financial report or half-year financial report with ASIC. On 30 July 2007, the Company lodged its Quarterly Report for the period ending 30 June 2007. Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

Overseas Shareholders

This Prospectus and the accompanying Entitlement and Acceptance Form do not constitute a Rights Issue in any jurisdiction in which, or to any persons to whom, it would not be lawful to make such a Rights Issue.

Shareholders holding Shares on behalf of persons who are resident overseas (except in New Zealand) are responsible for ensuring that taking up Rights under the Rights Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form or payment will be taken by the Company to constitute a representation that there has been no breach of such regulations. Shareholders who are nominees are therefore advised to seek independent advice as to how

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they should proceed. The Rights Issue has not been, and will not be, registered under the US Securities Act and has not been made in the United States or to persons resident in the United States.

Rights attaching to Shares

The rights attaching to the Shares are set out in the Company’s Constitution. The Constitution is in a form common to public companies in Australia. The current Constitution was lodged with ASIC on 13 October 2006 and is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of the Constitution to any person who requests a copy of it during the Offer period of this Prospectus, free of charge.

Rights Attaching to Options

The terms of the Options are as follows.

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The Options expire on 31 July 2009 .

• (c) The Share allotted on exercise of an Option shall be issued at the exercise price of 20 cents per share.

• (d) The issue price of a Share the subject of an Option shall be payable in full on exercise of the Option by the Eligible Person (or, if applicable, their nominee).

• (e) The Options shall not be capable of assignment.

• (f) The Company will apply for official quotation on ASX of the Options.

• (g) Options shall be exercisable by the delivery to the registered office of Jutt Holdings of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to Jutt Holdings for the subscription price for the Shares.

• (h) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate.

• (i) Jutt Holdings shall allot the resultant Share and deliver notification of share holdings within five business days of the exercise of an Option.

• (j) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of Jutt Holdings in all respects.

• (k) Jutt Holdings shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.

• (l) The Option holder will be permitted to participate in any new pro-rata issue of securities of Jutt Holdings subject to the prior exercise of the Options, in which case the Option holder will be notified by Jutt Holdings of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.

• (m) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of Jutt Holdings, the rights of an option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

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Directors’ Interests

The Directors of the Company or their associates have a beneficial interest in the following Shares and options in the Company at the date of this Prospectus.

Director	Shares Direct	Indirect*	Options Direct	Indirect*
Mr. Charles W. Morgan	Nil	1,500,000	Nil	Nil
Mr. Cyril Geach	400,000	100,000	500,000	50,000
Mr Ayaz Khan	4,485,001	Nil	Nil	Nil

• Indirect holdings held by associates of the Directors

Participation by Directors in Rights Issue

The Directors are entitled to participate in the Rights Issue without the need for Shareholder approval though they are not obliged to. If the Directors each participate to the maximum extent permissible then their respective interests will increase and upon issue of the Options they will have the following holdings (assuming that they do not exercise any of their Options):

Director	Shares Direct Indirect*	Shares Direct Indirect*	Options Direct Indirect*	Options Direct Indirect*
Mr. Charles W. Morgan	Nil	1,500,000	1,200,000	Nil
Mr. Cyril Geach	400,000	100,000	400,000	Nil
Mr Ayaz Khan	4,485,001	Nil	3,588,001	Nil

• Indirect holdings held by associates of the Directors

Other than set out above or elsewhere in this Prospectus:

• No Director of the Company and no firm in which a Director of the Company is or was at the relevant time a partner, has or has had in the two years before lodgement of this Prospectus, any interest in the promotion of, or in any property proposed to be acquired by the Company.

• No amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Director of the Company (or to any firm in which he is or was a partner) either to induce him to become, or to qualify him as a Director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the Company.

• At the date of the Prospectus the Directors and/or their associates do not have any securities that are the subject of any escrow provisions.

Interests of Advisers

Except as set out elsewhere in this Prospectus, no person named in this Prospectus as performing a

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function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoter or stockbroker to the Company or an Underwriter has, or had within two years before lodgement of this Prospectus with ASX any interest in:

• the formation or promotion of the Company;

• property acquired or proposed to be acquired by the Company in connection with its formation, promotion or the Rights Issue; or

• the Rights Issue;

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

Oakley Thompson & Co. Pty Ltd has provided the Company legal advice in relation to the Rights Issue. Oakley Thompson & Co. Pty Ltd will be paid approximately $15,000 (exclusive of GST) for their services to the Company in connection with the Rights Issue.

Directors

The Company Constitution provides that the Directors are entitled to remuneration out of the funds of the Company as determined by the Directors but the remuneration of the non-executive Directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution of their duties as Directors. Where the Company requests these Directors or their related entities to perform annual services outside the normal scope of their duties as Directors, further amounts may be paid at ordinary commercial rates for such services.

Details of Directors' remuneration and entitlements are summarised below:

• Mr. Charles Morgan: $60,000 per annum

• Mr. Ayaz Khan: $160,000 per annum

• Mr. Cyril Geach: $200,000 per annum

• Mr Geach has also been issued with 400,000 Shares and 500,000 options as part of his remuneration.

Consents

Oakley Thompson & Co Pty Ltd has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in the Prospectus as the Share Registry. Oakley Thompson & Co Pty Ltd was not involved in the preparation of any part of this Prospectus and expressly disclaims and takes no responsibility for any part of this Prospectus.

Security Transfer Registrars Pty Ltd has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in the Prospectus as the Share Registry. Security Transfer Registrars Pty Ltd was not involved in the preparation of any part of this Prospectus and expressly disclaims and takes no responsibility for any part of this Prospectus.

Findlay & Co Stockbrokers (Underwriters) Pty Ltd has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in the Prospectus as the Share Registry. Findlay & Co Stockbrokers (Underwriters) Pty Ltd was not involved in the preparation of any part of this Prospectus and expressly disclaims and takes no responsibility for any part of this Prospectus.

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Electronic Prospectus

A copy of the Prospectus is available from the website of the Company at www.juttholdings.com. Applications for Options offered pursuant to this Prospectus can only be submitted on an original personalised Entitlement and Acceptance Form, which accompanies this Prospectus.

Privacy

If you complete an application for Options, you will be providing personal information to the Company. the Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

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

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the SCH Business Rules. You should note that if you do not provide the information required on the application for Options, the Company may not be able to accept or process your application.

Taxation

Participants should seek and obtain their own taxation advice before participating in the Rights Issue so that they may first satisfy themselves of any taxation implications associated with participating in the Rights Issue and any subsequent sale of the Options acquired pursuant to the Rights Issue.

General

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Directors’ Responsibility Statement

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

==> picture [84 x 40] intentionally omitted <==

AYAZ KHAN Director

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Glossary

“ASIC” means Australian Securities and Investments Commission.

“ASX” means ASX Limited ACN 008 624 691.

“Company” means Jutt Holdings.

“Corporations Act” means the Corporations Act 2001 (Cth).

“Entitlement” means the entitlement of a Shareholder to apply for Options pursuant to the Rights Issue.

“Entitlement and Acceptance Form” means a form addressed to a Shareholder setting out the Shareholders entitlement to Options which is attached to or accompanies this Prospectus.

“Jutt Holdings” means Jutt Holdings Limited ABN 28 122 180 205.

“Non-Qualifying Foreign Shareholders” means all Shareholders whose registered address is not in Australia or New Zealand.

“Option” means one free attaching option to acquire one fully paid ordinary share in the capital of Jutt Holdings at an exercise price of $0.20.

“Prospectus” means this prospectus dated 1 August 2007.

“Record Date” means 5 pm Melbourne time 13 August 2007 for the purpose of identifying the persons who are entitled to Options pursuant to the Rights Issue.

"Rights " means the rights of Shareholders to participate in the non-renounceable pro-rata rights issue described in this Prospectus and subscribe for Options;

“Rights Issue” means the rights issue described in section 1.1 of this Prospectus.

“Shareholders” means holders of ordinary Shares in the issued capital of Jutt Holdings.

“Shares” means ordinary fully paid shares in the capital of Jutt Holdings.

ENTITLEMENT and ACCEPTANCE APPLICATION FORM

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

JUTT HOLDINGS LIMITED

ABN 28 122 180 205

REGISTERED OFFICE: SUITE 1 1233 HIGH STREET ARMADALE VIC 3143

«HOLDER_NAME______

_» «ADDRESS_LINE_1____

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd All Correspondence to : PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: registrar@securitytransfer.com.au

Holder Number: «HOLDER_NO_» Entitlement No: «REF_NO» «HOLDER_TYPE______»

» «ADDRESS_LINE_2____ » «ADDRESS LINE 3

Shareholding at 5.00pm Entitlement to Options Amount payable on WST on 4:5 acceptance @ $0.01 13 August 2007 per Option «SECURITIES» «ENTITLEMENT» «AMOUNT»

A NON-RENOUNCEABLE ISSUE OF OPTIONS AT A PRICE OF $0.01 EACH ON THE BASIS OF FOUR (4) OPTIONS FOR EVERY FIVE (5) FULLY PAID ORDINARY SHARES HELD.

To the Directors,

JUTT HOLDINGS LIMITED

(1) I/We the abovenamed being registered on 13 August 2007 (at 5.00pm Australian WST) as the holder(s) of ordinary shares in your Company hereby accept and apply for the undermentioned Options issued in accordance with the terms of the Prospectus accompanying this form.

TO BE COMPLETED BY SHAREHOLDER	NO OF OPTIONS ACCEPTED/APPLIED FOR	@ $0.01 PER OPTION	AMOUNT ENCLOSED
Entitlement or part thereof		$0.01	AUD$

(2) I/We enclose my/our cheque made payable to Jutt Holdings Limited Trust Account , for the amount shown being payment at the rate of $0.01 per Option applied for.

(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of Options allotted to me/us and (4) I/We agree to be bound by the Constitution of the Company.

(5) If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final.

(6) My/Our contact details in case of enquiries are:

Telephone Area Code

Facsimile

Area Code

Email:

NOTE: Only cheques and/or bank drafts in Australian currency and drawn on and payable by a bank within Australia should be sent, made payable to Jutt Holdings Limited crossed Not Negotiable and forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 together with this Entitlement and Acceptance Form to arrive:

NO LATER THAN 5.00PM WST ON 31 AUGUST 2007

DECLARATION

By lodging this application form and a cheque for the application money the applicant hereby:

a) applies for the number of securities specified in the application form or such lesser number as may be allocated by the directors; b) agrees to be bound by the Constitution of the Company;

c) authorises the directors to complete or amend this application form where necessary to correct any errors or omissions;

d) authorises the Company to send the applicant a substituted application form (if this application form ceases to be current) to the applicant’s email address set out in this application; and

e) declares that the applicant has received a full and unaltered version of the Prospectus either in an electronic or paper format.

THIS FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS.

Please complete ONLY if your ISSUER SPONSORED address is INCORRECT .

NEW ADDRESS: (CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER) BLOCK

LETTERS PLEASE Your Signature/s ........................................................ .......................................................

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

THIS ISSUE CLOSES 5.00PM WST ON 31 AUGUST 2007

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EXPLANATION OF ENTITLEMENT

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

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

3. You may not apply for Options in excess of your maximum Entitlement using this form.

4. The price payable on acceptance of each Option is $0.01

5. You may accept your Entitlement in full by completing the Entitlement and Acceptance Form on the previous page.

APPLICATION INSTRUCTIONS

1. The issue price of $0.01 per Option is payable in full upon application.

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

3. The cheque or bank draft for the number of options accepted must be made payable to Jutt Holdings Limited Trust Account and crossed “Not Negotiable”.

4. When completed, this form together with the appropriate payment in Australian currency should be forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953.

5. Acceptances must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on 31 August 2007.

ENQUIRIES

Any enquiries should be directed to:

The Company’s share registry:

Security Transfer Registrars Pty Ltd PO Box 535 Applecross, Western Australia 6953

Street Address:

770 Canning Highway

Applecross, Western Australia 6153

Telephone (61-8) 9315 2333 Facsimile (61-8) 9315 2233