DGR GLOBAL LIMITED — Capital/Financing Update 2003

Jun 29, 2003

MARKET RELEASE

30 June 2003

D'Aguilar Gold Limited

D'Aguilar Gold Limited has applied for admission to the official list of Australian Stock Exchange Limited and for quotation of its securities. It has been given a provisional ASX code. Provision of an ASX code and publication of the following information does not mean that the entity will be admitted or that its securities will be quoted.

Pam Ross Manager Company Announcements Office

Gold Limited ABN 67 052 354 837

An issue of 20,000,000 ordinary Shares to be offered for subscription at 20 cents each to raise \$4,000,000 and the transfer of 8,000,050 existing ordinary Shares to Shareholders of Western Pacific Gold Inc on a pro-rata basis

THIS DOCUMENT IS IMPORTANT AND IT SHOULD BE READ IN ITS ENTIRETY

If you are in any doubt as to the contents of this document you should consult your Sharebroker, solicitor, banker or accountant without delay. The securities offered by this Prospectus are considered to be speculative.

PROSPECTUS

ACV MINIS Offer Price	\$0.20
No. of Shares to be offered under this Prospectus	20,000,000
No. of Shares to be issued to Gympie Gold Limited	7,500,000
Shares on issue prior to this Offer	29.812.039
Minimum Total Issued Shares to be listed on ASX*	49.812.039
Maximum	57.312.039
Minimum Market Capitalisation of Shares at Offer Price	\$9.962.408
Maximum. الماليات فالواقع المتعاطف الوالدات وكالمتابذ والمتابعة والمستعمر والمتعا	\$11,462,408
No. of existing Shares to be distributed by Western Pacific Gold Inc.	8.000.050

HIN.WIN

A. K. All

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N.B. Some of the existing Shares may be classified as restricted securities. See Section 4.12

Key Dates

Applications Open	23 June 2003
Last Date for Gympie shareholder priority applications	18 July 2003
Applications Close the contract of the contract of the contract of the contract of the B August 2003
Allotment of Shares under this Prospectus	12 August 2003
Dispatch of Statements of Shareholder Entitlements	15 August 2003
Anticipated Date of trading of Shares Listed for quotation on ASX	21 August 2003
These dates are indicative only. The Company reserves the right to vary the closing date of the Issue, which may have a consequential effect on other dates

Lodgement Statement

This Prospectus is idated 28 May 2003 and was lodged with ASIC on 28 May 2003. Neither the ASIC nor the ASX takes any responsibility as to the contents of this Prospectus.

No securities will be issued or transferred on the basis of this Prospectus later than thirteen (13) months after the date of issue of this Prospectus.

Distribution

Technical Clossary

The Issue does not constitute a public offer in any jurisdiction other than Australia and New Zealand. The distribution of this Prospectus outside Australia and New Zealand may be restricted by law and therefore any person who resides outside Australia and New Zealand and who receives this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of applicable securities laws.

This Prospectus is available in electronic form on the Internet at http://www.daguilar.com.au. Any person receiving this Prospectus electronically will be sent a paper copy of the Prospectus and the application form by the Company free of charge on request during the period of the Issue.

The Company will not accept Applications for Shares offered under this Prospectus during the Exposure Period. If the Exposure Period is extended, Applications will not be processed until after the end of the extended Exposure Period. THE THEFT

Certain technical terms used in this Prospectus are defined in the Glossary in Section 7

table of contents

	chairman's report	page	3
	corporate directory	page	4
	investment highlights	page	5
	board of directors	page	6
1	investment summary	page	9	$\triangleright$
$\overline{2}$	company and project summary	page 12
3	exploration objectives, strategy and budget	page 18
4	details of the issue	page 25
5	share capital structure	page 28		$\triangleright$
6	risk factors	page 30
$\overline{7}$	independent geological consultant's report	page 33		$\triangleright$
8	independent accountant's report	page	- 73
$\mathcal{G}% _{0}$	legal report	page	-79
10	material contracts	page	-87
11	other material information	page 92		$\triangleright$
12	glossary of terms	page 97
13	application form	page 100

Dear Investor

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On behalf of the Board of Directors of D'Aguilar Gold Limited, I take pleasure in presenting this Prospectus for the Company's Initial Public Offering and invite you to become a Shareholder.

D'Aguilar is a gold exploration company focused on the discovery of large bulk-mineable style gold ore bodies with the potential for more than one million ounces of contained gold in South East Queensland. Management have identified several such targets within the D'Aguilar Project Area.

The D'Aguilar Project Area consists of 585 hectares of granted mining leases and 1,482 square kilometres of applications and granted exploration licences over the northern D'Aguilar Block west of Gympie, three hours north of Brisbane.

The D'Aguilar Project Area, though highly prospective, has not been previously explored using modern geophysical techniques, which have been critical to recent gold discoveries in eastern Australia. The various bulk-mineable gold ore body models and their application to the D'Aquilar Block have been poorly understood in the past. D'Aguilar now has the necessary understanding, exploration models and comprehensive magnetic data upon which to base its search.

D'Aguilar has recently consolidated tenures in the project area which had previously been held by numerous interests, thereby limiting a regional geological perspective.

D'Aguilar will commence an extensive exploration program, appraisal of all existing exploration data and consequent identification of targets with a view to an early definition of bankable ore reserves and gold

D'Aquilar is a gold exploration company focused on the discovery of large bulk-mineable style gold ore bodies with more than one million ounces of contained gold in South East Queensland.

resources. The Directors will concentrate on exploring for mineralisation systems with the potential to contain in excess of one million ounces of gold on a stand-alone basis and over 350,000 ounces in higher-grade deposits located within an economic distance from D'Aguilar's 150,000 tonnes per annum Shamrock Mine carbon in pulp gold plant.

D'Aguilar has the support of Gympie Gold Limited for both the Issue and D'Aguilar's exploration strategies. Gympie Gold has made a substantial investment in D'Aguilar and will also transfer its exploration projects outside of the Gympie Gold Field to D'Aguilar. On completion of the Issue, assuming full subscription, Gympie will hold 25% of D'Aguilar.

D'Aguilar has a strong and complementary Board of Directors with extensive experience in the exploration for, discovery and development of large ore bodies, and the successful management of publicly listed companies.

Details of the Issue, including details of the projects, management, risk factors, exploration programs and financial information, are set out in this Prospectus, which I encourage you to read before making a decision to invest in D'Aguilar.

I believe that D'Aguilar has exciting prospects and following the success of this Issue will be well positioned to take advantage of any future growth in the gold exploration industry.

On behalf of my fellow Directors, I invite you to subscribe to this Issue.

Yours faithfully,

Dr Chris Rawlings

Chairman

corporate directory

Bean of Directors

Dr Christopher Rawlings (Chairman) Nicholas Mather lan Levy Brian Moller Damien Reynolds Vincent Mascolo

Administration

D'Aguilar Gold Limited Level 30, Riverside Centre 123 Eagle Street BRISBANE QLD 4000 Phone: +61 7 3839 5113 Fax: +61 7 3839 8661 Email: admin@daguilar.com.au

Solicitors to the Issue

Hopgood Ganim. Lawyers Waterfront Place Level 8, 1 Eagle Street BRISBANE QLD 4000 Phone: 07 3024 0000 Fax: 07 3024 0300 Email: contactus@hopqoodganim.com.au

maner rent Archivin

BDO Kendalls Level 18, 300 Queen Street BRISBANE QLD 4000 Phone: 07 3237 5999 Fax: 07 3221 9227 Email: enquiries@bdokendalls.com.au

Share Registry

Douglas Heck & Burrell Level 22, 300 Queen Street BRISBANE QLD 4000 Phone: 07 3228 4000 Fax: 07 3221 6420 Email: rosself.brown@dhb.com.au 1

incenengert Georg su

Veronica Webster Pty Limited PO Box 619 Hamilton QLD 4007 Phone: 07 3267 3355 Mobile: Les Davis 0411 484 295 Email: lesdavis@ozemail.com.au

Environmental Experts

to the Company Environmental Licensing Professionals Pty Ltd 288 Edward Street BRISBANE QLD 4000 Phone: 07 3239 9700 Fax: 07 3200 2135 Email: eip@elp.com.au

• D'Aquilar Gold is the holder of 1,482km² of exploration licences giving D'Aguilar room to discover a major porphyry gold ore body close to major infrastructure and only three hours drive north of Brisbane.

• 585 hectares of granted mining leases and a 150,000 tonnes per annum carbon in pulp gold treatment plant complement the exploration tenements.

• The D'Aguilar Project Area is adjacent to the world-class Gympie gold field, which to date has produced around four million ounces of gold and is 100km south of the one million ounce Mt Rawdon Deposit.

• \$2.683 million exploration program including extensive drilling in the first two years, assuming full subscription is received.
• Access to comprehensive aeromagnetic data covering the exploration licences that have been interpreted in light of recent developments in bulk-mineable gold exploration.

Several targets each with the potential for a discovery of over one million ounces gold each.

· Four major targets outlined at Mt Clara, Long Tunnel, Woolooga and Shamrock, with early drilling and continuous exploration activity planned.

Backing from Gympie Gold Limited as a strong and supportive shareholder.

Extension of the exploration area by the acquisition of all exploration areas outside the Gympie Goldfield from Gympie Gold Limited.

Strong and experienced Board of Directors. All the model in the second control of the second second control of the second control of the second control of the second control of the second control of the second control of the second control of the second control of

directors' profiles

DR CHRISTOPHER RAWLINGS BSc (PhD) Fellow of AusIMM CHAIRMAN OF DIRECTORS Age 52

Dr Christopher Rawlings has over 27 years' experience in the Australian mining industry, including six years as a Managing Director of South Blackwater Coal Limited and six years as a Managing Director and chief executive officer of QCT Resources Limited. He is a former President of the Queensland Mining Council.

Dr Rawlings is a fellow of the Australian Institute of Company Directors, the Australasian Institute of Mining and Metallurgy and the Institution of Engineers, Australia.

Dr Rawlings is a director of Australian Magnesium Corporation, Gympie Gold Limited, Uniquest Pty Ltd, JK Tech Pty Ltd and is Chairman of Directors of Renison Consolidated Mines NL.

NICHOLAS MATHER BSc (Hons, Geol) (Univ. QLD) MAusIMM MANAGING DIRECTOR Age 46

Nick Mather has 21 years' experience in exploration and resource company management. His career has taken him to a variety of countries exploring for precious and base metals and fossil fuels.

Mr Mather has focused his attention on the identification of and investment in large resource exploration projects.

He was managing director of BeMaX Resources NL from 1997 until 2000 and instrumental in the discovery of the worldclass Ginoko mineral sand deposit in the Murray Basin in 1998. As an executive director of Arrow Energy NL, Mr Mather has driven the acquisition and business development of Arrow's large Surat Basin Coal Bed Methane project in South East Queensland. He was managing director of Auralia Resources NL, a junior gold explorer before its \$23 million merger with Ross Mining NL in 1995. He is also a nonexecutive director of Ballarat Goldfields NL, having recently assisted that company in its recapitalisation and relisting on the ASX.

Mr Mather is President of Western Pacific Gold Inc. a listed Canadian exploration company, and an Executive Director of ASXlisted Arrow Energy NL.

JAN LEVY BSc (Hons) (ANU) MSc (Dist) (London) & Diploma of Imperial College (Royal School of Mines): NON-EXECUTIVE DIRECTOR Age 50

lan Levy has had 26 years' experience in both mining geology and mineral exploration including 12 years with Western Mining Corporation Limited and 11 years' experience in mining business development positions.

Mr Levy commenced his mining career in 1976 with Western Mining Corporation Limited at the Kambalda Nickel Operation in Western Australia. He worked on the Kalgoorlie Golden Mile and Central Norseman Gold Mines prior to being appointed senior commercial geologist at Western Mining's head office in Melbourne in 1980.

In 1984, Mr Levy was appointed Chief Geologist of the Tavua Basin Joint Venture between Western Mining and Emperor Gold Mines in Fiji. During this time, exploration teams under his management discovered the million-ounce Prince William ore system. From 1987 until present, Mr Levy has worked in development roles for mining-exploration companies, including Pancontinental Mining and Gympie Gold Limited where he is currently employed as General Manager Development.

Mr Levy has been Federal President of the Australian Institute of Geoscientists and was a member of the Joint Ore Reserve Committee (JORC) for 10 years, including four years as Vice-Chairman.

NON-EXECUTIVE DIRECTOR

Age 44

DAMIEN REYNOLDS NON-EXECUTIVE DIRECTOR Age 36

VINCENT MASCOLO B.E. (Mining) MAuslMM, MIE Aust NON-EXECUTIVE DIRECTOR Age 35

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Brian Moller is a corporate partner in the Brisbane-based law firm Hopgood Ganim. He was admitted as a solicitor in 1981 and has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.

He holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.

Mr Moller acts for many public listed resource and industrial companies and brings a wealth of experience and expertise to the board. particularly in the corporate regulatory and governance areas. He is currently chairman of Gold Aura Limited, a Queensland-based ASXlisted company.

Damien Reynolds is currently President and CEO of Tournigan Ventures Corporation, a Canadian-listed gold exploration and development company.

Mr Reynolds has been working in the junior resources sector for more than 15 years and has gained considerable industry knowledge serving on the boards of a number of public exploration companies.

Mr Reynolds was the financial controller of Total Energold Corporation, a mining and resource exploration subsidiary of the Total Group of France and Major General Resources Ltd.

Vincent Mascolo is a qualified mining engineer with extensive experience in a variety of fields, including, gold and coal mining, quarrying, civil works, bridge works, water and sewage treatment and estimating.

Mr Mascolo has completed assignments in the Civil and Construction Industry, including construction and project management, engineering, quality control and environment and safety management.

Mr Mascolo is a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.

investment
Summary

1.1 SUMMARY OF THE ISSUE

$\triangleright$

PROCEEDS OF THE ISSUE BILITLE VENTS ISS ORPORATE CBJECTIVES IARY OF INVESTIVIENT RISKS

1.1 Summary of the issue

This Issue is comprised of the following components:

Public Offer

By this prospectus the Company proposes an issue of a maximum 20,000,000 Shares to be offered to the public generally for subscription at 20 cents each to raise \$4,000.000.

Priority Allocation to Gympie Shareholders and Noteholders

Gympie Gold has taken a substantial investment in the Company, and in recognition of this the Board wishes to encourage Gympie Gold Shareholders and Noteholders to apply for Shares.

The Board have set aside a maximum priority allocation of \$1,000,000 of the Issue to accommodate such applications. Shares available for Gympie Gold Shareholders and Noteholders are limited and allocation of those Shares will be at the Board's discretion, with preference given to early applications.

The Board reserves its discretion to deal with applications received in a manner which will maximise shareholder spread and eligibility for admission to ASX.

If any of the Shares available for Gympie Gold Shareholders and Noteholders are not applied for by 5.00pm on 18 July 2003, those Shares will be made available to other applicants.

Transfer of Shares by Western Pacific Gold Inc

The Canadian Venture Exchange listed Western Pacific Gold Inc is the holder of 8,000,050 existing issued shares in the Company, which will represent some 14% of the issued Shares in the Company, assuming full oversubscription.

WPI proposes to distribute all of these 8,000,050 ordinary Shares on a pro-rata basis to shareholders of WPI. WPI shareholders as at the WPI Record Date will be entitled to participate in this distribution

Eligible WPI shareholders may also apply for further Shares under the public offer of 20,000,000 Shares offered under this Prospectus.

1.2 Capital structure post issue

Issued Shares	No. of Shares	% of Capital
Shares held by Western Pacific Gold Inc Shareholders	8,000,050	13.96
Shares held by other Existing Shareholders	21.811.989	38.95
Shares offered for subscription at issue price of \$0.20 per Share	20.000.000	34.90
Shares to be issued to Gympie Gold for the
Gympie Gold Tenements	7.500.000	13.09
Total Issued Capital	57,312,039	100.00%

1.3 Proceeds of the issue

Funds raised by the Offer will be expended on the Company's planned exploration programs, the costs of the Offer and the provision of working capital as follows:

	Minimum	Maximum
	(\$2,500,00)	$($ \$4,000,000 $)$
2 year exploration budget	\$1,273,000	\$2.683.000
2 year administration budget	\$888,000	\$888.000
Costs of Issue	\$189,000	\$189,000
Commissions	\$150,000	\$240,000
Total Expenditure	\$2,500,000	\$4,000,000

Details of the proposed exploration program are set out in Section 2 of this Prospectus.

1.4 Proposed entitlements issue

The Company proposes undertaking a pro rata non-renounceable entitlements issue within three months of the successful completion of the Issue and the Company's subsequent listing on ASX. The pro rata nonrenounceable entitlements issue, full details of which the Company intends announcing shortly after fisting, will offer 1 option for every 2 Shares held at the record date.

1.5 Corporate objectives

First, D'Aguilar aims to discover a large porphyry gold system with in excess of one million ounces of contained gold within two years.

Second. D'Aquilar aims to rapidly define a resource base in excess of 300,000 ounces of gold within economic trucking distance of the Shamrock gold treatment plant. If this program is successful, D'Aguilar would intend to raise further funds to refurbish the plant and recommence gold production at a rate of 25,000 - 50,000 ounces per annum.

Third, D'Aquilar intends to continue to evaluate new project opportunities that, in the view of the board of directors and having regard to the financial position of the Company at the time. have the potential to increase the value of D'Aguilar.

Investment summary

1.6 The world gold market

The Directors of D'Aguilar perceive that a strong outlook exists for the world gold market in view of the following:

Supply of Gold to the Market has Diminished

• Worldwide exploration activity for gold during the past 10 years declined drastically. Even as activity resumes as gold prices rise, it is still estimated that it will take some 3-5 years before new discoveries come on stream, due to the delay between discovery of a new deposit and completion of bankable feasibility studies and the financing of the development of new mines.
• The 1999 Washington Agreement on Gold restricts European Central Bank gold sales for five (5) years and limits the amount of gold that can be lent into the market for future contracts and producer forward sales.

Demand for Gold has increased

The decline in growth of the US economy over the past 12 months has weakened demand for the US dollar and, as has traditionally occurred, more investors are seeking a safe investment haven in gold.

An increase in international political uncertainty is believed to be generating an increased investment demand for gold.

Influences on international Gold price have changed

• Prior to the 1999 Washington Agreement, the gold price fluctuated in direct response to European Central Bank selling of existing gold reserves. After the gold price fell to \$US257 an ounce following initial panic when the UK Treasury announced a major gold sell-off, the gold price stabilised.
• Major gold producers worldwide have restructured their hedge books and have largely suspended forward sales programs. While limiting the potential future exposure of producers, it is now becoming more readily accepted that forward sales and hedging activities acted as a cap on the gold price until 2002.
• The culmination of these factors has seen the gold price rise from a low US\$257 an ounce to as high as US\$385 an ounce in January 2003. Gold Fields Mineral Consultancy, a London-

based gold consultancy, recently assessed that economic and political concerns led to an important swing to implied net investment of 128 tonnes (of gold) in the last year.

1.7 Summary of investment risks Prior to making an investment decision with regard to the resource, mining and exploration industry, investors should carefully consider the risk factors, all of which may affect the Company and the industry in which it operates.

The business and exploration activities of the Company are subject to normal business risks and uncertainties and there may be many factors that could affect the future performance of the Company. Some of these risks and uncertainties may be mitigated by the use of safeguards, appropriate systems and contingencies. However, some risks may be outside the control of the Company and not able to be mitigated. Additionally, there are also a number of risk factors that are specific to the Company.

Details of the risk factors of which investors should be aware are described in more detail in Section 6 of this Prospectus.

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company
and project E
summary

AGUN

AN.

company and
project summary

2.1 Overview

D'Aguilar Gold Limited is a gold exploration company focused on the discovery of large stand alone bulk gold ore bodies and the definition of highgrade gold resources to treat through its 150,000 tonnes per annum capacity gold treatment plant.

D'Aquilar owns exploration and mining tenements covering an extensive project area in the D'Aguilar Block and the Gympie region of South East Queensland, over which it plans to undertake thorough and extensive integrated regional exploration programs for gold. Exploration licences over high tonnage bulk-mineable copper and gold targets with the potential to yield a Bougainville (PNG) style, world-class ore body are also held in Solomon Islands, but no work is currently scheduled because of the law and order situation in that country.

Incorporated on 1 July 1991, D'Aguilar was acquired by Western Pacific Gold Inc. in 2001. At the time of its acquisition, D'Aguilar held numerous exploration licences and mining leases located south of Kilkivan, 50km west of Gympie in South East Queensland. D'Aquilar also owns the 150,000 tonnes per annum Shamrock Gold Treatment Plant located in the centre of the project area.

Recognising the potential for development of new exploration strategies and the application of concepts for bulk mineralisation styles developed in the last 10 years (see figure 3 on page 23), D'Aguilar undertook considerable research, collection and modelling of existing data, resulting in the identification of several concealed bulk-mineable style gold ore body targets on its existing licence areas, each with the potential for a discovery in excess of one million ounces contained gold.

Figure 1 - D'Aguilar Gold Project Exploration Tenements

company and
project summary

1 & 2: Loading ore at Shamrock Mine Site

3: Trucking to the mill (circa 1993).

4: Drilling a blast hole at the Shamrock Mine Site (circa 1993).

As a result of this research D'Aguilar identified Long Tunnel prospect as one with that potential. Long Tunnel was acquired through the acquisition of Navaho Mining Pty Ltd in November 2002. D'Aguilar also took up further exploration ground through its wholly owned subsidiary, Australian Resource Management (ARM) Pty Ltd, thereby consolidating an extensive and coherent exploration permit position over the Northern D'Aquilar Block.

During the course of its regional review, D'Aguilar was attracted to the gold projects held by Gympie Gold Limited to the east - Woolooga, Glastonbury and Mt Teitsel - and Gympie's mining expertise. Gympie and D'Aquilar entered into an agreement in December 2002 providing for a cornerstone investment by Gympie and the sale to D'Aguilar of the Gympie Gold exploration licences outside of the Gympie Goldfield. D'Aguilar believes that these projects exhibit potential for the discovery of bulk-والسمونهم والملفظة للممامياتهم وأممت فالولم والرافع والواميم strategy and portfolio. In addition, DiAguilar gains access to Gympie's expertise and data bases

A comprehensive listing of the D'Aguilar group's tenements is located in the Independent Geologist's Report in Section 7 of this Prospectus.

2.2 D'Aquilar Gold Project

The D'Aguilar Gold Project is comprised of 1,482km² of exploration licences and 585 hectares of granted mining leases covering the most important known mineralisation and the key geological features in the area, centred on Kilkivan, west of Gympie in the Northern D'Aguilar Block.

The North D'Aguilar Block is a north-northwest trending geological structure that forms a mountain range over 150km long and around 50km wide. The area has an extensive history of varied mineral exploration and production, with the greatest activity coming from gold mining. Gold was first discovered in Queensland at Kilkivan in the Black Snake Range in 1852 - now the centre of the D'Aguilar project area. In 1867. James Nash discovered cold at Gyrnpie, thereby ensuring the economic independence of Queensland. Gympie is now the

site of a full-scale underground gold mine development by Gympie Gold Limited, with production now exceeding 50,000 ounces per annum and additional gold resource discoveries being made.

D'Aguilar's current portfolio of exploration licences represents an extensive consolidation of tenements over potentially mineralised geological terrane and a unique opportunity for the exploration for and discovery of a world-class gold ore body.

Historical Mining Efforts

The Kilkivan mineral field has a rich history as an important mining centre in South East Queensland. In the Kilkivan area, approximately 176,500 ounces of gold production is recorded from mining operations since its discovery in 1852, including some 92,000 ounces from alluvial mining in the last 15 years. The Gympie Goldfield, 50 kms east of Kilkivan has to date recorded gold production in excess of 3.700,000 punces fort mg. -grade. underground quartz reef systems.

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APPLICATION FOR AURIPEROUS $\mathbf{P}_{\text{trainer}}$

Top: Mining lease application for the Long Tunnel (year 1890) Top right: Start of the Long Tunnel at Kilkivan (year 1890) Bottom right: Alluvial mining in the Kilkivan district (year 1890)

Prospectors in the Kilkivan area were drawn to quartz rocks as the source for their gold. The gold was coarse and the reefs obvious and predictable. In those days, however, they overlooked rocks which were not composed of quartz and where the gold was not visible, such as at Manumbar, in the D'Aguilar project area. They did not understand the potential high tonnage implications of prospects such as Long Tunnel where frequently "there was no discernible reef" (B Hooker, Mine Manager, Long Tunnel, 1890). The gold was disseminated throughout the host rock and on fracture or joint planes. This observation represents one of the earliest encounters with potentially bulk mineralised rocks in the area.

The nature of mineralisation in the Kilkivan area was such that the gold frequently occurred in association with copper, silver, lead and zinc in sulphide ores. Those ore styles were difficult to treat and that factor, combined with flooding in mine shafts and remoteness, resulted in the cessation of mining activities in the Kilkivan area by the 1930s. Recent

activities were centred around the Shamrock and Manumbar projects from which some 64,000 ounces were mined in the 1990s.

Thus, all of the previous activities had focused on the mining of outcropping high-grade reefs or rich alluvials.

D'Aguilar's focus is quite different, being to identify outcropping and concealed ore deposits where the gold occurs at lower grades throughout large volumes of rock, presenting the potential for a bulkmineable deposit, a deposit which can essentially be quarried in an open-cut mine. D'Aguilar believes that the North D'Aguilar Block, only 50kms west of Gympie, should host bulk-mineable gold deposits. D'Aguilar has developed strategies and programs to identify and evaluate suitable targets.

What Can The D'Aguilar Targets Be Compared To?

D'Aguilar believes that the North D'Aguilar Block has broad geological similarities to regions of New South Wales which host large bulk-mineable style copper gold ore bodies.

In particular, the discoveries over the last 10 years of bulk-mineable style copper gold deposits by Newcrest Mining at Cadia - Ridgeway (44 million tonnes @ 2.5 g/t gold and .82% copper) and discoveries by North Ltd at Parkes and Lake Cowal occur adjacent to similar geological structures to those occurring in the North D'Aguilar Block. Although there are undoubtedly particular geological differences, D'Aguilar believes the broad structural similarities and the suite of granodiorite and porphyry rocks in both the Cadia and D'Aguilar areas to be the key to the exploration strategy.

Why Haven't Large Gold Ore Bodies Been Discovered Yet?

D'Aquilar believes that a number of factors have combined to prevent significant discoveries in the D'Aguilar Block to date, and has devised a number of solutions:

Premature production imperatives

The small companies holding the ground in the past have been preoccupied with production - even prior to discovering a bankable ore body of sufficient size

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company and project summary

to sustain the development costs. This has meant that only outcropping, accessible material in excess of 3 g/t gold has been subject to any follow-up investigation, and only in the context of trucking to the Shamrock treatment plant. Lower-grade prospects, and those remote from the plant site, have been substantially ignored. Large mineralised systems may be detected at a grade of only fractions of a gram of gold per tonne, but this work appears to have never been properly carried out.

Solution - D'Aguilar has thoroughly reworked all of the previous data sets and exhaustively collated historical project data to define key targets for follow-up and drilling.

A poor understanding of the geology of potentially bulk-mineable ore deposits

There have not been any coherent regional exploration programs in the D'Aguilar project areas since the development of an understanding of bulk-mineable systems in similar environments around the world.

Solution - Application of previously tested rational and coherent mineralisation models for porphyries and intrusive related systems, which have led to the identification of significant drill targets in the D'Aguilar project area.

Lack of useful aeromagnetic and gravity data

In comparison to New South Wales, where there have been numerous bulk-mineable deposits discovered and mined, there has previously been no coherent and complete aeromagnetic or gravity database upon which to base a regional geological interpretation. key in the search for large bulk-mineable deposits.

Solution - D'Aguilar has spliced a number of government and publicly available company aeromagnetic surveys together to generate a general regional aeromagnetic database and thus identify key target areas for detailed follow-up.

Small and disjointed tenures

The holdings of a variety of mining interests under diverse ownership in the past did not encourage a broad review of prospectivity. This was a particular impediment in respect of large and diffuse targets occurring across tenement boundaries.

Solution - Tenures have been consolidated under 100% D Aguilar ownership by the acquisition of

Navaho Mining Pty Ltd and the Gympie Tenements. This has enabled the application of state of the art bulk-mineable ore body understanding and recently developed exploration techniques.

Past reliance on coarse visible gold

A reliance on coarse visible gold and the predictability of well-understood quartz veins restricted prospectors and miners in the Kilkivan area to relatively small vein systems. Deposits such as Manumbar with its very fine invisible gold and the Long Tunnel ore body, which had no obvious reef system, defied early exploration and mining attempts and now exemplify the potential open to D'Aquilar.

Solution = D'Aguilar is employing modern geochemical and geophysical methods to identify its targets.

2.3 The Shamrock Plant

D'Aguilar has the benefit of already owning a 150,000 tonnes per annum carbon in pulp treatment plant at the Shamrock mine site, 20km south of Kilkivan. The replacement cost of such a facility is estimated by the Board to be some \$15 million. To refurbish the existing plant and infrastructure is estimated to be approximately \$4 million. Hence, D'Aquilar has the substantial benefit of some \$11 million and an estimated 12-24 months, permitting advantage, in the event that, as the board expects, D'Aguilar discovers gold resources which have the potential to be economically treated through the Shamrock Plant. An aerial outline of the Shamrock Mine site and plant is depicted on page 64.

2.4 Gympie as a cornerstone investor in D'Aquilar

D'Aguilar will acquire from Gympie Gold some 222km² of additional exploration licences covering numerous targets, including the principal project areas at Woolooga, Glastonbury and Mt Teitsel. The entire project area is highly prospective for high tonnage low to medium grade bulk-mineable gold resources.

D'Aguilar may access Gympie's database as part of the regional exploration effort outside the Goldfie'd. D'Aguilar will also have access en a reasonable basis and, subject to availability, Gympie Gold's exploration and development personnel to assist in its exploration effort.

Gympie stated in its press release on 23 December 2002 that it would: "be providing every reasonable support to D'Aguilar, because it had a different focus to the development of the Gympie gold field. We (Gympie) waited for the right vehicle, right management and right timing to grow in that direction".

Gympie Gold Limited, listed on the ASX, is currently operating at Gympie and has produced over 59,512 ounces gold at a grade of 7.6 g/t for the 12-month period ended 31 December 2002.

2.5 Solomon Islands

Australian Resource Management (ARM) Pty Ltd (D'Aguilar's wholly owned subsidiary) holds project areas over highly prospective porphyry targets on the main island of Guadalcanal in Solomon Islands. The project area is located on the Pacific Rim of Fire, south of the world-class Panguna copper deposit on Bougainville in Papua New Guinea. No work is planned on these project areas until law and order is restored to Solomon Islands.

ARM has expended in excess of A\$3.5 million and has outlined several prospects containing base and precious metal porphyry targets. Guadalcanal is in the same tectonic belt as Bougainville and exhibits similar geological features.

Valid exploration targets include:

• World-class porphyry deposits of the Southwest Pacific Copper-Gold style similar to Panguna on Bougainville and Ok Tedi in Papua New Guinea.
• Epithermal gold deposits of the Gold Ridge style, which can contain upwards of two million ounces of gold.

ARM has brought one large copper-gold porphyry prospect -- the Mbetilonga caldera. located only some 8km from the capital of Honiara, to a stage where evaluation drilling for bulk mineralisation can be planned during the next follow-up exploration program. Results to date from activities conducted by ARM in 1997 include a channel sample result of approximately 100 metres at 2.5% copper in a trench. centred in a zone of copper in soils exceeding 0.1% conner. However, no work can be carried out on these tenements until Solomon Islands recover to an appropriate level of law and prder.

saabidadaastad

311

Raalisa

THE REPART OF STREET

exploration objectives,
strategy and budget

3.1 Objectives

Detailed research and analysis by D'Aquilar of all of the existing data and new results of D'Aguilar's recent field programs has resulted in the development of predictive exploration models (see Figure 3 on page 23) to use as a basis to direct D'Aguilar's exploration effort. D'Aguilar has successfully outlined a number of important mineralised systems with potential for the definition of substantial mineral resources, detailed in Table 1.

DiAquilar has two exploration target objectives:

• First, to explore the northern D'Aguilar block for bulk mineralisation that may attain the metal content of world-class ore bodies with potential to host bulk-mineable deposits with in excess of one million ounces of contained gold.
• Second. D'Aquilar will target areas with the potential to yield relatively high-grade resources within trucking distance of the Shamrock 150,000 tonnes per annum treatment plant, which is currently on a care and maintenance basis. Some drilling for bulk mineralisation may discover deposits that are suited to treatment through the Shamrock Plant.

Drilling of both bulk-mineable and high-grade resource targets will be based on geological assessment of surface mineralisation combined with interpretation of detailed geophysical surveys. This

activity has commenced where detailed magnetic surveying is available already. A more comprehensive survey is planned over a wider area of the tenements from the Mt Clara prospect to Mt Mudlo north of Kilkivan. Early drilling is planned on four deep targets at Mt Clara, Long Tunnel, Woolooga and Shamrock. Key features of these projects are summarised in Table 1 and Figure 2 following and are outlined in more detail in the Independent Geological Consultant's Report in Section 7.

Bulk-Mineable Resource Targets $(Figure 2 - Table 1)$

Table 1 outlines the principal bulk-mineable resource targets upon which D'Aquilar intends to initially focus. These are annotated on the aeromagnetic plan in Figure 2 on page 22 following. All of the targets are characterised by anomalous magnetic features and appear to be related to igneous intrusions similar to granite (evident as circular magnetic features), and are controlled by north-westerly and or north-easterly faults or cracks which are evident as linear features on Figure 2. These principal geological controls to the mineral prospects outlined by D'Aguilar are set out in detail in the Independent Geological Consultant's Report in Section 7 of this Prospectus. The most important of these targets are Mt Clara, Shamrock - Magus, Long Tunnel, Woolooga, Jimmy's Scrub, German Gully -Elginvale, Pembroke, Dranes Gully and Cinnabar.

High-Grade Resource Targets (Figure 2 - Table 1)

Several prospects within a few kilometres of the Shamrock treatment plant have received surprisingly little exploration and these offer the best opportunity for definition of high-grade resources to treat through the Shamrock Plant in the short term. There are other prospects which are located up to 30km from the plant, but still have potential to vield resources which could be of sufficient grade to justify trucking.

The modern operations at the Shamrock Mine and Tableland Mine were sometimes underfunded and took place at times when the gold price was relatively low. Moreover, these mining activities were conducted without the prior completion of thorough exploration programs and bankable feasibility studies, steps which D'Aguilar will ensure take place. The key immediate target areas for the definition of resources on which to justify the recommissioning of the Shamrock Plant are summarised in Table 1. The most important of these prospects are the Mt Clara fault zone, including the Tableland Deeps and New Zealand Gully prospects, the Black Snake Plateau, including Shamrock Deeps, Mariners, Victoria, and the Black Snake, Ortts, Dranes Gully, Long Tunnel, Mt Mudlo and Gold Top, Manumbar, King Creek and Collins Creek.

Shear Zone - Long Tunnel Prospect

$\mathcal{P}{\mathcal{F}(\mathcal{M}{\mathcal{M}{\mathcal{F}}^{\mathcal{F}}})} = \mathcal{P}{\mathcal{F}}(\mathcal{R},\mathcal{M}_{\mathcal{K}}^{\mathcal{F}})$

Table 1

Target	Key bulk-mineable diagnostic features	Key features of potential resource targets for the Shamrock plant, if refurbished
Mt Clara	Up to 7.13 g/t gold, 31 g/t silver and 13.2% copper
	in old shaft. Magnetic anomaly indicates target at 200m.
	Long Tunnel - One Mile Source of at least 95,000 ounces of alluvial gold.	Previous drill intersections by Cyprus Mines up to 2m @ 15g/t gold from 52m
	Broadly disseminated gold in historic mines. Magnetic	at Long Tunnel Mine.
	aureole anomaly over 3km 2 . Extensive intrusive rocks.
Magus - Shamrock	Broad gold anomalous zones in historic Shamrock drilling.	Previous drill intersections include 1m@ 29.9g/t, 2m @ 9.08g/t,
	Disseminated copper mineralisation at Magus Prospect.	1m @ 8.04g/t, 1m @ 18.3g/t and 3m @ 20.63g/t gold.
	Strong gold stream sediment anomaly.
Collins Creek		150 x 200 metre zone with anomalous values up to 3.35g/t gold and 126g/t silver
		1.5km sw of Shamrock.
	Clara Fault - Pembroke Strong magnetic low, widespread copper	Previous production of 5,500 ounces gold, no previous drilling over
	and gold anomalism. -	1.5km prospective tength.
Black Snake Plateau		High-grade historic production and rock grab samples up to 30g/t at Mariners,
		Black Snake, Victoria (94.6g/t).
Ortts		Two 2 m wide vein, 270m long. Dump sampling yielding up to 8.12g/t gold, 5% lead,
		and 1% zinc.
Dranes Gully	Extensive magnetic anomaly.	Shear system up to 5m wide and 150m long. Assay results have returned from
		$7.56 - 28.2$ g/t gold and up to 527g/t silver.
Woolooga	Broad gold anomalism, over 16km 2 , numerous historic
	mines, numerous encouraging drill intersections 20m
	@1.18q/t, 6m @ 2.98q/t and 1m @112q/t silver.

Esk Trough - D'Aguilar Block Margin

Target	Key bulk mineable diagnostic features	Key features for potential resources for plant
Jimmy's Scrub	2km 2 outcrop. Geophysical anomalies untested. Grades	Narrow veins up to 1m @ 95g/tgold, numerous historic workings.
	up to 1m $\omega$ 11g/t in previous drilling. Incomplete assaying.
	German Gully - Elginvale Previous CRA drill intersection of 40 metres $\oslash$
	.9g/t 110 - 150m ending in 0.72g/t $@$ 90 metres.
	Strong magnetic anomaly.
King Creek		Rock chip sampling up to 45g/t not drill tested.
Manumbar		Previously yielded 49,000 ounces requires drilling to assess.
		Drill intersection of 1.8m @ 36.9 g/t in bottom of east pit
Court le Roi		Gold anomalism up to 9.14g/t detected in grab sample of quartz veining.
Cinnabar	Strong magnetic anomaly indicating magnetic aureole
	around intrusion. Coincident with abundant mercury
	anomalies over 25 km 2 . Major controlling structures.
Gold Top - Wongella	Identified as bulk-mineable mineralisation by Geo-Peko	Alliance Petroleum Aust NL Drilling intersected gold up to 1.55m $@$ 22.5g/t gold.
	in 1980s.	Historic polymetallic mine.
Peenam	Previous BHP drilling intersected 116m @
	.16g/t gold indicating a large system.

D'Aguilar has prepared a two-year program and budget for the tenement holding and intends to spend \$2,683,000 on exploration or \$1.273,000 if only the minimum

assamipilon la sur bital

A full review of the targets to be investigated by D'Aguilar is contained within the Independent Geological Consultant's Report in Section 7 of this prospectus.

exploration objectives,

3.2 Exploration Strategy

Collation of Geochemical data Mapping and Sampling

Previous explorers in the D'Aquilar Block area have collected a considerable amount of raw geochemical data. D'Aquilar has collated this data base into a regional database, enabling the identification of numerous drainages with significant uninvestigated gold and base metal anomalies. D'Aguilar has commenced follow-up of several high-grade anomalies.

Detailed Aeromagnetic Coverage

D'Aguilar will collect detailed aeromagnetic data over approximately 150km² between Mt Clara and Mt Mudlo, north-west of Kilkivan. The key prospects to be covered by this survey include Gold Top, Cinnabar, One Mile - Long Tunnel, Ortts, and Dranes Gully. These are depicted on Figure 2.

The Company is confident that a combination of aeromagnetics and geochemistry will identify all of the valid drill targets in the D'Aguilar project area. The current drill targets are prioritised on the basis of geochemical and magnetic anomalism.

Gravity

D'Aquilar intends to fly detailed airborne gravity surveys over the concealed porphyry targets, principally Mt Clara, and the targets on the Esk Trough - D'Aguilar Block margin, in order to determine the size and centres of the buried porphyry targets. These surveys would be conducted in conjunction with the detailed aeromagnetics.

Drillina

D'Aquilar has provided for up to 23,000 metres of RC and diamond drilling in the first two years of the program, assuming full subscription to the Issue. The exact location of drillholes is subject to prior geophysical, mapping and sampling programs. The Company is confident that the expenditure of the budget will address the two prime objectives of discovery of high-grade resources upon which to justify the recommissioning of the Shamrock Plant and discovery of a bulk-mineable gold ore body with in excess of one million ounces of contained gold.

3.4 Conclusions

The Board of D'Aguilar believes that with its control of such a large area and focus on thorough exploration, combined with its now formidable bank of geochemical assay and aeromagnetic data, that the obstacles to discovery that have hampered previous explorers have been significantly overcome.

The D'Aquilar project area has not previously been subjected to such a rigorous assessment as that which D'Aguilar has recently undertaken. This work has already resulted in the definition of rational and coherent mineralisation models, which have led to the identification of significant drill targets. These have been categorised into targets with potential to yield bulk-mineable ore bodies and those with potential to yield higher-grade resources to treat through D'Aguilar's 150,000 tonnes per annum carbon in pulp treatment plant and associated infrastructure at the Shamrock mine.

The Board believes the D'Aguilar project area will provide the Company with the basis to become a significant gold producer in the heart of one of Australia's most significant gold-mining districts.

3.3 The D'Aquilar Program and Budget

The Company has budgeted \$2,683,000 for a two year program assuming full subscription as follows:

	YEAR ONE
PROGRAM	BUDGET
	Maximum Subscription	Minimum Subscription
High Resolution Airborne Geophysics
Detailed Geological mapping, sampling
Drilling
SUB-TOTAL	\$1,572,000	\$750,000
	MEAR TWO
Follow-up mapping
Sampling of prospects outlined in year 1
Resource Drilling
SUB-TOTAL	\$1,111,000	\$523.000
TOTAL	\$2,683,000	\$1,273,000

It should be noted that should D'Aguilar make a significant discovery, then further funds will be required to further investigate such a discovery with the aim of ultimately defining mineral resources.

Modern mineral exploration companies frequently use aeromagnetic surveys to measure small variations in the earth's magnetic field. These variations arise as a result of variations in the content of a magnetic iron oxide called magnetite. Magnetite often indicates an intrusive or related rock alteration system which may contain copper and/or gold.

D'Aguilar has spliced together a number of private and government surveys publicly available over the D'Aguilar project area. The company's geologists have identified a number of key target areas on the basis of magnetics, some of which, noted in this figure, are coincident with anomalous gold and copper geochemistry and historic prospects and mines.

North-northwest and north-east oriented structures have also been recognised and are believed to be important in the localisation of gold and copper mineralisation.

LEGEND Magnetic aureole

Non-magnetic granitoid

Other granitoids - intermediate complexes of different magnetic characteristics D'Aguilar Gold Pty Ltd, Australian Resource Management Pty Ltd and Navaho Pty Ltd EPMs North-east fault Thrust North-west trends

PROSPECTS / TARGETS Gold Top $\mathbf{1}$

• $\overline{\mathcal{L}}$ Cinnibar Field $\overline{3}$

• Long Tunnel

• Ortts

$\Delta$

$\overline{5}$

$6\phantom{.}6$

• Dranes Gully
• Mount Clara
• Pembroke
• $\overline{7}$ 8
• New Zealand
• g. Tableland
• 10 Shamrock Mine

• 11 Magus Porphyry

• 12 Collins Creek Cu Prospect

• 13 Jimmy's Scrub
• 14 King Creek
• 15 Manumbar
• 16 Peenam
• 17 German Gully/Elginvale
• 18 Mount Mudlo
• 19 Gibraltar Rock
• 20 Woolooga 21 Glastonbury

Prepared by Veronica Webster Pry Christod for inclusion in this Prospectus

Figure 2 - D'Aguilar Gold Project and Surrounding Districts Magnetic Data Preliminary Interpretation

exploration objectives,
strategy and budget

Epithermal quartz veins. The banded fine-grained textures indicate a low temperature environment, away from the centre of intrusive heat sources. These indicators are typically weakly

anomalous in gold. These samples are located from the eastern side of the Mt. Clara anomaly.

Mesothermal or midlevel quartz and sulphide (pyrite) vein. This is typical of intrusive related vein systems in the margins beside intrusions. This sample is from the Mariner's prospect between Shamrock and Mt. Clara and contains 31 grams per tonne gold.

Skarn mineralisation from the serpentinite and greenstone zone close to the intrusive heat source. This sample is from the east side of Mt Clara. Grey magnetite, an iron oxide gives the rock a magnetic character which shows up as pink and red areas on the aeromagnetic survey on the previous page. With geochemical data, D'Aquilar uses magnetics as an indicator of nearby intrusions and possible gold and copper mineralisation.

Serpentinite. This sample taken from near Mt Clara exemplifies the rock which D'Aquilar believes acted as a cap rock to the mineralising systems associated with rising intrusives.

This green copper carbonate mineralisation. Occurs as a weathering product of copper sulphides disseminated through mineralised greenstone under the cap rock near the top of the intrusion. This sample is from Mt Clara, one of the key D'Aguilar targets.

Stockwork porphyry. In the top of the intrusion the host rock is strongly veined, containing gold and copper precipitated from the late stage mineralising liquors. This sample is from the One Mile Diorite south of Kilkivan and assays 0.4% copper and 19 grams per tonne gold.

Porphyry from the Magus prospect, south-east of the Shamrock Mine. This supports the D'Aquilar model that the gold and copper in the area originally came from these intrusions. Copper sulphide minerals occur disseminated all through the sample. (700ppm copper)

$\left\langle \rho_{R} \right\rangle \left\langle \rho_{R} \right\rangle = \left\langle \rho_{R} \right\rangle$ The Mother review Maletal" / 7 ra Monanari and $\sim$

雪等 葉 ĩ

Public Offer

The Company invites the public to participate in a public issue of 20,000,000 ordinary Shares to be offered for subscription at 20 cents each to raise \$4,000,000.

Priority Allocation to Gympie Gold Shareholders and Noteholders

The Board wishes to encourage Gympie Gold Shareholders and Noteholders to apply for Shares. Accordingly, the Board have set aside a maximum priority allocation of \$1,000,000 of the Issue to accommodate such applications. Shares available for Gympie Gold Shareholders and Noteholders are limited and allocation of those Shares will be at the Board's discretion, with preference given to early applications.

Gympie Gold Shareholders and Noteholders wishing to subscribe for Shares must make an application on the personalised (blue) application form enclosed with this Prospectus.

The Board reserves its discretion to deal with applications received in a manner which will maximise shareholder spread and eligibility for admission to the ASX.

If any of the Shares available for Gympie Gold Shareholders and Noteholders are not applied for by 5.00pm on 18 July 2003, those Shares will be made available to other applicants.

Transfer of Shares by Western Pacific Gold Inc

Western Pacific Gold Inc, a major shareholder in the Company has agreed to transfer 8,000,050 existing Shares to Western Pacific Gold Inc Shareholders on a pro-rata basis by way of a dividend.

Western Pacific Gold Inc Shareholders at the Record Date will be entitled to participate in this distribution and will be provided with a copy of the Prospectus.

No further action will be required on the part of WP! Shareholders to participate in the share distribution and no Application for Shares is required to be made and no consideration is payable by WPI Participating Shareholders.

All Applications for Shares

An application for Shares can only be made by:

completing and rooging the Application Form for Shares contained in this Prospectus on page

101 (General Public - Grey Applications) or accompanying this Prospectus (Gympie Gold Shareholders - Blue Applications): or

completing a paper copy of the relevant Application Form which accompanies the electronic version of this Prospectus, both of which can be downloaded from www.daguilar.com.au.

The Application Form contains detailed instructions on how it is to be completed. An Application Form must be accompanied by a cheque in Australian dollars, crossed "not negotiable" and made payable to "D'Aguilar Gold Limited". Payment for the Shares must be made in full at the issue price of 20 cents. for each Share subscribed. Applications for Shares must be for a minimum of 10,000 Shares and then in multiples of 1,000 Shares. Applications received by the Company that do not meet these requirements may be refused at the discretion of the Directors.

Subject to the minimum subscription of the Issue being achieved for the Shares as well as permission of the ASX for the Shares to be listed for official quotation, the Directors will allot Shares as soon as possible after the closing date of the Issue.

An application for Shares may be accepted in full, for any lesser number or rejected by the Company. If any application is rejected, in whole or in part, the relevant application monies will be repaid without interest.

condition of with college and accompanying and a support of the state of the state the Assays code

Douglas Heck & Burrell Share Registry Level 22, 300 Queen Street BRISBANE QLD 4000

$0r$

GPO Box 35 BRISBANE QLD 4001

Completed Application Forms and cheque(s) must be received at the above address before 5.00pm (Brisbane time) on the closing date of the Issue.

Completed Application Forms and cheque(s) should be sent to the required address as soon as possible. after the Issue opens in the event the Directors close. the Issue early.

$\int_{\mathbb{R}^d} \left{ \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \right} \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \mathcal{L} \left( \frac{1}{\lambda} \right)^{\frac{1}{2}} \mathcal{L} \left( \frac$ the stepper

The opening date of the Issue will be 23 June 2003. at 9:00a.m. (Brisbane time), and the closing date will be 8 August 2003 at 5:00p.m. (Brisbane time).

The Directors, subject to the requirements of the Listing Rules and the Corporations Act, reserve the right to:

• close the Issue early without prior notice; or
• vary any of the important dates set out in this Prospectus, including extending the Issue.

4.3 Allotment

Allotment of the Shares under this Prospectus will take place as soon as practicable after the closing date of the Issue. Application monies will be held in a subscription account until allotment.

This account will be established and kept by the Company in trust for each applicant. Any interest earned on the application monies will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place.

Where the number of Shares allotted is less than the number applied for, the surplus monies will be returned by cheque within thirty (30) days of the closing date for applications. Where no allotment is made, the amount tendered on application will be returned in full by cheque within thirty (30) days of the closing date for applications. Interest will not be paid on monies refunded.

The Shares will be allotted and share entitlement notices dispatched to holders as soon as possible after determination by the Company of entitlements.

Application will be made within seven (7) days of the date of this Prospectus to the ASX for the Shares issued pursuant to this Prospectus, as well as all other existing issued ordinary Shares in D'Aguilar, to be granted official quotation by the ASX.

The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Company or of the Shares now offered for subscription. Quotation, if granted, of the Shares offered by this Prospectus will ton a encolas súas las practicable afía. En ispositi holding statements to allottees. The ASX takes no

details of the issue

responsibility for the contents of this Prospectus, including the experts reports which it contains.

In the event that the ASX does not grant permission for the official quotation of the Shares within three (3) months after the date of issue of this Prospectus, none of the Shares offered by this Prospectus will be allotted or issued unless the ASIC grants the Company an exemption permitting the allotment or issue.

However, in such a case the planned distribution of the shares held by WPI to WPI Participating Shareholders will proceed.

If no allotment or issue is made, all monies paid on application for the Shares will be refunded without interest within the time period set out under the Corporations Act.

4.5 Minimum subscription

The minimum subscription for the Issue under this Prospectus is \$2,500,000, comprising 12,500,000 Shares at 20 cents each. No Shares will be allotted under this Prospectus until the minimum subscription for the Shares has been reached. If the minimum subscription has not been received within three (3) months after the issue of this Prospectus the Company will refund all subscriptions received.

4.6 The purpose of The Issue The purpose of the Issue is to:

• provide funds to be expended in respect of the exploration program as set out in Section 3.3; and
• pay the expenses of the Issue (refer Section 11.11).

4.7 Dividend Policy

It is the present intention of the Directors to apply surplus cash flow to fund the exploration of D'Aguilar's project portfolio and any resultant development or production and generate new opportunities, rather than distributing these monies in the form of dividends.

It is the Directors' intention to review this policy from time to time and commence the payment of a regular dividend once the Company is able to generate a substantial and sustainable level of cash flow, after allowing for capital expenditure and other commitments.

The Directors can give no assurance as to the amount, timing, franking or payment of any future dividends by the Company. The capacity to pay dividends will depend on a number of factors, including future earnings, capital expenditure requirements and the financial position of the Company.

4.8 Clearing House Electronic Subredister System ("CHESS")

The Company will apply to the ASX to participate in the CHESS Electronic Sub-Register System. On admission to CHESS D'Aquilar will operate an issuer-sponsored register. Because the sub-register is electronic, ownership of securities can be transferred without having to rely on paper documentation. The Company will sponsor registration of Shareholdings through the Share register (Issuer Sponsored).

Under CHESS, the Company will not be issuing certificates to investors in respect of its Shares. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares allotted to them under this Prospectus and their total holding of Shares in D'Aguilar. The notice will also advise holders of their Holder Identification Number ("HIN") and explain, for reference, the sale and purchase procedures under CHESS.

Further monthly statements will be provided to holders, which reflect any changes in their holdings in the Company during that month.

4.9 Fees and commissions.

The Company reserves the right to pay any licensed securities dealer a fee of up to 6% of the funds raised with respect to any application received bearing the stamp of the licensed dealer.

4.10 Restrictions on the districtment of this prospectus

The distribution of this Prospectus outside the Commonwealth of Australia and New Zealand may be restricted by law.

This Prospectus is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside Australia and New Zealand.

Applicants resident in countries outside Australia and New Zealand should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for Shares. The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions.

4.11 Electronic prospectus

The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus within Australia.

Persons who receive a copy of this Prospectus in electronic form at www.daguilar.com.au are entitled to obtain a paper copy of the Prospectus (including any relevant accompanying Application Form) free of charge, during the Offer period, by telephoning D'Aguilar Gold Limited on $+61$ 7 3839 5113.

4.12 Restricted securities

The ASX may, as a condition of granting the Company's application for official quotation of its Shares, classify certain Shares of the Company as restricted securities. If so, prior to official quotation of the Company's Shares, the holders of the Shares that are to be classified as restricted securities will be required to enter into appropriate restriction agreements with the Company and an escrow agent.

It is anticipated that in respect of the Shares to be distributed by WPI to its Shareholders under the Share Distribution, all Shares save for those held by related persons or promoters of WPI or the Company shall be free of escrow.

4.13 Voluntary escrow

Of the Existing Shareholders, shareholders holding some 20,325,387 Shares representing some 35.46% of the issued share capital of the Company have agreed, for a maximum period of six months from listing of the Company on the ASX, to a series of restrictions with respect to the disposal of their Shareholdings in the Company.

For further details of these restrictions see Section 10.14 of this Prospectus.

$[27]$

TALLIT

	李 明一					e propins
	$\frac{1}{2}$

acapital

share capital structure

5.1 Details of Share Capital Post Issue

Shareholder	Number of Shares	%
Existing Shareholders other than Western Pacific Gold Inc	그렇었다 高调 21.811.989	38.05
Western Pacific Gold Inc Shareholders	8,000,050 1000	13.96
Shares to be issued to Gympie Gold for the aquisition of the Gympie Gold Tenements	tulia 7.500.000	13.09
Public	20,000,000 The State of Con-	34.90
TOTAL	. 57,312,039	100.00

5.2 Directors' Interests in D'Aquilar

The interests of directors and officers and of any associates of them in the securities of the Company are as follows:

Name	Number of Shares	Number of Options
Dr Christopher Rawlings* and a state	800,000 undias la p a construction of the (地下)	Nil
Nicholas Mather**	650.000	1,730,770***
lan Levy	$\label{eq:3.1} \frac{\sqrt{2\pi}}{2\pi} \sum_{\substack{ \alpha=1 \ \alpha \in \mathbb{Z}^n}} \frac{1}{\alpha} \frac{\alpha}{\alpha} \leq \frac{1}{\alpha} \frac{1}{\alpha} \frac{\alpha}{\alpha} \leq \frac{1}{\alpha} \frac{1}{\alpha} \frac{\alpha}{\alpha} \leq \frac{1}{\alpha} \frac{1}{\alpha} \frac{\alpha}{\alpha} \leq \frac{1}{\alpha} \frac{1}{\alpha} \frac{\alpha}{\alpha} \leq \frac{1}{\alpha} \frac{1}{\alpha} \frac{\alpha}{\alpha} \leq \frac{1}{\alpha} \frac{1}{\alpha} \frac$ 200,000 计可变性结构 a sa kabilik	Nil
Brian Moller**	500,000 $\sim 20\,\mu$ and the and the	Nil
Damien Reynolds**	500.000 $\tau_{\rm eff} \sim \eta \, e^{-\tau_{\rm eff}}$ and controlled	1,384,615***
Vincent Mascolo	1.311.044	1,384,615***

Notes^-

• $\star$ Dr Christopher Rawlings is a director of Gympie Gold Limited, which is the holder of 7,000,000 Shares in the Company. Gympie, upon the successful completion of the Issue, will also become entitled to a further 7,500,000 Shares.
• ** Messrs Mather and Reynold are directors of WPI and have a relevant interest in WPI's shares in D'Aguilar. Messrs Moller and Mather as shareholders of WPI will receive an interest in D'Aguilar Shares through the planned distribution of D'Aguilar Shares by Western Pacific Gold Inc to the WPI Participating Shareholders.
• *** Details of the Options are set out in Section 10.10.

5.3 Management and Administration

Details of the terms upon which these services have been secured are set out in Sections 10.5, 10.6 and 10.8.

At this time, D'Aguilar believes that this level of management structure is appropriate for the Company. To the extent that additional resources are required the Board intends to secure the same on a contract basis on commercially competitive terms, as and when needed.

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6.1 GENERAL SHAREMARKET RISK 62

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risk factors

6.1 General

There are risks inherent in investing in the share market in general and in the Shares of the Company in particular.

The Directors have considered and identified below the critical areas of risk associated with investing in the Shares. The risks identified are not exhaustive. For further information on and clarification of the risks involved, investors should seek advice from their stockbroker, accountant, solicitor or other professional adviser and consider the reports contained in Sections 7, 8 and 9 of this Prospectus.

6.2 Sharemarket Risk

The price of the Shares of the Company when quoted on the ASX can be influenced by international and domestic factors affecting conditions in equity, financial and commodity markets. These factors may affect the general level of prices for listed securities and the prices for the securities of gold exploration companies quoted on the ASX.

6.3 Exploration Risk

With the exception of the mining leases, most of the tenements in which the Company holds or has a right to acquire an interest in are at various stages of exploration and, accordingly, the Shares offered by this Prospectus are speculative in nature.

The investment of capital by the Company in exploration involves a high degree of risk.

The success or failure of the exploration programs outlined in this Prospectus will affect the future performance of the Company and its Shares.

In the event of the Company being successful in the discovery of economic mineralisation of deposits. development, mining and production from the deposits will be subject to the technical, financial, legislative and other factors affecting a decision to mine prevailing at the time.

6.4 Operational Risk

If the Company decides to develop and commission a mine, the operations of the Company, including mining and processing, may be affected by a range of factors. These include failure to achieve predicted grade in exploration, mining and processing, technical difficulties encountered in commissioning

and operating plant and equipment, mechanical failure, metallurgical problems which affect extraction rates and costs, adverse weather conditions, industrial and environmental accidents. industrial disputes, unexpected shortages or increase in the costs of consumables, spare parts, plant and equipment.

6.5 Legal Risk

The Company presently has mining interests in Australia and the Solomon Islands. The introduction of new legislation or amendments to existing legislation by Governments or the application of developments in existing common law in Australia or the Solomon Islands, or the respective interpretation thereof could impact adversely on the assets, operations and ultimately the financial performance of the Company and its Shares.

Additionally, some of the tenements in which the Company has an interest are awaiting renewal, which is ultimately dependent upon the favourable exercise of Ministerial discretion, a matter over which the Company has no control.

6.6 Dependence upon Key Personnel

The Company's success depends to a significant extent upon its key management personnel, as well as other management and technical personnel. including those employed on a contractual basis. The loss of the services of certain of such personnel could have a material adverse effect upon the Company. However, the Company has addressed this concern by securing a number of key personnel to service and consultancy contracts. Details of these service contracts are set out in Section 10 of this Prospectus.

6.7 Native Title

The majority of the mining tenements in which the Company has interests or the right to own interests are subject to native title claims, details of which are set out in the Legal Report in Section 9 of the Prospectus. The exploration and mining on these tenements may be affected by the outcome of the native title claims and negotiations by the Company to obtain and/or confirm and exercise its rights to and in respect of the tenements. Save as disclosed the Company is not aware of any further native title claims or potential claims in respect of its exploration activities that could significantly affect

its tenure or mineral exploration or any future production operations.

Notwithstanding this risk, native title claims may be a risk in respect of future exploration and/or development activities of the Company.

6.8 Environmental Requlation and Risks

National and local environmental laws and regulations affect nearly all of the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations where operations are or were conducted.

Significant liability could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of property acquired by the Company or non-compliance with environmental laws or regulations. The Company proposes to minimise these risks by taking steps to ensure compliance with applicable environmental laws and regulations and, where possible, by carrying appropriate insurance.

The Company has conducted an extensive review of the environmental status of the Mining Leases with a view to making an assessment of the appropriate provision it should make in its accounts for future liabilities in respect of rehabilitation and restoration.

The Company has made provision in its accounts in respect of these contingent liabilities.

The Company also has the benefit of an indemnity from Maxe-tec Australia Limited in respect of liabilities in respect of facts or circumstances arising to 30 October 2001, when Western Pacific Gold Inc acquired D'Aguilar from Maxe-tec. Maxetec disputes its liability under this indemnity. In the event that at some future time the Company is required to discharge these liabilities it intends to call upon Maxe-tec to perform under the indemnity. If Maxe-tec fails or refuses to perform, the Company may be required to enforce the indemnity.

risk factors

Additionally, the Company has the benefit of environmental performance bonds totalling \$1,300.000 in respect of rehabilitation and restoration. Details of these bonds appear in Section 10.10 of the Prospectus.

6.9 Financing

In order to meet planned exploration expenditure and to expand its business, the Company may be required to raise additional equity and/or debt capital in the future. There is no assurance that it will be able to raise such capital if it is required or that the terms associated with providing such capital will be satisfactory to the Company.

6.10 Insurance Arrangements

The Company intends to ensure that insurance is maintained within ranges of coverage the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance, however, can be given that the Company will be able to obtain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims.

6.11 Management Actions

The Directors of the Company will, to the best of their knowledge, experience and ability (in conjunction with their management) endeavour to anticipate, identify and manage the risks inherent in the activities of the Company, but without assuming any personal liability for the same, with the aim of eliminating, avoiding and mitigating the impact of risks on the performance of the Company and its securities.

6.12 Sovereign Risk

The Company. through its subsidiary Australian Resource Management (ARM) Pty Ltd. holds mining tenements in the Solomon Islands on Guadalcanal. Substantial exploration expenditure has been effected on these tenements.

Presently, that part of the Solomon Islands is the subject of widespread civil unrest and the Company has been advised it is unsafe to conduct exploration or other work on the mining tenements that are on care and maintenance.

No quarantee can be given as to when it may be possible for the Company to pursue activities on the mining tenements.

independent
geological
consultant's report

1D MINERAL SATION

VERONICA WEBSTER PTY. LIMITED

(Incorporated in Queensland: ACN 010 299 224) Consultants to the Mining Industry Les W Davis - Minerals Exploration Consultant

Email lesdavis@ozemail.com.au

POSTAL ADDRESS: PO Box 619, Hamilton QLD 4007

26 April 2003

The Directors D'Aquilar Gold Limited PO Box 7109 BRISBANE OLD 4000

Dear Directors

RE: INDEPENDENT GEOLOGIST'S REPORT ON EXPLORATION AND MINING PROPERTIES OF D'AGUILAR GOLD LTD AND SUBSIDIARIES

1. Introduction

The Directors of D'Aguilar Gold Ltd and subsidiaries ("DGL") commissioned Veronica Webster Pty Limited ("VWPL") to prepare an Independent Geologist's Report ("Report") on the exploration and mining properties controlled by DGL, also referred to as the DGL tenements and the DGL Gold Project.

The Report is required for a prospectus (I.P.O.) for the issue of a maximum of 20.000.000 million shares at \$0.20 per share, to accompany the proposed listing of the company on the Australian Stock Exchange ("ASX") in August 2003.

Mr L W Davis, who is a duly authorised representative and director of VWPL, has prepared the Report. Mr Davis of VWPL has had over 37 years experience in the minerals industry, holds Investment Advisers Licence No. 69267 issued by the Australian Securities and Investments Commission ("ASIC"), is a registered Chartered Professional (Geology) and is affiliated with The Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists. He specialises in mineral resource/reserve estimations. advanced project assessment and exploration

The exploration and mining properties of DGL are located in the area known as the D'Aguilar Block and Gympie region in south-east Queensland and are principally for gold and base metal exploration. Mr Davis is well experienced in exploration for and assessment of gold and base-metal resources and has prior knowledge of the geology and general exploration potential in the Gympie and D'Aguilar districts.

In September 2002, and on a number of occasions since, Mr Davis was supplied exploration information by DGL which has warranted that the supplied information is accurate and complete.

Mr Davis has considerable work experience in the geology and mineral deposits of Queensland and inspected the D'Aguilar Gold Properties in early September 2002 and in January 2003. All the major prospects were examined in the field.

Mr Davis has relied at his own discretion on the observations and interpretations of previous explorers, exploration consultants and DGL geological staff. Independent checking at other organisations which may have been previously. involved in exclosion and minion antivities in the area or the DGL tenements was not carried out. DGL has indemnified both L Davis and VWPL 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 Investment Commission ("ASIC") with regard to the Report.

The views and conclusions expressed in this report are solely those of VWPL and L W Davis. Generally those views concur with the views of DGL.

An appraisal of all the abovementioned information and field inspections 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 the case of historical exploration information where the information is not intended for inclusion in resource estimates, the JCRC code has not been applied.

iti Shapul wirt obschooledused. Guidelines for Technical Assessment and/or

Brisbane Office 7 O'Quinn Street Nudgee Beach QLD, 4014 Telephone & Fax: 07 3267 3355 L Davis 0411 484 295 V Davis 0407 596 301

independent geological
consultant's report

Valuation of Mineral and Petroleum Assets and Mineral and Petroleum Securities for Independent Expert Reports (The Valmin Code), which is referred to by ASIC. As well, ASIC Practice Note 43 and former National Companies Security Commission Release 149, is observed.

2. Conclusion and Summary

DGL controls exploration tenements in the D'Aquilar Block and extending to the east of Gympie in southeast Queensland on which it plans to undertake comprehensive, integrated and innovative exploration. These programs include up to 23,000m of drilling in the next two years assuming full subscription. Tenements are held in the Solomon Islands, but no work is scheduled because of the political situation in that country.

The North D'Aquilar Block is a north-northwest trending, geological structure that forms a mountain range, over 150km long and around 50km wide. It forms the highest part of the coastal ranges north-west of Brisbane with an average elevation of 500m. The area has an extensive history of varied mineral production, and other parties have mined small to medium-scale gold deposits in recent times.

The tenement holding under DGL's control is approximately 1,482km² of EPM area and 585ha of ML area collectively, covering the most important known mineralisation in the north D'Aquilar Block. The current portfolio represents the most extensive consolidation of tenements, over known and potentially mineralised geological terrane, ever effected in the region and therefore, a unique opportunity for the execution of comprehensive, integrated and innovative exploration programs.

Recently, a new, globally widespread class of "intrusion or intrusive-related" deposits in which gold is the principal commodity has been proposed. Great diversity exists within the intrusive-related model itself in both the detailed geological setting and age of the deposits. Depending on the depth of formation, the geochemistry and mineralogy of intrusive-related deposits will change. These deposits may be located within the intrusive, in the host rock at the margin of the intrusive, farther out in the aureole or a few kilometres from the intrusive. The structure and geochemistry of the host rocks

will to some degree control the morphology of the mineralisation.

The large area of the DGL Gold Project covers geology which is sufficiently complex to prevent the selection of a single clearly-defined exploration target model or suggest which deposit styles are the most likely to exist.

The bulk of known hard rock precious and base metal mineralisation in the D'Aquilar Block is interpreted to be genetically related to intrusive events and is dominantly in the form of tabular quartz-gold and base metal sulphide veins. DGL considers the gold and base metal sulphide veins in the D'Aguilar Block to be a direct quide to concealed targets of disseminated mineralisation, capable of yielding economically attractive bulkmineable deposits. The veins themselves are regarded as secondary targets. The veins are inferred to be part of intrusive-related alteration/ mineralisation systems, which are unlikely to be as simple as published conceptual models because of their development within structurally complex geological terranes. DGL has identified a number of drill targets to explore for bulk-mineable deposits.

DGL intends to explore for intrusive-related, golddominant mineralisation rather than traditional base and precious-metal porphyry-style mineralisation. Many intrusion-related gold system deposits contain greater than three million ounces of gold and consequently VWPL believes that intrusion-related style mineralisation is a valid economic target in the D'Aguilar Block. The exploration concepts and models are discussed in Section 6 of this report.

DGL has two objectives:

First, to explore the known Mining Fields and environs for major mineralisation that may attain the metal content of world-class ore bodies. Bulk mineralisation of this type may take either the form of stock work veins near the upper parts of intrusive stocks or form breccial and fault-controlled zones within or at the contacts of major rock types. Mineralised skarns are possible within calcareous lithologies peripheral to intrusive systems, which occur in the Kilkivan district.

Second, DGL will seize opportunities to provide feed for the Shamrock 150,000 tonnes per annum carbon-in-pulp ("CIP") treatment plant, which is currently on a care and maintenance basis. It is likely that the CIP plant would require refurbishment before it was serviceable. This report does not address the nature or cost of such a refurbishment.

Some drilling for bulk mineralisation may discover mineralisation that is suited to the second objective.

Deep drilling for intrusive-related targets in the DGL tenements will be based on geological assessment of surface mineralisation combined with interpretation of detailed geophysical surveys. This activity has commenced in a small area of the tenements where detailed magnetic surveying is available already. A more comprehensive survey is planned over a wider area of the tenements. The deep drilling targets, which have already been defined, are outlined in this Report and are summarised in Table 1.

Prospective investors should understand that gold exploration in respect of all of DGL's objectives is speculative and risky.

DGL have prepared a two-year programme and budget for the tenement holding intending to spend a minimum of \$1.273 million to a maximum of \$2.683 million of the capital raising on exploration.

In the opinion of VWPL, the outlined programs and budgets are well-planned and effectively integrate programs of advanced exploration and reconnaissance-style exploration. The higherexpenditure program is preferred. Given the favourable location of the tenement areas, close to services, the program should be completed within the estimated time frames. Providing DGL contributes the required effort towards exploring the tenements, VWPL considers that the objective of discovering at least one million ounces of gold in resources is realistic.

	Interpreted depth			Initial
Prospect	to target	Description of postulated bulk target gold mineralisation	Status	drilling
Mt Clara	$200m +$	Postulated mineralised diorite intrusive beneath serpentinite	Drill ready	600m
		Mineralised dykes at surface	Figure 10
Shamrock	$250 m +$	Margin of Black Snake porphyry at plunge extension of	Drill ready	800m
		Shamrock gold-copper-magnetite mineralisation	Figure 8
Magus	$200m +$	Margin/contact of Black Snake porphyry and mineralised	Drill ready	400m
		Magus porphyry. Magnetic, radiometric and geochemical support	Figure 9
Long Tunnel Mountain	300m	Source of extensive porphyry dyke hosted gold	Defining Targets
Woolooga	100-300m?	Numerous targets: mineralised intrusive and breccia bodies	Defining Targets
Gibraltar Rock	$300 \text{ m} +$	Geophysical features associated with hydrothermal alteration and brecciation, over 12km 2	Defining Targets
German Gully - Elginvale	200m	Intrusive containing previous low-grade gold intersection - 116m grading 0.16g/t gold	Defining Targets
		grade gold intersection - 40m grading 0.9g/t gold contract the state in the second	in trium in a act
Gold Top	300m	Recognised epithermal style/porphyry style gold mineralisation	Defining Targets
Glastonbury	$200m +$	Intrusive-related mineralisation at the projected source for the Glastonbury vein gold	Drill ready	400m
			Figure 13
Jimmy's Scrub	100-200m	Intrusive below high-grade veins and associated with geophysical anomalies	Defining Targets
Peenam	300m	Intrusive containing previous low-grade gold intersection - 116m grading 0.16g/t gold	Defining Targets
King Creek	300 m	Intrusive containing alteration	Defining Targets
Mt Teitsel	$150m +$	Intersection of gold-sheeted veins and dykes	Drill ready	400m
Cinnabar	300-500m	Intrusive bodies beneath mercury field	Defining Targets

Table 1. D'Aguilar Gold Project - Summary of Proposed Deep Drilling -- Intrusive-Related Gold Targets

3. Tenements

The current tenement holding of DGL and its subsidiaries, Australian Resource Management (ARM) Pty Ltd ("ARM") and Navaho Mining Pty Ltd ("NAVPL"), amounts to approximately 1,260km² (409 sub-blocks) of EPM area and 585ha of ML area (Figure 1), collectively covering the most important known mineralisation in the D'Aguilar Block of south-east Queensland. In particular, MLs protect the previously exploited mineralisation of the Black Snake Goldfield (Tablelands and Shamrock). the Manumbar Mine and the Long Tunnel prospect.

An agreement between DGL and Gympie Gold Limited ("Gympie Gold") adds approximately 222km³ of EPM area on the eastern flanks of the north D'Aguilar Block and extending into the Gympie Province: Figure 1. These EPMs do not cover. terrane that is believed to be prospective for Gympie-

الأهرام الأراجي والمستوين والرواد والتواري التواريسة through the wholly owned subsidiary Gympie.

Eldorado Gold Limited ("GEGM"), have retained all the known Gympie Goldfield ground and its interpreted extensions. The agreement is discussed in detail in the Report in the Prospectus (Section 10.1). By way of assignment and transfer, approved by the Department Of Natural Resources and Mines ("DNRM") DGL will acquire registered 100% interests in two EPMs previously held by GEGM: namely EPM 11122(1), EPM 13833 and a 100% beneficial interest in 7 sub blocks in the north-western part of EPM 6031 (1), covering the Woolooga prospect.

DGL is responsible for the statutory expenditures and upkeep attached to each tenement (Figure 1 and Table 2). VWPL does not foresee any unmanageable difficulties for D'AGUILAR

expenditure requirements are achieved.

independent geological
consultant's report

Table 2
Tenure Type, Name and Number	Current Holder	Registered Percentage Interest of Holder	No. Sub Blocks in D'Aguilar Project area	Estimated km 2 for Project area	Date of Expiry
EXPLORATION PERMITS FOR MINERALS
EPM 11673 Kilkivan Project	Navaho Mining Pty Ltd	100	3	9.25	13/05/03 See Note 1
EPM 5187 Manumbar	D'Aguilar Gold Ltd	100	5	15.39	24/01/02 See Note 2
EPM 6939 Mt Coora	D'Aguilar Gold Ltd	100	1	3.08	12/06/02 See Note 2
EPM 7682 Elginvale No. 1	D'Aguilar Gold Ltd	100	9	27.72	6/08/02 See Note 1
EPM 9759 Kilkivan	D'Aguilar Gold Ltd	100	24	73.98	3/01/02 See Note
EPM 9978 Monsildale	D'Aguilar Gold Ltd	100	24	73.60	24/03/02 See Note 2
EPM 10135 Golden Spur	D'Aguilar Gold Ltd	100	9	27.72	09/06/02 See Note 1
EPM 10903 Elginvale No. 2	D'Aguilar Gold Ltd	100	12	36.88	27/08/02 See Note 2
EPM 11192 Tableland	D'Aguilar Gold Ltd	100	$\boldsymbol{6}$	18.49	23/09/00 See Note 1
EPM 12712 Court-le Roi	D'Aguilar Gold Ltd	100	$\overline{2}$	6.15	24/01/05
EPM 13359 Kilkivan N	Australian Resource Management (ARM) Pty Ltd	100	98	302.35	03/01/05
EPM 13360 Kilkivan S	Australian Resource Management (ARM) Pty Ltd	100	73	224.72	05/02/05
EPM 13361 Kilkivan W	Australian Resource Management (ARM) Pty Ltd	100	97	298.85	05/02/05
EPM 14034	Navaho Mining Pty Ltd	100	46	141.81	Application Status
SUB BLOCKS/AREA			409	1,260km 2
MINING LEASES
ML 3678 United Reefs Gold Mine (Shamrock)	D'Aquilar Gold Ltd	100			31/05/02 See Note 1
ML 3732 Jimmy Scrub	W D'Aquilar Gold Ltd	100			31/01/10
ML 3741 Shamrock Extended	D'Aguilar Gold Ltd	100			30/09/09
ML 3748 Black Shamrock	D'Aguilar Gold Ltd	100			28/02/13
ML 3749 North Chinaman	D'Aguilar Gold Ltd	100			31/07/07
ML 3752 Shamrock Tailings	D'Aguilar Gold Ltd	100			31/01/10
ML 3753 Shamrock	D'Aguilar Gold Ltd	100			31/08/05
Tailings Extended
ML 6622 Golden Spur	D'Aquilar Gold Ltd	100			31/07/09
ML 50059 Manumbar	D'Aquilar Gold Ltd and	75% & 25%			31/12/03
	Australian Mineral Processes Ltd	respectively
ML 50099 Manumbar	D'Aquilar Gold Ltd and	75% & 25%			31/08/05
Extended	Australian Mineral Processes Ltd	respectively
ML 50148 Tableland	D'Aguilar Gold Ltd	100			30/04/14
ML 50137 Long Tunnel	Navaho Mining Pty Ltd	100			31/08/09
	GYMPIE GOLD (GEGM) TENEMENTS BEING ACQUIRED				06/09/04 See Note 3
Portion of EPM 6031	Gympie Eldorado Gold Mines Pty Ltd	100	6	18.51	and Figure 1
		100	50	154.22	Application Status
EPM 13833	Gympie Eldorado Gold Mines Pty Ltd	100	16	49.30	19/06/03
EPM 11122 Beenham Range SUB BLOCKS/AREA	Gympie Eldorado Gold Mines Pty Ltd		72	222km 2
TOTAL SUB BLOCKS/AREA			481	$1,482km^2$

Table 2: D'Aguilar Gold Project Tenements

Note 1 A Renewal Application has been lodged in respect of this Tenement.

Note 2 A Renewal Application has been lodged in respect of this Tenement. The Application was lodged outside of the 28-day period but still prior to expiry. Note 3 Area within D'Aguilar Project defined in ageement with Gympie Gold.

Figure 1 - D'Aguilar Gold Project Exploration Tenements

Figure 2 - D'Aguilar Gold Project Mining Fields and Prospects

Table 2. Australian tenements under the control of DGL (For full details please refer to the Legal Report of the Prospectus from which the information in Table 2 was acquired).

Regional exploration programs, conducted by previous explorers in the D'Aguilar Block, have been hampered by competitor activity and have been excluded from MLs and Departmental Exempt Areas. Where exploration has taken place previously, it has not had the benefit of the recently developed intrusive-related gold mineralisation models and high-quality, airborne geophysical information has been limited. Exploration carried out during the recent gold-mining activity has concentrated solely on finding suitable ore for the Shamrock CIP. treatment plant.

In the EPM areas east and west of Gympie, there has been very little exploration other than reconnaissance, with the exception of the Glastonbury Goldfield, which has been drilled by Gympie Gold. Gympie Gold has outlined and carried out scout drilling on widespread geochemical anomalism at the Woolooga prospect. which will require extensive follow-up work including further drill testing for a comprehensive appraisal. At Mt Teitsel, east of Gympie, Gympie Gold has drilled the known gold mineralisation and developed both geochemical targets and scope for some further drill testing.

The current portfolio is the most extensive consolidation of tenements ever achieved over the potentially mineralised geological terranes of the D'Aquilar Block and Gympie region and represents a unique opportunity for the execution of comprehensive, integrated and innovative exploration programs.

3.1 Solomon Islands Tenements

DGL holds 388km³ of Exploration Licences in central Guadalcanal, Solomon Islands through its wholly-owned subsidiary ARM, Table 3. ARM has excended in excess of A\$3.5 million and has outlined several prospects containing base and precious-metal porphyry targets. Guadalcanal is inthe same tectonic belt as Bougainville Island and exhibits similar geology, but is interpreted as being aynname refnir c to happing

Valid exploration targets include:

• World-class porphyry deposits of the Southwest-Pacific-Copper-Gold style similar to Panguna on Bougainville and Ok Tedi on the mainland of Papua New Guinea.
• Epithermal gold deposits of the Gold Ridge style, which can contain upwards of two million ounces of gold.

ARM has brought one large copper-gold porphyry deposit $-$ the Mbetilonga caldera $-$ to a stage where evaluation drilling for bulk mineralisation can be planned during the next follow-up exploration programme. However, no work is warranted on these. tenements until Solomon Islands recovers to a safe level of law and order.

4. Previous investigations at the D'Aquilar Gold Project Mining History

Gold was first discovered in Black Snake district south of Kilkivan in 1852. Alluvial gold was discovered at West Coast Creek, 5km south-east of Kilkivan in 1867 and a short-lived rush ensued. In the following 10 years, most of the main gold, copper and mercury deposits were discovered (Figure 2).

During the late 1860s and early 1870s, the gold and copper deposits of the Black Snake area were developed. The most important of these was the Shamrock, which was worked sporadically from the 1860s to 1907 and from 1943 to 1948. More recent activity, during which the Shamrock and other nearby deposits were mined, is discussed in detail below.

The Rise and Shine gold reef, just south of Kilkivan, was discovered in 1874 and was worked until 1886. and briefly in 1925 and 1939. Gold was discovered at Long Tunnel Mountain in 1882, at Yorkey's Surprise in 1892 and at Gold Top sometime around 1900.

Copper deposits about 12km south-southeast of Kilkivan at Mount Coora. Mount Clara and Peak commenced production in the early 1870s and were worked into the 1880s. The Mudlo copper mine about 8 km north-northwest of Kilkivan was worked sporadically between 1901 and the 1940s.

Mercury was discovered west of Kilkivan in 1872. and numerous simall deposits we'le exploited. War yi of these deposits were worked for short periods up until about 1900 and others worked occasionally up to 1945. Minor quantities of cinnabar have been reported from the Monsildale area, some 40km south of Kilkivan

The greatest activity in the region has been from gold mining in the Gympie district, which was discovered in 1867 and worked continuously until 1927. The Gympie Goldfield and extensions are held by GEGM. The Glastonbury Goldfield in the D'Aguilar Project area lies 15km west of Gympie. Gold was discovered in 1885 and was worked intermittently from then until 1970. The Monkland Mine at Gympie was reopened in 1994, commenced production from reserves in 1995-1996 and is now producing for Gympie Gold at an annual rate of around 50,000 ounces of gold.

The Mt Teitsel gold deposit in the D'Aquilar Project area was mined between 1908 and 1918, but there are no detailed records.

PRODUCTION

Gold and silver

Gold has been the most important metal mined, with a recorded production of 20,534 ounces of gold and 17,102 ounces of silver from the Kilkivan Mineral Field and neighbouring areas (Brooks & others, 1972) until the early '70s. Alluvial and hardrock gold production in total is estimated by DGL to be of the order of 190,000 ounces of gold. The alluvial deposits of West Coast and Fat Hen Creeks immediately east of Kilkivan contained the majority of the gold produced.

Production figures up to 1990 are known to be incomplete. Within the Kilkivan area itself. 10.546 ounces of gold was produced from 11 mines, with most of the production from the Rise and Shine (3,922 ounces), Shamrock (3,569 ounces), Yorkey's (1,511 ounces), and the South Burnett (1,318 ounces). Yorkeys and South Burnett are not in the DGL Gold Project area.

The Shamrock gold lodes were developed to 85 m (278 feet) depth during underground mining between 1886 and 1948. In this era, about 11,000 tons of ore were treated for 3,590 cunces of gold. 2.908 ounces. of silver and 56.9 tons of cooper, at grades of around etagnigo diardibileti wildogo etween reediand

independent geological
consultant's report

1993, another 9,408 ounces of gold were extracted in three open-pit campaigns: approximately 97,000 tonnes at a grade of 3.0g/t gold.

The Tableland Gold Mine, just north of Shamrock, was a small open pit which between early 1999 and April 2000 produced 5,016 ounces of gold at a grade of 4.2g/t gold.

At Manumbar Gold Mine, between 1994 and 1999, 293,400 tonnes of ore were mined from three pits and trucked to the Shamrock treatment plant. Approximately 49,000 ounces of gold were recovered at a grade of 5.2g/t gold. The previous miner reported that an indicated resource of 39,400 tonnes grading 7g/t gold remains immediately below the floor of the East Pit.

The Gympie Goldfield has a historic production of over 3,700,000 ounces (106,505kg) of gold and the current operation is producing at around 50,000 ounces per annum. The Glastonbury Goldfield was the second-largest goldfield in the Gympie district, but the recorded production is only 8,600 ounces (267kg) of gold.

Copper

Copper production was about 820 tonnes. More than half of this amount came from Calgoa, about 20km north of Kilkivan and outside the current DGL tenements. The Mt Coora, Mt Clara and Peak Mines on the Black Snake Plateau produced about 240 tons of copper.

Mercury and other commodities

The total recorded production is of mercury is 15,220kg. Small quantities of cobalt, manganese, iron, magnesite, talc, limestone-marble, serpentine and other construction materials have been quarried.

Modern Exploration

The Kilkivan district has received relatively little attention in terms of exploration expenditure, particularly in view of the widespread and diverse mineralisation occurring throughout the district. The MLs in the principal mining fields have been in force more or less continuously during the modern exploration era and the ground has been excluded from EPMs. For many years from 1966, the Kilkivan district was a "Departmental Exempt Area", proclaimed to allow small entities the right to mine and to exclude large company programs.

Intermittent exploration and restricted programs took place under the tenure of MLs.

Since the 1960s, both large and small companies have held or had control of EPMs and MLs in the region for mainly base-metal and gold exploration. These include, McIntyre Mines (Australia) Pty Ltd, 1968: Eagle Exploration Ltd. 1971: Noranda Australia Pty Ltd, 1971; Pechiney Australia Pty Ltd, 1971; Alliance Minerals Australia, 1973; Amoco Minerals Australia Co Ltd ("Amoco"), 1975; CSR-Pacminex ("CSR"), 1976; Otter Exploration NL, 1980; Freeport Minerals Co of Australia, Inc., which later changed its name to Freeport McMoran ("Freeport"), 1980; Scott Philips and Peter Andrews, 1984; Haoma North West, 1985; Carpentaria Exploration Company Pty Ltd ("CEC"), 1986; and Peko Wallsend Operations Ltd, 1986. In the late 1980s, surface work and reviews in the region were carried out by Valdora Minerals Ltd, Quest Exploration Associates, CRA Exploration Pty Ltd ("CRAE"), Cyprus Gold Australia Corporation ("Cyprus"), Beaumark Pty Ltd, Hoult Mining and Exploration Pty Ltd, Ross Mining NL, Palladin Resources Pty Ltd, Keela Wee Exploration NL ("Keela Wee"), Renison Ltd, Newcrest Mining Ltd ("Newcrest"), RGC Exploration ("RGC"), BHP Minerals Pty Ltd ("BHP") and Poseidon Ltd.

In 1976, CSR carried out extensive examination of interpreted porphyry prospects (Ortt's Creek, Green Rock and Gibraltar Rock) according to Queensland Geological Record 1996/4, which included drilling 10 diamond drill holes. In the early 1970s, Amoco drill tested Gibraltar Rock extensively for copper and there was some investigation for gold by Newcrest and RGC.

Freeport, 1980-82, carried out detailed prospect work at the Glastonbury Gold Field, including percussion and diamond drilling. Gympie Gold appraised the known mineralisation with trenches. adit sampling and 51 reverse-circulation percussion drillholes totalling 3,786 metres.

Very little work has been carried out in the Woolooga prospect area defined by Gympie Gold. Freeport conducted stream geochemical sampling and drilled the Thatchers and Itchy Quid prospects. Gympie Gold has carried out extensive geochemical sampling, trenching and shallow scout percussion drilling at the targets with the more promising

geochemical sample results. This work has identified about a dozen individual prospects in the Woolooga prospect area, which require further work.

At Mt Teitsel, Gympie Gold has completed soil sampling surveys and drilled 17 RC percussion holes for a total of 1.354m and one diamond hole of 206m lenath.

In mid 1998 Gympie Gold commissioned a lowlevel, detailed airborne magnetic and radiometric survey over all of its tenements, which include those in this prospectus. Gympie Gold has constructed a regional, multi-element, stream-sediment database which highlights the prospects of the Woolooga area as well as Glastonbury and Mt Teitsel.

In ML tenured ground in the Black Snake area. exploration and mining by United Reefs NL ("United Reefs") and Waraluck Pty Ltd has focused on known resources, particularly in the Black Snake district near the Shamrock Mine. More recently Five Star Resources NL and Australian Mineral Processors Limited have looked farther afield, but the activity has concentrated on the discovery and mining of high-grade tabular veins for treatment at the Shamrock CIP treatment plant.

D'Aguilar Gold Pty Ltd has reviewed the North D'Aguilar Block and Gympie region for large bulkmineable gold exploration targets.

Drilling in the Gympie gold field by Gympie Gold Ltd

D'Aguilar area based on interpretation from Queensland Department of Mines and Energy 1999 1:100000 Geological Series Goomeri.

Figure 3A - D'Aguilar Gold Project Regional Geology

Images - pseudocolour total magnetic intensity.

LEGEND

Project Area EPM outline.

Figure 3B - D'Aguilar Gold Project Regional Magnetics Combined Surveys

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5. Geology and Mineralisation 5.1 Regional geology

The tenements controlled by DGL are situated in a region best described as the North D'Aquilar Block. with several EPMs extending into the Esk Trough to the west (Figure 3A).

The North D'Aguilar Block is a late Palaeozoic structural block within the New England Orogen, situated 60km to 210km north-northwest of Brisbane. It is more than 150km long and around 50km wide, trends north-north-west and forms the highest part of the coastal ranges north-west of Brisbane with an average elevation of 500m. Most of the rocks represent the deformed and metamorphosed remnants of an accretionary complex generally interpreted to have formed during subduction in the Late Devonian to Middle Carboniferous. The deformed basement rocks contain several fault-bounded serpentinite bodies, are intruded by Permo-Triassic granitoid plutons and enclose early Permian marine fault-bounded basins containing rift-fill sediments and volcanics.

The Triassic Neara Volcanics is the most extensively exposed formation within the Esk Trough and consists predominantly of andesitic agglomerate and conglomerate with andesitic flows, tuffs, shale and minor interbedded acid volcanics. Outliers of the Neara Volcanics occur within the North D'Aguilar Block around Manumbar and further north near Kilkivan.

Palaeozoic rocks -Devonian and Carboniferous

The largest area of continuous outcrop of Palaeozoic rocks is located from Kilkivan to about 40km south of Kilkivan. Rocks in this area include phyllites, schist, greenstone, amphibolite, serpentinite, minor limestone and marble, slate, mudstone, chert and jasper. Palaeozoic rocks have been folded along north to north-west axes and dips are mainly to the west. Low-angle thrusting within the sequence is interpreted to have shifted slices of the upper stratigraphy within the package eastwards over lower serpentinite units. The Devonian-Carboniferous is thus separated into two plates: a weakly metamorphosed overthrust upper plate and a more greatly deformed lower plate, Figures 3A and 4. In the northern tenements, the Palaeozoic is unconformably overlain by the Triassic Neara Volcanics.

Serpentinite

Serpentinite is the most extensive rock type in the Kilkivan area. Lithologies consist of metamorphosed serpentinite and serpentinitematrix melange. The most common lithology is melange, consisting of a variably foliated framework of pebble to cobble sized, subangular to subrounded fragments of serpentinite and lesser mafic greenschist, in a fine-grained serpentinite matrix. Two large marble bodies occur within serpentinite south and south-west of Kilkivan.

Plutonic rocks - North D'Aguilar Block

Twenty-two (22) named intrusions have been mapped in the North D'Aguilar Block and the Queensland Geological survey and various explorers have mapped numerous unnamed plutons. They include granitoids with I- to S-type affinities, ranging from Carboniferous to Triassic in age. Older, Carboniferous granites are foliated, but younger Permo-Triassic bodies are undeformed. The granites spatially associated with mineralisation at Kilkivan and Black Snake areas are: the Boonara Granodiorite (early-middle Triassic) to the north and east, the Station Creek Adamellite (early-middle Triassic) to the south-east and the Claddagh Granodiorite (Carboniferous) to the west and south of Kilkivan.

The Black Snake Porphyry is an intermediate feldspar porphyry stock spatially associated with the mineralisation in the Black Snake Mining Field. Many other porphyritic intrusive bodies crop out in the Mining Fields of Cinnabar, Kilkivan-Long Tunnel, Scrubby Creek, Mt Mudlo, Gibraltar Rock and Bongmillerer (Figure 2), and at the Kabunga. Jimmy's Scrub, German Gully-Elginvale, King Creek and Peenam prospects.

The Triassic granitoids and porphyries are massive and interpreted to be intruded along zones of weakness caused by previous thrusting and strikeslip faulting in a weak, relatively cold crust during a late orogenic event, Figure 4.

DGL's most important prospects, including Mt Clara, Shamrock and the Magus, occur close to the Black Snake Porphyry. At the Mt Clara Prospect, porphyritic dykes of intermediate composition are closely associated with the mineralisation. North of the early Triassic Mt Mucki Complex, about 5 km east of Woolooga township. a mainly concealed

intrusive complex contains the gold mineralisation of Devils Mountain (Itchy Quid) and other workings.

The Triassic granitoids and porphyries are nonfoliated and interpreted to be intruded during a late orogenic event into a weak, relatively cold crust, along zones of weakness caused by previous thrusting and strike-slip faulting, Figure 4.

5.2 Structure and tectonics

The late Devonian geology is poorly understood, but the current view is that the continental margin incorporated an inferred volcanic arc to the west and a fore-arc basin (Yarrol fore-arc basin) to the east. In the present core of the D'Aquilar Range the uplifted and eroded remnants of Devonian ocean floor are now exposed as flat-lying slices of serpentinite and metamorphosed sediments and volcanics, (Goomeri 1:100,000 geology), (Figure 4). Crustal faulting in a north to north-west direction has been the primary weakness along which younger faulting has been transmitted. Dilatant north-east trending fractures and lineaments are seen in the geology and geophysical imagery. Both sets of fractures are interpreted to partly control the location of late intrusions and mineralisation of the Triassic age.

5.3 Mineralisation

All known precious and base metal lode mineralisation in the D'Aguilar Block appears to be genetically related to intrusive events (Figures 2 and 3A). VWPL has categorised deposits on the relationship with major granitoids, stocks or dykes based on observed field relationships of previous workers and DGL staff. The names given to mining fields in this report are either adopted from earlier reporting or have been assigned.

The most important parent metalliferous granitoids are interpreted to be the early-middle Triassic Station Creek Adamellite (veins with copper, lead, zinc, silver and gold) and the late Triassic "Mudlo Granite", part of the Boonara Granodiorite (mainly veins with copper and molybdenum). In both, copper has been the principal metal mined. With the exception of Gold Top, gold mineralisation occurs associated with Triassic porphyry intrusives in the core of the North D'Aguilar Block, stretching from approximately 10km north of Kilkivan, to 15km south of Kilkivan into the Black Snake Plateau. These porphyries are interpreted to be late-stage

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Prepared by Veronica Webster Pty Limited ra Prospectus hrichia

LEGEND

Triassic plutons Permian volcanics and sediments Carboniferous granitoids Devonían - Carboniferous volcanics and sediments RANA Serpentinites Metamorphics associated with Carboniferous granitoids

Figure 4 - D'Aguilar Gold Project Regional Geology Semi-Idealised Section (refer Geology Map Figure 3A)

differentiates of the parent mineralising granitoids referred to above. As previously mentioned, many of the Mining Fields contain intermediate stocks and dykes such as the Black Snake Porphyry in the Black Snake Mining Field (Figures 2 and 7). However, it is probable that many more intrusives of similar composition and mineralised association lie concealed, especially beneath areas that show some form of surface mineralisation. Many of the mineral deposits in the Kilkivan area are located upon major north to north-west striking zones of structural weakness. The Mining Fields (Figure 2) follow this trend, which could serve as the general loci for intrusive bodies and accompanying hydrothermal activity. In detail, the northeast-trending lineaments and the intersections of north-east with north-west trending structures are suspected to contro! mineralisation. The Shamrock Prospect and Long Tunnel Mountain Prospects are examples of this complex structural control.

The Gibraltar Rock prospect, approximately nine kilometres east of Kilkivan. shows alteration zones. similar to the peripheral parts of known traditional copper-gold porphyry systems, minely dissent hated pyrite and chalogoyn'te doout over an area of

approximately 12km² in phyllically altered Neara Volcanics and bulk copper grades average out at about 0.1% copper. Other examples of recognisable copper-gold porphyry alteration are reported to be at Wongella Prospect (north-west of Kilkivan), near Gold Top.

The gold and base-metal mineralisation of the D'Aguilar Block shows features dominantly of polymetallic mesothermal veins in a variety of simple to composite systems, breccia zones and alteration zones. There are some epithermal vein characteristics in the veins at Gold Top Mining Field, and occasionally elsewhere, usually in the form of chalcedonic, amorphous to saccharoidal silica. Such veining has been observed at a locality south of Mt Clara and Dranes Gully. Gold assay results are elevated. but low.

The mercury deposits of the region are considered to be epithermal in origin. Epithermal systems are often interpreted to be related to base and preciousmetal porphyries at depth. but the distance may be measurable in kilometres or at least several

In conclusion, the D'Aguilar Block mineralisation contains outcropping base and precious-metal porphyry systems and evidence for concealed systems at variable depths.

5.4 Remote Sensing of Geology and Mineralisation - Geophysical Surveys

Magnetic surveys are one of the most powerful mapping tools available to modern exploration. Furthermore, some styles of mineralisation are directly detectable because of their magnetic characteristics. In consequence, modern regional integrated exploration programmes invariably include high-resolution airborne magnetic surveys. Magnetic surveying is normally carried out in conjunction with radiometric surveys, which are also useful in geological mapping and recognising alteration associated with mineralisation.

For the DGL programmes, airborne geophysical surveys and the interpretation of existing survey data are a crucial first step in the exploration process. Three aeromagnetic surveys have been completed. over the D'Aguilar Block region: two regional surveythe Kilkivan-Black Snake Goldfields area.

Magnetic aureole $\overline{c}$ Non-magnetic granitoid $\mathbf{3}$ Other granitoids - intermediate complexes of $\overline{4}$ Orits different magnetic characteristics $5¹$ Mount Clara D'Aguilar Gold Pty Ltd, Australian Resource $6¹$ Management Pty Ltd and Navaho Pty Ltd EPMs $\overline{7}$ $\bf{8}$

• North-east fault
• Thrust
• North-west trends

PROSPECTS / TARGETS $\mathbf{1}$

• Gold Top
• Cinnibar Field
• Long Tunnel
• Dranes Gully
• Pembroke
• New Zealand
• 9 Tableland
• 10 Shamrock Mine
• 11 Magus Porphyry

12 Collins Creek Cu Prospect

• 13 Jimmy's Scrub
• 14 King Creek
• 15 Manumbar
• 16 Peenam
• 17 German Gully/Elginvale
• 18 Mount Mudlo
• 19 Gibraltar Rock
• 20 Woolooga
• 21 Glastonbury

Prepared by Veronica Webster Pty Limited for inclusion in this Prospectus.

Figure 5 - D'Aguilar Gold Project and Surrounding Districts Magnetic Data Preliminary Interpretation

compilation of the Gympie 250,000 Sheet multiclient survey (flown by Austirex in the mid-1980s at 1km line spacing) and local company surveys with variable data quality. This compilation of magnetic data was generated in 1994. The radiometric coverage is not as complete, with no data available for the central area of interest.

The available regional geophysical data comprise a

All of the above surveys are invaluable for interpreting rock types, mineralisation trends, and alteration at depth and in areas of cover, but the regional surveys are more suitable for the detection of large-scale features, Figure 5. However, the preliminary interpretation in Figure 5, carried out by an independent experienced geophysicist, illustrates the potential to generate targets, and the process will be greatly enhanced once more detailed aeromagnetic data are acquired.

Magnetic surveys sometimes can be direct pointers to mineralisation and alteration. In the DGL Gold Project area, the Shamrock mineralisation contains magnetite which is erratically distributed, but overall is likely to amount to a few per cent of the mineralisation. In this locality, the Black Snake Porphyry body is not highly magnetic, but a magnetic aureole is interpreted on the western margin. Intrusives with varying magnetic intensity are recognised on Figure 5, as are positive magnetic aureoles. Positive and negative features which may be pathfinders to concealed intrusive bodies and accompanying mineralisation, constitute the macrotargets from which more specific exploration develops from conjunctional geochemical and geological studies.

Although it is established that north-west trending lineaments largely control the emplacement of intrusive bodies and associated mineralisation, the magnetic surveys show evidence for the presence of arc-normal tension faulting in a north-east direction. Several granitoids seem to be displaced by structures of this north-east orientation and subdomain boundaries are also aligned in this direction. These interpreted faults also disrupt interpreted linear bedding features within the Esk Trough. A north-east structural control is interpreted for the intrusive-related mineralisation at Woolooga, أفعا فأكالا والاعتراض بالفاقا

Thus an understanding of this fracture pattern could be significant for intrusive-related and structurally controlled mineralisation in the D'Aguilar Block and Gympie Province.

6. Exploration Philosophy and Models

6.1 Exploration Targets - history and concepts DGL intends to explore for intrusive-related, golddominant mineralisation rather than traditional base and precious-metal porphyry-style mineralisation. This is a relatively new concept and some understanding of the exploration history of the region is necessary to show the difference the new model could have on exploration programs.

The prevailing metal and financial market conditions and the degree of understanding of the mineralised environment frequently determine modern exploration programs. In the D'Aguilar Block and Gympie region the history of exploration followed the following trends.

During the 1960s and 1970s, bulk low-grade copper mineralisation was a prime target and explorers often invoked classical base and preciousmetal porphyry mineralisation models ("porphyry style") developed from deposits studied in North America and the south-western Pacific regions and applied them to eastern Australia. The general features of the models are as follows:

• (a) host intrusives range from quartz diorite, granodiorite to granite/rhyolite composition,
• (b) multiple intrusions, breccias and pebble dykes are common.
• (c) mineralisation commonly ranges from copper/molybdenum, copper/gold to gold,
• (d) alteration is typified by quartz-pyrite-sericite assemblages, which grade outward to chloriteclay zones, and
• (e) potassic (biotite) cores of alteration are present sometimes.

A number of porphyry-style deposits have been discovered in Queensland. The largest copperbearing porphyry in the D'Aguilar region is the Collocations described to the connection gib 3%. copper), which is located about 50km north-west of Kilkivan. Near Kilkivan, in the DGL Gold Project, the prospects of Gibraltar Rock and Wongella have also been identified as porphyry-style.

With the resurgence of gold exploration in the 1980s, there was a shift in exploration towards goldrich mineralisation models. The high-grade epithermal style was a very attractive economic target. This era produced the discovery of Mt Rawdon, which is located in the Mt Perry District some 100km north-west of the Kilkivan district. Mount Rawdon is a large breccia pipe (1987 resource estimate of 22 million tonnes grading 1.2g/t gold and 4.2g/t silver), which is currently being mined by Equigold NL. Since 1980, the veins of the Gympie Mineral Field have been reassessed and are currently being mined successfully by Gympie Gold. During the 1990s, in the DGL Gold Project area, the Shamrock gold deposit and nearby deposits were mined and the Manumbar vein gold deposits were discovered and mined.

The majority of gold-bearing quartz veins in the Kilkivan district are regarded as mesothermal in origin (mesothermal:- a hydrothermal mineral deposit formed at considerable depth and in the temperature range of 200°-300°C). The D'Aguilar Block gold-vein mineralisation, such as that associated with the Black Snake porphyry, is usually spatially associated with intrusive bodies. The vein deposit fluid origin is therefore probably late magmatic-hydrothermal, containing dominantly quartz and subordinate calcite as the main gangue minerals. Copper and other base-metal sulphide minerals are ubiquitous constituents and magnetite is common. The quartz gangue of the veins commonly shows textures of usually mesothermal and occasionally epithermal styles.

In the past, the D'Aguilar Block geological setting has been interpreted as a suitable terrane, even an ideal terrane, for a number of deposit styles. including traditional porphyry-style and epithermal gold-style deposits. In reality, although many deposits within a class bear similarities, they differ in detail. In the D'Aguilar Block, the mineralisation detail will be unique to that terrane.

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Recently, Lang et al (2000) proposed a new, globally widespread class of "intrusion-related" deposits in which gold is the principal commodity. The plutons associated with these deposits span a broad range in both age and composition. It can be interpreted that intrusive-related deposits are related to the traditional base and precious-metal porphyry deposits. Lang et al (2000) cite examples throughout the globe, and the deposits are geologically diverse, occurring in sheeted vein systems, fracture systems, as skarns, in dykes and stocks, and invariably associated closely with the intrusive margin and its aureole. Many intrusionrelated gold system deposits contain greater than three million ounces of gold. The recent discovery of the very high-grade Pogo deposit in Alaska (9.98 million tonnes grading 17.89g/t gold) affirms their attractiveness as an exploration target.

VWPL has recommended that the newly categorised "intrusive-related" style of mineralisation is more likely to exist in the D'Aguilar Block terrane than does the traditional porphyry style. Therefore exploration should focus on the geological characteristics of the intrusive-related style. Previous explorationists may have overlooked the potential for intrusive-related mineralisation while searching for traditional porphyry-style mineralisation.

The exploration models for traditional porphyry styles and "intrusion-related" styles of mineralisation are sufficiently diverse and overlapping, so that no one feature can be used reliably as a diagnostic feature. VWPL has listed a number of key characteristics of the two models, which could be important for exploration targeting and discrimination in the D'Aguilar terrane (Table 3).

Prepared by Veronica Webster Pty Limited for inclusion in this Prospectus.

Figure 6 – D'Aguilar Gold Black Snake Plateau District Mineralisation Model

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	Traditional base and precious-metal porphyry-style mineralisation	Intrusive-related gold-dominant mineralisation
Principal commodity	Copper	Gold
Volume and grade of ore targets	Up to several hundred million tonnes of low-grade ore	$>$ ten to tens of million tonnes: variable high-grade ore
Alteration	Widespread alteration often extensive outside the host intrusives: concentric zones of alteration	Restricted zones of alteration associated with veins
Mineralisation	Disseminated, classical stockwork veins	Often sheeted veins with narrow alteration selvages
Setting and hosts	Mineralisation widespread in host intrusives and country rock	Mineralisation commonly associated with the margin and aureole of host intrusive
Geological evidence for concealed mineralisation	Weak, pervasive alteration 13월 12일 2월 20일	Mesothermal "leakage" veins

Table 3 Some characteristics of traditional base- and precious-metal porphyry-style mineralisation and intrusive-related gold-dominant mineralisation

Lang has drawn attention to great diversity within the intrusive-related model itself in both the detailed geological setting and age of the deposits. Depending on the depth of formation, the geochemistry and mineralogy of intrusive-related deposits will change. These deposits may be located within the intrusive, in the host rock at the margin of the intrusive, farther out in the aureole, or a few kilometres from the intrusive. The structure and geochemistry of the host rocks will to some degree control the morphology of the mineralisation.

The large area of the DGL Gold Project covers geology which is sufficiently complex to prevent the selection of a single, clearly-defined exploration target model or suggest which deposit styles are the most likely to exist. For those prospects under investigation, the geological information is insufficient for VWPL to suggest exactly where each prospect might fit into Lang's classification.

Nevertheless. VWPL believes that intrusion-related gold mineralisation styles are valid targets in the D'Aquilar Block.

As a consequence of the individuality of the D'Aguilar Block terrane, direct analogues for the D'Aguilar exploration target cannot be cited. The mineralisation at Cadia Ridgeway gold-copper porphyry deposit, near Orange, NSW, is a "late magmatic-early hydrothermal style" (Newcrest Mining Staff. 1998), which VWPL would classify as intrusive-related, it has a number of comparable features to the vein mineralisation in the Black Shake Mining Field and the proposed model for DiAcullar intrusive-related mineralisation:

• both are related to intrusives of similar intermediate composition and size to the Black Snake porphyry.
• at Cadia Ridgeway the mineralisation is intense adjacent to the porphyry margin and weakens upwards, laterally and into the intrusive.
• the Cadia Ridgeway discovery was by detection of an outer halo "leakage vein".
• Cadia Ridgeway mineralogy is very similar to Shamrock veins - chalcopyrite and magnetite are major constituents. Hydrothermal alteration comprises potassic: biotite, orthoclase, magnetite with outer propylite.

Cadia Ridgeway is an ore body containing an indicated resource of 44 million tonnes grading 2.6g/t gold (nearly 3.7 million ounces of gold) and 0.82% copper.

6.2 An intrusion-related mineralisation model for the Black Snake plateau district, North D'Aquilar Block.

As previously discussed, the Kilkivan-Black Snake Goldfield is situated in an area of flat-lying thrust faults along the western margin of the D'Aguilar Block that affect mainly the sediments (siliceous phyllites), volcanics and serpentinites of Devonian and Carboniferous age, Figure 4. These thrusts are dated as late Permian and pre-date the Triassic intrusions, but some faulting may have continued through to the Triassic.

Triassic intrusives with accompanying gold and chroer bearing mineralisation have been emplaced. along zones of weakness caused by previous

thrusting and strike-slip faulting and late-stage. north-east trending dilatant cross-faulting. There has been ample opportunity for the containment or damming of mineralisation beneath and between less-fractured blocks with lower permeability. Alteration within the host rocks has been channelled along weaknesses and the alteration will be confined rather than pervasive. It will be variable and most intense in structural weaknesses, minimal within nonreactive phyllites and siliceous igneous intrusives and difficult to recognise in serpentinite, which is an alteration product itself. This model, which is just one which might be applicable in the Black Snake plateau district, is portrayed in Figure 6. The model is applicable to the Mt Clara prospect, Figure 8.

In general, bulk mineralisation may take either the form of stockworks or vein swarms near the upper parts of intrusive stocks, or be breccia and fault controlled either within or at the contacts of major rock types. Skarns are possible within calcareous lithologies that occur in the Kilkivan district.

6.3 Exploration Objectives

DGL has two exploration target objectives:

(1) Bulk Targets containing greater than one million ounces of gold equivalent

This is the more important objective, which will test the known Mining Fields (Kilkivan-Black Snake, Manumbar; Mt Clara-Mt Coora, Jimmy's Scrub, Mt Mudlo, Gold Top. Cinnabar) and developing prospects (King Creek. German Gully-Elginvale, Peenam) and environs for major mineralisation that may attain the metal content of world-class ore

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source of the vein deposits within the Mining Fields and specific prospects, which will be in an intrusive-related environment, or possibly in a porphyry copper-gold style setting, peculiar to the D'Aguilar Block. Rather than merely testing for extensions to the veins, DGL will test for larger, buried mineralised systems. A notional economic target is envisaged of at least one million ounces.

(2) High-grade accessible gold resources

DGL will seize opportunities to provide local feed for the 150,000 tonnes per annum Shamrock CIP treatment plant, which is currently on a care and maintenance basis.

It is conceivable that some drilling for deep targets (objective 1) may discover mineralisation that is suited to this second objective.

VWPL infers from the mineralogy and alteration around gold and base-metal veins associated with intrusive bodies in the D'Aguilar Block that some might be a guide to concealed targets of economically attractive bulk-mineable deposits. The veins themselves are secondary targets.

Providing DGL contributes the required effort towards exploring the tenements, VWPL considers that the target objective of discovering one million ounces of gold is realistic.

1. Drilling specific targets of the intrusive-related, copper-gold style: possible bulk-tonnage mineralisation beneath surface mineralisation Deep drilling for intrusive-related targets will be based on geological assessment of surface mineralisation combined with interpretation of detailed geophysical surveys. For some prospects, in a small area of the tenements at the Black Snake area and for Woolooga, Glastonbury and Mt Teitsel. detailed magnetic surveying data are available. A more comprehensive survey is planned over a wider area of the tenements.

Detailed geophysical surveys cover the area from south of the Black Snake Porphyry to north of the Mt Coora Mining Field and here deep-drilling targets have been selected at Mt Clara, Shamrock and Magus Porphyry. At these prospects, known mineralisation will be tested at depth. In order to select an appropriate depth to drill, an independent experienced geophysicist has carried out interpretation using arbitrary but reasonable magnetic susceptibilities for the host and intrusive rock types. Limited magnetic susceptibility measurements on surface specimens confirm the appropriate order of magnitude for these assumptions.

At this stage, deep-drilling exploration of this category is speculative and carries a high risk. Refer to Figure 7 for the geology and the location of drill targets.

Bulk mining the Manumbar Mine (circa 1998)

At Glastonbury the interpreted source of the vein system south-east of the area of historic workings will be deep drilled. The target at Mt Teitsel is a concentration of gold mineralisation at the intersection of sheeted quartz veins and mafic dykes and the Neusavale arsenic anomaly east of Mt Teitsel.

To the east, the Woolooga intrusive complex contains 15 to 20km² of prospective terrane. Several percussion holes are required to test numerous geochemical anomalies within granodioritic to dioritic host rocks.

Deep-drill targets will be developed in due course at several other prospects after acquisition of detailed airborne magnetic cover and further geological and geochemical studies. These include: Long Tunnel Mountain, Jimmy's Scrub, German Gully-Elginvale, Peenam, Gold Top, Gibraltar Rock and Cinnabar.

All the prospects at which deep drilling is planned or will be considered contain evidence of mineralised Triassic porphyry of dioritic to granodioritic composition, together with recognised hydrothermal alteration, known gold mineralisation or strong geochemical anomalism. For some, a magnetic and/or radiometric feature may be attributed to mineralisation.

The prospects selected for deep drilling have been listed in Table 1, in the summary of this report.

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Figure 7 - D'Aguilar Gold Project Black Snake Area Geology

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consultant's report

7.1 Mt Clara Prospect

The Mt Clara copper workings are situated about one km west of the Mt Coora Copper Mine and smelter and were worked in the 1870s. Although now inaccessible, the workings consisted of adits and declines driven into a steep hillside, which is mainly composed of serpentinite. Copper carbonate and sulphide mineralisation is contained in steeply dipping fractures, striking north to north-west, within an altered mafic rock which appears to form dykes that dip west. Other small dykes of granodiorite to diorite composition, containing traces of copper carbonate, crop out near the workings. Historic reports indicate that the declines entered a zone of mineralised diorite intrusive below the serpentinites and greenstones that host the upper part of the deposit. Rands (1886) and Ball (1915) report grades of 3.5% copper and lode thicknesses of six to 10 feet down to 50 feet below the surface. An assay of altered intrusive rock from the bottom of the decline yielded 7.13g/t gold, 31g/t silver and 13.2% copper (Queensland Department of Mines, 1962).

The serpentinite around the deposit is altered and depleted in magnetite according to DGL geologists. The serpentinite in the hanging-wall of the copper mineralisation has been altered to rodingite, which is an altered ultramafic rock typically rich in grossular garnet and calcic pyroxene, and enveloped in serpentinite. Epidote, vesuvianite and other calcium-rich minerals are commonly present and represent the products of metasomatic alteration, possibly associated with a deeper mineralising system. In the valley east of Mt Clara, the serpentinite is hornfelsed and is rich in magnetite.

DGL geologists and VWPL are of the opinion that a mineralised diorite stock concealed below serpentinite at Mt Clara could be responsible for the hornfelsing and alteration seen at Mt Clara. The mineralised mafic dykes are part of the system that has intruded along zones of weakness

A positive magnetic feature is present over the Mt Clara mineralisation, where a concealed mafic intrusive is prognosticated. The magnetic response is interpreted to be partly caused by serpentinite, which can be expected to mask or depress the expected magnetic response from a postulated deep mafic intrusive containing magnetite rich mineralisation. Geophysical modelling suggests a

shallow depth to the top for a theoretical diorite host target of around 250m, Figure 8.

DGL will drill test the magnetic feature, initially with a 400m hole, Figure 8.

7.2 Shamrock Gold Mine South-east Prospect

The Shamrock Mine is a complex shear-hosted system or multiple fault-hosted vein. Ganque minerals include a low quartz content, potassic feldspar, tourmaline, magnetite and sulphides. Magnetite accompanies the gold mineralisation, usually as a gold-free constituent of the lode and sometimes with gold contained in micro-fractures in magnetite crystals. The possibility of mining for magnetite was investigated by WG Runge in 1973. Inspection of the longitudinal section of underground workings and drill information suggests that the mineralisation plunges to the south-west. Figure 9.

Disseminated mineralisation has been intersected in previous drilling at the Shamrock over drilled widths of between 20m and 53m. The best intercept is 21m grading 2.25g/t gold. This supports the rationale for drilling for a deeper bulk-mineable gold target at the Shamrock. The intersection details are given in Figure 9.

Positive magnetic features to the south-east of Shamrock Mine could be caused by a magnetic body estimated to have a depth-to-top of 150m to 350m, but the features are likely to be caused in part by serpentinite, which crops out to the south. DGL propose to drill an angled hole of 400m length to test the magnetic feature at the projected extensions of the Shamrock mineralisation where it is estimated to intersect the contact of the Black Snake Porphyry body and the serpentinite. This is interpreted to be the most likely dilational feature associated with the system that could provide a bulk-mineralised target (Figure 9).

7.3 Magus Porphyry Prospect

The Magus Porphyry prospect, Figure 10, is located on the southern margin of the Black Snake Porphyry some 600m south-east of the Shamrock Mine, Figure 7. A 41 ppb bulk-leach gold-stream sediment sample result was traced to a zone of jointed, veined and mineralised granodioritic porphyry containing disseminated chalcopyrite and pyrite mineralisation. Interpretation of magnetic data has shown a magnetic "low" to be coincident with the western dipping contact where it is

adjacent to altered Black Snake Porphyry. Field mapping shows propyllitic/potassic and sulphidic alteration, which might cause the negative magnetic feature. A higher radiometric response for potassium is probably caused by the alteration.

Rock chip sampling of altered andesite porphyry has returned elevated geochemical contents of copper (up to 781 ppm) and silver (up to 3.1 ppm). A sample of a quartz tourmaline vein assayed 0.4 q/t gold.

DGL will drill to test above and below the western dipping contact on section 7 098 500N (Figure 9), but the intensity of mineralisation in this locality demands a tenacious approach. Geophysical and geochemical techniques should be applied to generate more targets in the area as the target is speculative at this stage.

7.4 Long Tunnel Mountain and One Mile Creek Prospects

The Long Tunnel Mountain and One Mile Creek prospects are about 3km east-southeast of Kilkivan in an area of about 8km², containing scattered alluvial and hard-rock workings. Recorded gold production is in the order of hundreds of ounces for the hard-rock mining and at least 95,000 ounces for alluvial mining. The alluvial deposits in the lower reaches of West Coast and Fat Hen Creeks account for the majority of the alluvial gold. A satisfactory hard-rock source for the alluvial gold has yet to be identified.

The host rock to gold mineralisation at Long Tunnel Mountain is a quartz-feldspar porphyry unit showing variable pyrite and sericite alteration. Previous work has discovered high-grade "patches" of gold mineralisation located at or near the contacts of intrusive diorite and

Continued page 55

Flight Line 7102800mN Modelling of Magnetic Data

Figure 8 - D'Aguilar Gold Project Mt Clara Prospect Section 7102800mN

Flight Line 7098500mN Data Profile

Figure 10 - D'Aguilar Gold Project Magus Prospect Section 7098500mN

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quartz-feldspar porphyry. This mineralisation has been mined by both underground and surface workings with underground driving aggregating up to 350m. Widespread shallow workings extend over a 600m strike. Sampling of mine workings records elevated gold assay results associated with limonite, manganese and clay on joint systems within the porphyry.

In 1986, Cyprus drilled the system with the goal of outlining a low-grade, open-pittable deposit. Several low-grade intersections above 30m depth were obtained in Airtrac drilling (eight holes for 319m) and above 134m in reverse circulation ("RC") percussion drilling, which confirmed that gold mineralisation is widespread. Cyprus concluded that there is "moderate potential to locate small tonnages of medium to high-grade gold values at intermediate depths", on the basis of intersections such as 15g/t gold in MBRC-3, from 52m to 54m down hole and 5.7q/t gold from 54m to 56m in MBRC-4.

The details of the controls on the gold mineralisation are not well understood and all of the Cyprus drilling was oriented in one direction. The joint system requires examination for the directional controls and mineralogical controls for gold. The gold grain size has not been assessed. A large number of old workings are close to the contacts of the quartz-feldspar porphyry and the country rocks, especially the western contact, and this contact which was only partially tested by drilling.

In the area of workings, DGL intends to evaluate the character of the mineralisation, carry out pattern drilling and a program of bulk sampling and metallurgical testing. During a recent surface sampling program covering the western part of the prospect, extensive quartz outcrops were sampled, with one sample yielding 10% copper. Quartz reefs, which have not been drilled, remain prospective and therefore will be tested by DGL.

After acquisition of detailed aeromagnetic survey cover, the Long Tunnel Mountain-One Mile Creek area will also be examined for targets of concealed porphyry system/intrusive-related mineralisation.

7.5 Other Deep Targets in the D'Aquilar Gold Project

DGL have identified several other sites at which the general geological setting and surface mineralisation encourage the investigation for deeper targets. The

detailed magnetic and radiometric features at the following prospects will be geophysically modelled and considered for drilling when results of detailed aeromagnetic surveys are available.

7.5.1 D'Aquilar Block

Dranes Gully Prospect. This prospect covers about 5km² of drainage area where rock-chip samples from float in streams assayed up to 17.1g/t gold. The prospect contains altered serpentinite, slaty schist and limestone. Recent fieldwork has outlined a zone of previously unmapped workings on a shear system up to 5m wide and 150m long. Assay results have returned from between 7.56 to 17.4g/t gold and as high as 527g/t silver. Strongly magnetic features at Dranes Gully may not be caused by serpentinite but by buried intrusive bodies.

Ortts Prospect. Historical production records that high silver grades were mined (11 tonnes for 23.7kg). Recent rock-dump sampling in 1998 yielded up to 8.12g/t gold, 240g/t silver, 5.9% lead and 1% zinc. Arsenic and bismuth are anomalous. The Ortts system consists of two parallel quartz fissures lodes in andesite, each up to 2m wide and traceable for a length of 270m.

The Ortts and Dranes Gully Prospects are interpreted to be associated with a dioritic-intrusive cropping out on the west side of Mt Sinai.

Collins Creek Copper Prospect. In 1997, rockchip sampling in outcrops of metabasalt-hosted mineralisation, south-west of the Shamrock Mine workings, recorded 1.5g/t gold, coincident with a zone of low magnetic intensity. Recent mapping and sampling by DGL immediately north of Collins Creek Copper prospect has outlined a zone of jointing, veining and sulphide mineralisation up to 200m long and 150m wide, in Devonian-aged volcanics and sediments, that contain numerous gossanous outcrops. Up to 126g/t silver and 3.35g/t gold have been recorded in rock-chip samples from the gossans.

Jimmy's Scrub Prospect, Kabunga Prospect

and environs (ML 3732) is contained within a potassic-altered dioritic porphyry close to the contact with serpentinite. United Reefs drilled a sheeted set of gossanous quartz veins in 1988. A resource was announced by the company of up to 8,000 tonnes grading 10 g/t gold, (Waraluck Ltd Prospectus 1993), which was greatly influenced by extremely highgrade, near-surface gold values commonly ranging between 100 and 400g/t gold in rock chip and channels samples collected across old adit faces. This resource must be considered inferred, but the gold fire-assay methods conform to industry standards. Previous investigations and sample assaying has been confined to the high-grade vein system. DGL intends to test the deeper projected zones of mineralisation and potassic alteration.

The area has been subject to an electromagnetic survey outlining a number of untested targets. Fieldwork will be directed also to the examination of other recorded workings within the porphyry.

Gibraltar Rock and environs. DGL's wholly owned subsidiary Navaho Mining has applied for a 46 sub block (142km²) EPM over the Gibraltar Rock porphyry prospect, 11 km east of Kilkivan.

In 1974 to 1975, Amoco outlined a large zone of hydrothermal alteration and brecciation, over 12km². immediately south of Gibraltar Rock. Eventually Amoco drilled nine vertical diamond drill holes and one angled hole for a total of 2.440m. The holes were spaced widely throughout the 12km² zone and ranged in depth from between 120m to 504m.

The drilling intersected widespread low-grade pyrite and chalcopyrite mineralisation with traces of galena and sphalerite. The best intersection was 26m grading 0.2% copper. Limited Au sampling failed to return any results greater than 0.1g/t gold.

In the 1980s, Cyprus and RGC completed drainage sampling, ridge and spur rock-chip sampling, gridded soil sampling and general reconnaissance in the Gibraltar Rock region. Both companies re-sampled the Amoco drill core. The best core assay value of Cyprus sampling was 0.03g/t gold. Later, RGC re-sampled all remaining core from the Amoco drill holes for gold by fire assay at 1.2m intervals. All samples, 400 in all, reported at or below the detection limit of 0.02ppm gold, except one of 0.04ppm gold.

The steam-sediment geochemical sampling of RGC discovered a number of geochemical anomalies. At one, the source of the mineralisation was found to be an extensive pyrite-rich dioritic-intrusive intruding the Station Creek Adamellite at the intersection of two faults. The diorite was cut by mesothermal quartz-sulphide veins, which assayed up to 24g/t

$[55]$

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gold. However, there was no alteration or stringer vein halo, and the deposit was not considered to have any tonnage potential. However, it might be a guide to deeper mineralisation of greater importance.

A number of north-east trending lineaments and interpreted magnetic aureoles are present in the vicinity of the widespread anomalism at the Gibraltar Rock prospect. DGL intends to prospect in the Gibraltar Rock district using detailed airborne magnetic features as the focus for further sampling and deep drilling for concealed mineralisation.

Mt Mudlo, Gold Top, Scrubby Creek and Wongella prospects. DGL have not yet appraised the potential of and designed programs for these prospects and mining fields, which have historic records of high-grade gold and copper associated with intrusive rocks. These areas have received some limited drilling and geological investigations, but not comprehensive programs.

7.5.2 Intrusive-related prospects in the Esk Trough

DGL intend to review the previous work and detailed geophysical information at the prospects of German Gully, Peenam, King Creek and the Cinnabar Mining Field. Detailed geophysical modeling will be necessary to generate targets, which are possible mineralised intrusives. Drilling activity is scheduled mainly for the second year of the exploration programs.

German Gully-Elginvale Prospect. The Elgin Vale Prospect occurs within a dioritic intrusion and mineralisation consists of pyrite, chalcopyrite, gold and silver in quartz-calcite veins. Alluvial gold was first worked during 1870s and three quartz reefs were mined. One reef can be traced for 600m along the strike.

In 1990-91, CRAE undertook exploration which culminated in drilling six holes into a gold-in-soil anomaly and three holes under old workings. In the drill holes within the gold-in-soil anomaly. overall gold assay results improve with depth along with an increase in alteration intensity.

In hole EV4 (EPM 7436) an intersection of 40m grading 0.9 g/t gold from 110m to 150m down hole was obtained. Potassic-feldspar veiniets are recorded in EV4 from 106m to the end of hole at

at this autrice diorition of initial Denocen in a intersection should be considered.

Peenam Prospect. The prospect was discovered by BHP Gold Mines Limited in 1985 under EPM 4267. Several small intermediate to mafic-intrusive bodies crop along a north-trending line of apparent weakness within the Neara Volcanics. Alteration is described mainly as highly sheared, quartz and potassicfeldspar rich with multiple cross-cutting microcrystalline quartz veins. A banded microcrystalline quartz vein assayed 1.6g/t gold.

BHP drilled three holes and the most encouraging intersection was 116m grading 0.16g/t gold. At a later date, Keela Wee drilled a traverse of 16 angled holes down to 50m hole-depth into the alteration and the best results were 22m grading 0.13g/t gold and 44m grading 0.11g/t gold. DGL intends to reassess the potential of the mineralised system to host a porphyry or intrusive-related deposit.

King Creek Prospect. The King Creek prospect is a 1km- outcrop zone of granodiorite porphyry intruding the Neara Volcanics. Anomalous soil and rock-chip geochemical results and vein mineralisation with outcropping gossans have not been definitely tested with drilling. Gossan and quartz vein samples assay up to 45g/t gold and as high as 15.4% copper. Soil sampling by BHP Gold Pty Ltd ("BHPG") showed a broad, weakly gold anomalous feature. Drilling by BHPG intersected low grades only with 4m grading 1.85g/t gold being the best result. DGL intends to assess the potential for intrusive-related deposits and/or resource potential for feedstock to the Shamrock Treatment Plant.

Cinnabar Mining Field. DGL will research and test the mineralised system that is expected to be present at depth beneath the mercury-bearing epithermal vein system west of Kilkivan.

Monsildale Mining Field. The prospects of the Monsildale Group. Big Hill, Pollocks and Urquart have yet to be thoroughly investigated. Widespread small showings of mercury suggest that some of the mineralisation may be epithermal in character. The source for a number of stream-sediment gold anomalous results has not been completely resolved at areas previously prospected by CRAE: the Wale's anomaly and Brown's Creek anomaly. DGL interpret that mineralisation could be associated with

Volcanics of the Esk Trough.

7.6 Woolooga Intrusive Complex

The majority of the information on this prospect has been derived from Gympie Gold internal reports.

The area, Figure 11, is situated approximately 5km east of the town of Woolooga, some 35km north-west of the Gympie Gold Field. The area contains at least 12 gold prospects showing strongly elevated gold in rock-chip sample programs and variously made up of (a) mineralised veins, (b) structures and gossanous horizons within hornfels, and (c) chert and calcsilicate rocks. The hosts are considered to be contact metamorphic equivalents of the late Permian Gympie Group and the Carboniferous Amamoor Beds, which are intruded by a middle to late Triassic intrusive complex. The Woolooga Intrusive Complex (Kalee Park Complex) contains numerous intrusions ranging in texture and composition from andesite and feldspar porphyry to diorite and granodiorite. The smaller feldspar porphyry stocks are often altered by silica, sericite, pyrite and magnetite and can be strongly brecciated. The intrusive complex itself at the Devils Mountain or Itchy Quid prospect also hosts highgrade, gold-bearing quartz veins.

Although there are numerous small, abandoned workings in the Woolooga district they are poorly reported and recent exploration by Gympie Gold has rediscovered them. Of the regional work prior to 1995 only work carried out by Freeport is considered noteworthy. Freeport explored the numerous jasper ridges of the Amamoor Beds by panned concentrate stream-sediment sampling. This led them to the Woolooga area, where they conducted limited soil sampling and drilled four holes beneath old workings at the Thatchers and Devils Mountain or Itchy Quid prospects.

Gympie Gold follow-up of Freeport's work at Itchy Quid, and later stream-sediment sampling to the south. identified at least 12 gold prospects at Woolooga, over an area of greater than 16km². Figure 11.

Follow-up work involved trenching and shallow scout percussion drilling of several areas that were considered the best targets based on the rock-chip sampling and the style of mineralisation. The results of this work are summarised in Table 4, and the prospects are located in Figure 11. Further work is All Corporation Contractor $\sim$ $\sim$ of anomalous rock-chip sampling, which have not been subjected to any further follow-up exploration.

Interpreted Geology

Magnetic Data RTP and Gold in Rock Samples

$\mathsf{Red} = \mathsf{high\, Purple} = \mathsf{low}$ Magnetic pseudo-colour image

D'Aguilar Gold Project Woolooga Prospect

Figure 11B Prepared by Veronica Webster Pty Limited for inclusion in this Prospectus.

independent geological
consultant's report

After the percussion drilling in 1998 an aircore drilling rig was used at Fig Tree Dam to test beneath areas of shallow alluvium where soil sampling would not be effective. One hundred and eighteen (118) broad-spaced holes were drilled to an average depth of 15m for a total of 1,783m.

This work confirmed that much of the lower-lying area was underlain by various intrusive phases and that an area of 500m by 300m near the Fig Tree Dam prospect contained anomalous gold, up to 310 ppb, within an altered diorite, which is regarded as geochemically anomalous. West of the Fig Tree Dam anomaly, a zone of well-developed siliceous pyritic breccia has a strike of about 1km and also contained geochemically anomalous gold below 1 ppm. An area to the south of the Gate Gossan Prospect contained molybdenite-bearing quartz veins.

Scope for further Work in the Woolooga area.

• Trenching and deep drilling of the Fig Tree Dam and Soel's Find prospects to explore for intrusive porphyry-related mineralisation
• Geophysics and deeper drilling of the Cotter's

Breccia, Hali's Surprise and Thatcher's, to look for intrusive-related mineralisation beneath the veined hornfels aureole.

Systematic sampling and geophysical studies around the known prospect areas: Itchy Quid, Chamberlains, Hibiscus Trend and others.

It is interpreted that the area represents the top of a high-level porphyry environment, which has only recently been exposed by erosion.

7.7 Glastonbury Goldfield

The majority of the information on this prospect has been derived from Gympie Gold internal reports.

The Glastonbury project area lies 15km west of Gympie. Gold was discovered in 1885 and was worked intermittently from then until 1970 for a total production of 8,580 ounces of gold.

At Glastonbury, mudstones, siltstones and cherts of the Amamoor Beds are intruded by a complex stock of dioritic to granodioritic composition and by later mafic and felsic dykes, Figure 12.

The sediments are hornfelsed around the stock, and

sericite and silica alteration are widespread. Gold mineralisation is hosted by quartz veins, which carry pyrite and arsenopyrite. These mostly strike northwesterly with a gentle dip to the south-west. although some have more northerly strikes or steeper dips. The more persistent of the mineralised formations have strike lengths of several hundred metres, but within these the development of mineralised veins is erratic. Sericite alteration is widespread and locally intense, especially in the felsic dykes and marginal sections of the diorite/granodiorite stock. It also occurs in the sediments, particularly near diorite contacts. In all rocks, sericite is more abundant in and adjacent to reef structures .

Gold occurs in quartz vein formations accompanied by pyrite, arsenopyrite, and rarely. other sulphides. The formations are usually sericite-silica-carbonate altered. There is almost no significant disseminated mineralisation and the country rocks are essentially barren.

Historically, over 20 veins or reefs have been named, but the principal ones mined were King, Dorans, United, Pioneer. Tasman and Cross. They

Prospect Name	Hole Number	Significant Intersection ppm Au, Ag	Including
Gate Gossan	AP 2	5m $@$ 1.18 Au, 6.2 Ag from 34m	2m @ 2.28 Au, 14.5 Ag from 35m
	AP3	1m @ 10.8 Au, 112.0 Ag from 33m
Cotter's Breccia	OP 1	10m @ 0.31 Au, 13.6 Ag from 17m
	OP 2	15m @ 0.42 Au, 18.4 Ag from 39m
	OP 5	8m @ 0.85 Au, 0.75 Ag from 19m	2m $@$ 2.15 Au, 1 Ag from 19m and 1m $@$ 2.04 Au, <1 Ag from 26m
Thatcher's	HP1	1m @ 7.25 Au, 105.0 Ag from 14m
Hali's Surprise	HP 6	1m @ 2.95 Au, 17.0 Ag from 17m
Chamberlain's	$BP +$	1m @ 1.66 Au, 12.0 Ag from 26m
	BP 2	$6m \omega$ 1.16 Au from $6m$
	BP4	12m @ 0.68 Au from 10m	1m @ 1.87 Au from 10m
	BP 5	8m @ 0.52 Au from 21m	1m $@$ 1.90 Au from 28m
	BP6	$4m \omega 0.83$ Au from 17 $m$	1m @ 1.96 Au from 17m
	BP 9	$7m \text{ @ } 0.91$ Au from $3m$	$2m \text{ } @$ 2.03 Au from $3m$
Itchy Quid	DP 1	$20m \text{ } @ 1.18 \text{ }$ Au from 9m	$3m \omega$ 4.5 Au from 9m
	DP 2	$6m \textcircled{2}$ 2.98 Au from 14m
	DP 2	3m @ 1.37 Au from 39m
	DP 6	8m @ 2.38 Au from 26m
	DP 7	9m $@$ 1.22 Au from 15m
	DP 9	1m @ 5.42 Au from 33m
Mulholland's breccia	MP 2	15m @ 0.58 Au, 3.7 Ag from 5m	$4m \omega$ 1.53 Au, 4 Ag from 13m

$Red = high$ Purple = low

Figure 12 - D'Aguilar Gold Project Glastonbury Prospect

independent geological
consultant's report

are reported to range from a few centimetres to a few tens of centimetres thick.

Freeport drilled a few percussion holes and three diamond drill holes into the vein system, but the work was not systematic. Fifty-one (51) reversecirculation percussion drill holes were drilled by Gympie Gold and one-metre samples assayed for gold. Most holes intersected reef formations, and results include eight intersections of at least onemetre grading greater than 5g/t Au, to a maximum of 1m grading 26.5g/t Au (hole GP 7).

A listing of the best intersections, with their lowergrade alteration envelopes, is given in Table 5, below.

Interpretation of the geology and drilling results indicates that while there are local zones of background mineralisation within the intrusive stock and at least one of the felsic dykes, reefs are probably sourced at depth to the south of the area tested. Enhancement of reef grades can occur where they cut across mineralised dykes, where they converge with each other, or where there are flexures of the formations. However, such enhancements are erratic and there do not appear to be any significantly persistent zones of high-grade mineralisation.

The largest shoots reported in the historical records were in the order of 15m by 15m by up to 2m thick, i.e. representing approximately 1,200 tonnes. This is not a viable target for DGL.

A larger-scale target occurs to the south of the project area, where Baxters, Cross, Hood and Tasman lodes dip below overlying sediments. As the reefs do not appear to be sourced in the intrusive complex in Stony Water Guily, their geometry suggests an at-depth. This tends to be supported by geological trends indicating an increase in the frequency of dykes towards the south, and the strong silicification of wall rocks on the scuthern slopes. Speculatively, a source intrusive or a zone of significantly more abundant veining could be found at depth in this area. DGL intends to drill test this target (Figure 12).

	Intersection	Envelope		Drillhole	0ľ	Reef
m	Au	m	Au	Working
$\overline{c}$	9.42			GP 35		Pioneer 3
	5.03		1.16	GP 45		Pioneer 3
	5.60			GP 33		Pioneer 4
	8.53		.35	GP 34		Pioneer 4
0.9	14.1		3.16	GL 2		Dorans
	26.5		3.87	GP 7		United
	4.70			GL 3		unnamed
	8.34		3.02	GP 31		unnamed
	26.1		4.66.	GP 50		King
	5.00			GP 13		King
	11.6		3.24	GP 2		Cross
	5.09		1.13	GP 8		Baxters
1.9	11,0		Adit			Cross

Table 5. Best Reef Intersections at Glastonbury

7.8 Mt Teitsel Gold Prospect

The majority of the information on this prospect has been derived from Gympie Gold internal reports.

Mt Teitsel Gold Prospect is situated in the Woondum Intrusive Complex, some 10 to 15km to the south-east of the Gympie Goldfield, Figure 13. The age of the intrusive complex is probably Triassic, similar to many of the intrusives within the D'Aguilar Block.

An old prospectus for Mt Teitzel Gold Mines Limited, circa 1908, refers to an estimate of two million tons of decomposed granite-carrying gold which was being mined by open-cut pitting. The range of assays from 24 samples collected from surface to 10-feet depth was reported to be between one 1 dwt, 10 grains to 7 dwt per ton, average 3 dwt per ton (4.6 g/t) gold. The Queensland Government Mining Journal for February 15, 1918 confirms the position of the workings, mentions gold-bearing decomposed granite over a belt measuring 100 yards wide and half-a-mile long, describes short adits and reports the failure of the cyanide treatment plant.

To establish the validity of the geological information. Gympie Gold conducted a reconnaissance exploration program to relocate the exact area of mineralisation. The northern side of Mt Teitsel consists of steep slopes mantled by per tempo per el participat per el parti floored with granitic alluvium. Outcrop is very poor. and it is not easy to recognise a difference between in situ decomposed granodiorite and transported granitic sand.

In the area of reported historical workings sheeted, narrow quartz veinlets with trace chalcopyrite and molvbdenite were found in boulder float and rare outcrop. From probable outcrop, a strike of between 60° and 120° magnetic and a very steep dip from vertical to 85° to the south-west was interpreted. Several rock samples were taken during the initial field reconnaissance with encouraging results up to 4.55g/t gold in quartz-veined granodiorite float.

No conclusive evidence of mining activity was found, but several unusual-shaped dams in the area may have been small, open-cut pits, Figure 13.

Drilling by Gympie Gold at Mt Teitsel was conducted in two phases: 17 Percussion holes and one oriented diamond hole for a total of 1354.2m of face sample RC percussion drilling and 206.3m of NQ diamond drilling. Some early drilling was focused on elevated soil sample results, but the validity of soil sampling in possible transported material was questioned. Due to topographical constraints and because of dams and steep gullies, not all holes could be collared in optimum locations to target the best of the soil anomalies.

Only four of the first-phase 13 holes intersected فيفافهمونا فهست وانتعوا وتوجيد والبط والتوا والمقابلة at three places over a distance of 550m. Holes TP

Figure 13 - D'Aguilar Gold Project Mt Teitsel Interpretation Geology (Based on drilling data only)

1, 2, and 3 intersected broad zones of low-grade gold mineralisation in bedrock defining an 80m wide zone over a strike length of 300m. The broadest intersection was 51m of 0.15 ppm gold in TP1. A higher-grade zone of 12m of 0.6 ppm gold including 5m of 1.05 ppm gold was intersected at the end of hole TP3. All other holes intersected weak mineralisation in overburden in the first 10m, suggesting a transported source to the soil anomalies in those locations.

Fine-grained, biotite hornblende granodiorite is the dominant host in the areas of better gold assays. Alteration, consisting of generally patchy zones of chlorite and haematite reddening of feldspar associated with calcite filled fractures, has little correlation with gold assays.

A second campaign of drilling was conducted to define the geometry of the mineralised zone and extend hole TP 3, which intersected some highergrade mineralisation at the end of the hole. The oriented diamond hole, which was drilled 4m beneath TP3, tested below the western end of a series of dams suspected of being old, open cutmines, Figure 13.

independent geological
consultant's report

A fence of four RC percussion holes (TP 14 to 17) were drilled midway between the intersections of TP 1 and 2 and TP 3.

The oriented diamond drill hole repeated the intersections in hole TP3 and several intersections were made in the diamond hole over a true width of the corridor of at least 70m. Individual higher-grade results of 1m of 6.9 ppm gold and 1m of 7.96 ppm gold were obtained and visible fine-grained gold was seen in quartz veins. Although these results are not ore grade, they improve on the intersections to the west.

An apparent association of gold intersections with sheared intermediate to mafic, aftered dykes was noted in holes TD 18, TP 14. 15 and 16 and possibly in hole TP1.

Drilling has so far tested 300m of the open-ended 900m soil anomaly. Future holes will target the intersection of the higher-density quartz vein zones with the sheared dyke cross-structures. It was unfortunate that the high-grade veins intersected in the diamond hole were from an area of relatively sparse veining. DGL will target a zone of intersecting north-east and south-west trending structures some 150m along strike from TD 18 hoping to locate more intense gold-bearing stockwork. This target is located under existing dams, which might represent the historic mining activity.

7.8.1 Neusavale Road geochemical anomaly

Regional stream-sediment sampling has identified a cluster of arsenic, antimony and gold anomalies in the Neusavale Road area, over a strike length of at least 3km to the east of Mt Teitsel (Figure 13-inset). Arsenic values of up to 303 ppm are the highest to be seen in the district. It is interpreted that the source of the anomalies is the strike extension of the Mt Teitsel structure above a buried cupola of granodiorite. Arsenic anomalism is considered to be an important signature of gold mineralisation in systems exhibiting sericitic and phyllic alteration related to granodioritic intrusions.

These highly anomalous results suggest that the mineralised corridor at Mt Teitsel is much larger than previously thought and now has a strike length of at least 5.5km.

Further work here should include an airborne magnetic survey to try to define the extent of the granodiorite and any altered structures within it along with deep geochemical prospecting below the alluvium. Ridge and spur soil sampling should be used to locate the anomalous structures at the surface. Gympie Gold have committed to a program of aircore drilling to test the Neusavale anomaly, prior to the transfer of the tenement to DGL.

Drilling at Mt Teitsel

TP 1 0.15 17 51 68 36. 39 3 0.31 inc 44 49 5 0.28 59 68 0.17 9. TP 2 29 44 15 0,30 59 78 19 0.27 75 77 1 1.01 $\overline{c}$ 90 91 3.03 TP 3 57 63 0.31 6 0.37 70 88 18 104 0.60 116 12 111. 116 5 1.05 inc TP 4 and TP-5 No Significant Results $\overline{TP6}$ $\overline{82}$ $\overline{87}$ 5 0.31 TP 7 9 17 8 0.18 21 3 0.46 24 TP 8 5 5 0.24 10 TP 9 6 9 3 0.20 25 26 1 0.29 TP 10 and TP. 11 No Significant Results TP 12 0 6 6. $_{0.01}$ TP 13 No Significant Results TP 14 32 46 14 ° 0.10 67 ħ 68 2.06 87 111 24 0.15 TP 15 25 39 14 0.30 66 80 0.11 14. 0.14 -51 đ 50 inc 8. 0.16 9 30 38 8 0.52 46 0.14 51 5 77 0.28 80 $\mathbf{3}$ 85 87 0.45 39 $\overline{5}$ 0.16 34 3 72 75 0.29 85. 110 25 0.19 94 inc 95 $\mathbf{1}$ 1.23 101 103 $\overline{\mathbf{c}}$ 0.63 130 $\overline{8}$ 138 1.02 and 130 inc 133 3 0.59 137 138 6.29 1 157 168 11 and 0.8 inc 165 166 7.96 1 191 192 1 and 1.21 215 217 and $\overline{\mathbf{c}}$ 0.60 234 and 253 19 0.45 234 inc 236 127 $\overline{c}$	Hole No.	From m	To m	Width m	Au ppm
	inc
	and
	TP 16
	and
	and
	IP 17
	TD 18
		243	246	3	1.00

$[62]$

CONSIDER GOLD LIMITED PROSPECTUS 2003

427000 mE

Station Creek Adamellite

Murdering Creek Metamorphics - greenstone

428000 mE

429000 mE

Prepared by Veronica Webster Pty Limited for inclusion in this Prospectus.

HE

LEGEND

Serpentinite - altered, magnetite depleted

426000 mE

Mt Clara Beds - metabasalt

Shamrock plant
and mine site

independent geological
consultant's report

8. Exploration directed to providing feed for the Shamrock Treatment Plant.

Several prospects within a few kilometres of the Shamrock treatment plant have received surprisingly little exploration and these are the best opportunity for mining in the short term. The modern operations at the Shamrock Mine and Tableland Mine experienced technical difficulties, sometimes were underfunded and took place at times when the gold price was relatively low.

8.1 Prospects in the trend of the Mt Clara Fault

North of Shamrock, a belt of vein gold mineralisation at least 1,100m long, contains a number of groups of old workings. These are, from south to north, Tableland, Commercial, New Zealand and Pembroke. DGL have prepared a drilling programme for the entire belt.

The Tableland Gold Mine was a small open pit which between early 1999 and April 2000 produced 5,016 ounces gold at a grade of 4.2g/t gold. The Tableland Gold Mine lodes are in the southern part of a belt of vein gold mineralisation, at least 1,100m long, striking north-northeast and containing a number of continuous groups of old workings. These workings are from south to north, Tableland, Commercial, New Zealand and Pembroke. The vein host is generally serpentinite, which occurs as a fault-bounded slice (part of the Clara Thrust), with metabasalt to the west and the Black Snake Porphyry to the east. The veins may be related to deep-seated mineralisation located in a fracture zone near the margin of the Black Snake Porphyry. The history of the exploration at Tableland shows depletion in the few metres below surface and secondary enrichment at the water table.

Magnetic features similar to the Shamrock and located east of the Tableland Gold Mine and other prospects on the Clara Fault will be drill tested (Figure 14). Modelling of the magnetic and radiometric data over the zone shows that the serpentinite is both depleted in magnetite and elevated in potassium on Traverse 7,100,900mN at the Pembroke mine workings. Here, a pebbly fragmental serpentinite zone containing narrow but widespread gold and copper-bearing quartz veins grading up to 13.8g/t gold crops out. This has been identified petrologically as a tectonic breccia and therefore is considered to be a favourable structure to host mineralisation.

The Clara Fault structure is interpreted to also extend to the south of the Tableland mine, but has not been prospected to any degree.

Drilling will commence on Traverse 7,100,900mN to test the breccia and alteration at a nominal depth of 150m below surface, Figure 14. VWPL believes for the Clara Thrust belt of mineralisation, 30,000 ounces of gold is a reasonable mill-feed drilling target to drill for. At this stage, no resources have been outlined and the exploration is speculative.

8.2 Prospects in the Blake Snake Porphyry

Other gold prospects: Black Snake, West Black Snake, Homeward Bound, Mariners and Victoria are small, but deserve some attention because of proximity (within 2km) to the Shamrock treatment plant and reported historic high grades.

8.3 Prospects within 10km of the treatment plant

There is scope for a number of small to medium resources to exist within 10km of the treatment plant. Many of these prospects have been selected as targets for exploration for buried intrusive-related gold-style deposits and would also be explored for higher-grade mill feed for early exploitation. These include, Mt Clara prospect, other prospects in the Mt Coora district, Ortts prospect and Dranes Gully prospect.

8.4 Prospects within 30km of the plant

These include the Gold Top, King Creek, Jimmy's Scrub, Long Tunnel and Mt Mudlo prospects. These have also been referred to in Section 7 of this report concerned with the intrusive-related prospects.

8.5 Manumbar Mine. Manumbar West and North Prospects.

Manumbar is located 30km south of the Shamrock Mine and extracted 49,000 ounces of gold from 293,400 tonnes of mill feed at a grade of 5.2g/t gold, from an open-cut operation during the period 1994 to 1999. Ore from Manumbar was trucked 30km north to the Shamrock treatment plant for treatment. The deposit occurs in a quartz and calcite fissure vein, striking west-northwest. A north-easterly trending fault system apparently dislocates the vein, which has been mined in an "east pit", a "west pit" and a "north pit". Exploration targets exist at depth beneath the pits and along strike. High grades in the bottom of the east pit (1.8m grading 36.9g/t gold) and the relatively few exploration drill holes at Manumbar West give encouragement for the discovery of significant additional resources. The Goldex Prospectus 2000 reports a resource of 39,400 tonnes grading 7g/t gold beneath the East Pit. VWPL considers this resource to be inferred and further drilling is required to promote to an indicated resource status. However, drilling and sample assaying appear to be of sufficient quality to consider the information in future resource and reserve estimates

Ore from the Manumbar Mine ready for processing (circa 1998)

$[65]$

9. Exploration Programs and Budgets

DGL has prepared a two-year program and budget for the tenement holding based on the exploratory status and commitment for each individual tenement. In the first year, the tenements will be flown for detailed geophysical information at a cost of \$280,000 (based on a cost of \$8.95 of acquired and processed data per kilometre), and there is a substantial allowance to drill test those targets already selected. Diamond drilling is planned for the prospects at Mt Clara, Shamrock, Magus, Glastonbury and Mt Teitsel. Percussion drilling is planned for several sites at Woolooga, Long Tunnel Mountain, Dranes Gully and other prospects in the D'Aquilar Block.

In the second year, follow-up drilling, evaluation drilling and new targeting will take place on the priority target areas such as Shamrock. Magus, Mt Clara, Pembroke/Tableland, Woolooga, Glastonbury. Mt Teitsel and Long Tunnel.

In summary, DGL intends to spend a minimum of \$1,273,000 following the minimum capital raising and a maximum of \$2,683,000 of the maximum \$4,000,000 capital raising on exploration programs during the two-year program.

In the opinion of VWPL, the scheme outlined is well planned and integrates programs of advanced exploration and more reconnaissance-style exploration effectively. The larger expenditure following the greater capital raising is preferred. Given the good location of the tenement areas, close to services, the program should be easily accomplished.

In each of the EPMs, high resolution airborne geophysics will be acquired if it does not already exist. Geological mapping, soil sampling, R/C drilling to varying depths and deep diamond drilling to 400m depth will be applied appropriately to test priority targets. The allocation of funds will be influenced in part by Departmental expenditure requirements. The total EPM budget for the first year amounts to a maximum \$1.572.000.

	Minimum	Maximum
Aeromagnetics and	\$150,000	\$280,000
geophysical modelling
Mapping, gridding, trenching	\$100,000	\$226,000
sampling & assaying
Reverse-circulation drilling.	\$300,000	\$550,000
sampling, survey, assay &
interpretation, 9,150 metres
Diamond core drilling.	\$200.000	\$516.000
sampling survey, assay &
interpretation, 3,900 metres
TOTAL	\$750,000 \$1,572.

Table 7. Proposed Year 1 Exploration Program & Budget

An exploration expenditure provision of between \$523,000 and \$1,111,000 has been made for the second year of operation. The second-year program provides for an increased emphasis on resource drilling with less effort on geophysics and reconnaissance exploration activities. D'Aquilar plans to complete a further 8,000 metres of resource reverse-circulation drilling and 3,000 metres of diamond core drilling in year two. Modelling and pre-feasibility studies are also planned in year two. subject to significant positive exploration results. VWPL considers this strategy to be justifiable as the first-year operations are planned to include a thorough field review and prioritisation of all currently uninvestigated prospects and geophysical and geochemical anomalies.

	Minimum	Maximum
Reverse-circulation	\$343,000	\$480,000
drilling, 8,000 metres
Diamond core drilling,	\$180,000	\$400,000
3,000 metres
Resource modelling		\$131,000
Metallurgy & prefeasibility		\$100,000
TOTAL	\$523,000	\$1,111,000

Table 8. Year 2 Exploration Program & Budget.

Drill and blast sequence Shamrock Mine (circa 1993).

independent geological
consultant's report

10. Glossary of Technical Terms

Terms not included in this glossary are used in accordance with their definition in the Concise Oxford Dictionary, VWPL has selected the following terms as being the most important. A comprehensive technical glossary is available.

aeromagnetic survey

a survey made from the air for the purpose of recording magnetic characteristics of rocks.

aircore

a reverse-circulation rotary (non-percussion) method of drilling (normally dry drilling) where the sample is brought to the surface inside the drill rods. The method requires a hollow bit similar to a diamond drill bit. Normal rotary airblast drilling retrieves the sample exterior to the rods between the rods and the wall of the drill hole.

alteration

change in the physical or chemical composition of a rock commonly brought about by reactions with hydrothermal solutions.

aureole

a term applied to the zone of contact metamorphosed rocks surrounding an intrusion.

hreccia

rock fragmented into angular pieces; often rock consisting of angular fragments in a finer-grained matrix; distinct from conglomerate.

calcsilicate

a rock or mineral in which calcium and silicon are dominant.

carbon-in-pulp (CIP) treatment

method of gold extraction from cyanide solutions using carbon as a precipitating agent.

Carboniferous

a time period, approximately 360 to 290 million years ago.

Cretaceous

a time period approximately 140 to 70 million years ago.

diamond drilling

rotary drilling using diamond-impregnated bits, to produce a solid, continuous core sample of rock.

Devonian

the period of time between 360 and 408 million years ago.

EM survey

an electromagnetic geophysical exploration technique based on measuring magnetic fields from currents usually artificially induced into the ground.

EPM

Exploration Permit for Minerals, an exploration tenement in Queensland.

epithermal

a hydrothermal mineral deposit formed at a relatively low temperature near the earth's surface, mainly in veins.

hornfels

a fine-grained rock composed of equidimensional crystals, usually formed within fine-grained rocks heated by a nearby intrusion.

hydrothermal

pertaining to heated water, particularly of magmatic origin associated with the formation of mineral deposits or the alteration of rocks.

indicated resource

a mineral resource sampled by drill holes. underground openings, or other sampling procedures at locations too widely spaced to ensure continuity, but close enough to give reasonable indication of continuity, and where geoscientific data are known with a reasonable level of reliability.

inferred resource

a mineral resource inferred from geoscientific evidence, drill holes, underground openings, or other sampling procedures where the lack of data is such that continuity cannot be predicted with confidence and where geoscientific data may not be known with a reasonable level of reliability.

intrusion

the process of formation of a rock mass emplaced within surrounding rock

intrusive

a rock mass emplaced within surrounding rock, usually a plutonic rock formed by intrusion of molten magma into a high level, below the surface, of the Earth's crust where it cooled and crystallised to form a solid rock.

intrusive/intrusion related mineralisation

mineralisation associated with intrusives. In this report a gold-dominant style of mineralisation which may or may not be related to porphyry-style mineralisation.

$[67]$

a linear feature of regional extent that is believed to reflect the Earth's crustal structure.

mélange

a rock type comprising a heterogeneous mixture usually formed by tectonic processes.

Mesozoic

An era of geologic time, from the end of the Paleozoic to the beginning of the Cenozoic, or from about 225 to about 65 million years ago.

metallogenic province

region characterised by a particular assemblage of mineral deposits.

ML (MLA)

Mining Lease (Application), a mining tenement,

meta

a prefix denoting a metamorphosed rock.

Ordovician

a time period approximately 433 million to 505 million years ago.

Paleozoic

an era of geologic time, from the end of the Precambrian to the beginning of the Mesozoic, or from about 570 to about 225 million years ago.

pebble dyke

a pebbly-textured brecciated rock formed by intrusive processes and characteristic of some styles of porphyry mineralisation.

Permian

a time period, approximately 290 million to 250 million years ago.

phyllite

a metamorphic rock similar to but coarser-grained than slate and with a silky sheen on cleavage surfaces.

plunge

the inclination of a fold axis or other linear structure, measured in the vertical plane. It is mainly used for the geometry of folds.

ppb parts per billion (1000 million).

ppm

parts per million (the same as grams per tonne g/t).

porphyry

a rock with conspicuous crystals in a fine-grained groundmass.

porphyry mineralisation, porphyry-style mineralisation

mineralisation with similarities to base and precious-metal porphyry mineralisation models developed from deposits studied in North America and the south-western Pacific regions.

pyroxene

a group of dark, rock-forming silicate minerals.

radiometric

pertaining to the measurement of radiation produced by the spontaneous decay of certain atoms.

RC (Reverse Circulation)

a drilling method in which the sample is brought to the surface inside the drill rods, thereby reducing contamination. Conventional percussion drilling retrieves the sample exterior to the rods between the rods and the wall of the drill hole.

S-type granite

a granite derived largely from sedimentary rock.

serpentine

hydrous magnesium and iron mineral, derived from ultramafic rock.

serpentinite

a rock comprising serpentine minerals.

skarn

a thermally metamorphosed impure limestone.

stockwork

a network of usually quartz veinlets diffused in the original rock.

syngenetic

said of a mineral deposit formed at the same time. and by essentially the same processes as the enclosing rocks.

terrane

a rock or group of rocks fogether occurring as a discrete structural block.

Tertiary

first period of the Cenozoic era covering the time span from two to 65 million years ago.

Triassic

a time period, approximately 250 million to 210 million years ago.

independent geological
consultant's report

11 Sources of information

DGL holds an extensive dataset which was made available to VWPL. A comprehensive list of reports, publications and other materials relating to the mineral properties is available at the offices of DGL. VWPL considered the following sources of information were most relevant.

11.1 Geological Reports

AIRD RJ, November 1981, Unpublished Geological Evaluation of the Shamrock Mine.

BALL LC, 1914b. Gold Top Workings, near Kilkivan. Memo for the Under Secretary for Mines, Brisbane. Queensland Government Mining Journal, 15, 462-463.

BALL LC. 1915b, Gold Top, near Kilkivan. Queensland Government Mining Journal, 16, 170-171.

BALL LC, 1915c, Copper deposits of the Wide Bay and Burnett Districts. Queensland Government Mining Journal, 16, 617-618.

BISCHOFF K. 1986. Mineralisation in the Kilkivan area. In Willmott WF (Editor), 1986 Field Conference, South Burnett District. Geological Society of Australia, Queensland Division, Brisbane, 21-30.

BISCHOFF K, 1986, Mineralisation in the Kilkivan area. In Willmott WF (Editor), 1986 Field Conference, South Burnett District, Geological Society of Australia, Queensland Division, Brisbane, 21-30.

BROOKS JH, 1971, Departmental diamond drilling program Monsildale gold-silver-lead-zinc deposits. Geological Survey of Queensland, Report 59.

BROOKS JH. SYVRET JN. & SAWERS JD. 1974, Mineral resources of the Kilkivan district. Geological Survey of Queensland, Report 60.

CORBETT GJ, 2002. Epithermal Gold for Explorationists. AIG News, Quarterly Newsletter no 67, February 2002.

CORBETT GJ, LEACH TM, 1996, Southwest Pacific Rim Gold-Copper Systems: Structure, Alteration and Mineralisation. A Workshop Manual

CRIBB HGS, 1947b, Shamrock Mine, Black Snake, Kilkivan. Queensland Government Mining Journal, 48, 79-83.

DENMEAD AK, 1931, Memo - The Acting Chief Government Geologist Brisbane. Re: Stanton Reef, Monsildale. Geological Survey of Queensland, Commodity File, Silver-Lead, Mt Monsildale. 4-5-37.

DENMEAD AK, 1932a, Gold prospect on Portion 425, Kilkivan and the possibilities of the Long Tunnel Mountain.. Queensland Government Mining Journal, 33, 140-141.

DENMEAD AK, 1932b, Alluvial gold mining in Queensland. Part 2. Queensland Government Mining Journal, 33, 142-143.

DEPARTMENT OF MINERALS AND ENERGY, 1999. Goomeri, 9345. Australia 1:100 000 Geological Series.

DUNSTAN B & RIDGEWAY JE, 1931, The mercury deposits near Kilkivan. Queensland Government Mining Journal, 32, 311-315.

DUNSTAN B, 1906b, Some mines in the Burnett District. Queensland Government Mining Journal, 7, 357-360.

Geological Reports

GEOLOGICAL SURVEY OF QUEENLAND, 1965: Report on Rise and Shine Gold Mine, Kilkivan. Geological Survey of Queensland, Commodity File, Gold-Kilkivan 4-4-98 "A"

GOLDEX RESOURCES NL PROSPECTUS, 2000.

GYMPIE GOLD LIMITED Annual Reports 2000, 2001.

HERBERT, Dr, 1983, Geological, Geochemical, Petrographic & Mineragraphic Report on the SHAMROCK MINE & SURROUNDING DISTRICT.

HOLLIDAY, JR, WOOD, DG, MCMILLAN CC.TEDDER, IJ, 1998, Discovery of the Cadia Au-Cu deposits, Lachlan Fold Belt, Australia. Pathways '98 Extended Abstracts Volume p74, British Columbia & Yukon Chamber of Mines, and Society of Economic Geologists.

ISHAQ S, 1986, Alluvial gold mining, West Coast Mines. Kilkivan. In Willmott WF (Editor), 1986 Field Conference, South Burnett District. Geological Society of Australia, Queensland Division, Brisbane, 13-15.

LANG JR, MAKER T, HART GJR, MORTENSEN JK, 2000, An Exploration Model for Intrusion-Related Gold Systems. SEG Newsletter No. 40.

MORTON CC, 1924d, Re: Ortt's silver-lead workings, Sawpit Creek, Kilkivan District.

MORTON CC, 1926, Memo - The Chief Government Geologist. Re: Silver-lead-zinc deposit, Monsildale. Geological Survey of Queensland, Commodity File, Silver-Lead. Mt Monsildale. 4-5-37.

MORTON CC, 1929, The Acting Chief Government Geologist, Brisbane. Re Long Tunnel Claim, Kilkivan. Geological Survey of Queensland, Commodity File, Gold-Kilkivan 4-4-98 "A"

NEWCREST MINING STAFF, 1998, Cadia goldcopper deposit, in Geology of Australian and Papua New Guinea Mineral Deposits (Eds. D.A. Berkman & D.H. Mackenzie) p641. (AuslMM. Melbourne).

Prospectus of Mount Teitsel Gold Mines Limited. March 1908.

RANDS WH, 1886, Report on the geology and mineral resources of the districts of Kilkivan and Black Snake. Geological Survey of Queensland, Publication 28.

RUNGE WG, 1973. Preliminary Report of the Shamrock Mine, Black Snake, Kilkivan for Possible Economic Quantities and Grade of Magnetite Ore.

SCOTT M, 1983, Geology of the Black Snake Porphyry, Unpublished Honors Thesis, UQ.

SOLOMON M, GROVES DI, 1994, The Geology and Origin of Australia's Mineral Deposits.

STUART NF, 1985, Reconnaissance Mapping and Sampling Victoria and Victoria East Lodes, Kilkivan District. Unpublished Report to United Reefs NL.

SYVRET JN, 1967a, Departmental diamond drilling programme at Mariner's gold mine, Black Snake, Kilkivan. Geological Survey of Queensland, Commodity File, Gold-Kilkivan 4-4-98 "B"

SYVRET JN, 1967b, Departmental diamond drilling programme at Black Snake Gold Mine, Black Snake, Kilkivan. Geological Survey of Queensland, Commodity File, Gold-Kilkivan 4-4-98 "B"

$1831$

independent geological
consultant's report

SYVRET JN. 1968. Memo: The Chief Government Geologist, Brisbane. Inspection, New Prospecting Tunnel, Long Tunnel Mountain. Geological Survey of Queensland, Commodity File, Gold-Kilkivan 4-4-98 "B"

SYVRET JN, 1969, Departmental diamond drilling programme - Kilkivan. Geological Survey of Queensland, Report 29.

TATE N, 1989, AMIRA Project P247, Metallogeny of the Kilkivan District, Gold Metallogenic Bulletin, No. 14, Progress Report, August 1989, Part 3. Gold Research Group, James Cook University.

WARALUCK LTD, 1993. Prospectus.

11.1.1 Gympie Gold and GEGM Reports Glastonbury Project (EPM 10578 - Station Creek) Report on activities to May 1998.

Summary report for the area surrounding the Woondum Granite. east of the Gympie Goldfield, including exploration permits for minerals 11122 and 11123 Gympie Project, December 1997.

Technical Summary of the Gympie Regional Exploration including the Woolooga Gold Project. February 1999.

11.2 Queensland Department of Natural Resources and Mines Company Reports ("CR") on Open File

AMOCO MINERALS AUST CO. 1974-1975. EPM 1407. CR 5250

CRA EXPLORATION PTY LTD, 1988-1989, EPM 5185. CR 18437, 18951, 19414, 20883, 1988-1991, EPM 5186, CR 18433, 18635, 19730, 20032. 21660. 21708. 22919. 22920, 1988-2000. EPM 5187. CR 19480, 23283, 1988-1990, EPM 5205, CR 18632. 19864, 20036, 20509, 21986, 1988-1991. EPM 5291, CR 19210, 19752. 21782. 22733. 22918. 1988-1991, EPM 5292, CR, 20204, 20271, 21876. 22898. 22917. 23781, 23782. 1988-1989, EPM 5293, CR 19306, 19751. 1988-1990. EPM 5214. CR 18290, 18590, 19753, 20172, 21709, 21781, 22569. 1989-1991. EPM 5821. CR 217711. 21787. 22901, 23752, 1990-1993, EPM 7436, CR 25101,

CSR LTD. 1976-1977, EPM 1656. CP 6288. 1984-1984. EPM 3617. CR 12922, 1984-1984. EPM 2804 OF 14955 HARDLIGA EDV 2018 OC 11491 12006. 12007. 12920

MATHER N, (THREE STAR MINING NL), 1991-1994, EPM 7682, CR 25120, 1991-1993, FPM 7916, CR 25912, 1991-1993, EPM 7917, CR 25913, 1992-1994. EPM 8444. CR 25661

PEKO-WALLSEND OPERATIONS LTD. 1984-1985. EPM 3635, CR 14272, 15340, 1984-1988, EPM 3648, CR 14567, 15530, 15531, 16785, 16931, 18667, 18899, 19328.

UNITED REEFS NL, Authority to Prospect 3739M Black Snake, Six Monthly Reports and Annual Reports for the years 1986 to 1990.

12.0 Declaration 12.1 Qualifications and Experience

This report has been prepared for Veronica Webster Pty Limited through its duly authorised and qualified representative. Mr. Leslie William Davis. Minerals Exploration Consultant and Director of the company. Veronica Webster Pty Limited has operated in Australia serving the mining industry since 1980.

Mr. Davis has had 30 years' experience in the Australian minerals industry, particularly exploration for precious metals and base metals, mining geology, ore resource/reserve estimation and property evaluation. He held senior positions with Electrolytic Zinc Co of Australasia Limited, Freeport Minerals Corporation of Australia, Tenneco Oil & Minerals and Amad NL before joining Veronica Webster Pty Limited in 1985. Mr. Davis has been granted Investment Advisers Licence Number 69287 by the Australian Securities Commission under Section 784 of the Corporations Act.

His principal qualification is Bachelor of Science (Special Geology) Leics., UK. His professional affiliations are as follows:

Fellow - The Australasian Institute of Mining & Metallurgy

Member - Mineral Industry Consultants Association

Chartered Professional Geology - CP Geo

Fellow - Australian Institute of Geoscientists

Member - Geological Society of Australia

12.2 Independence

Veronica Webster Pty Limited and L W Davis have no conflict of interest in preparing this independent report. The independent report has been commissioned by DGL with payment to be made for services rendered solely on a standard time-fee basis. The companies and consultants preparing this independent report have no association with DGL, nor have they any financial interest in or entitlement to DGL and/or associates of DGL.

12.3 Limitations

The views expressed in this independent report are solely those of Veronica Webster Pty Limited, and L W Davis. When conclusions and interpretations credited specifically to other parties are discussed within the report, then these are not necessarily the views of Veronica Webster Pty Limited or L W Davis

12.4 Consents

Veronica Webster Pty Limited hereby consents to the inclusion of the independent report in an Initial Public Offering Prospectus, planned for May 2003, which will offer a subscription of 20,000,000 ordinary fully paid shares at \$0.20 per share.

Veronica Webster Pty Limited hereby consents to the inclusion of the independent report, in both electronic and paper form, in the form and context in which it appears and advise that we have not, at the date of the independent report, withdrawn such consent. Veronica Webster Pty Limited was only commissioned to prepare, and has only authorised issue of, this independent report on DGL's exploration tenements specified in the independent report. It has not been involved in the preparation of, or authorised issue of, any other part of the Prospectus in which this independent report is included.

For and on behalf of VERONICA WEBSTER PTY LIMITED

L\W DAVIS

BSc (Special Geology). Leics, UK, FAusIMM. FAIG, CP Geo

notes

$[71]$ D'AGUILAR GOLD LIMITED PROSPECTUS 2003

$\begin{split} \frac{\partial \mathcal{L}{\mathcal{G}}}{\partial \mathcal{L}{\mathcal{G}}}\mathcal{L}{\mathcal{G}} & = \frac{1}{2} \frac{\partial \mathcal{L}{\mathcal{G}}}{\partial \mathcal{L}{\mathcal{G}}}\mathcal{L}{\mathcal{G}}\left(\frac{\partial \mathcal{L}{\mathcal{G}}}{\partial \mathcal{L}{\mathcal{G}}}\right) \ & = \frac{1}{2} \left( \frac{1}{2} \frac{\partial \mathcal{L}{\mathcal{G}}}{\partial \mathcal{L}{\mathcal{G}}}\right)^2 \mathcal{L}_{\mathcal{G}} & = \frac{1}{2} \left( \frac{\partial \$

$\mathbb{E} \mathbb{E}^{(1)}$ and $\mathbb{E}$

$[72] \centering% \includegraphics[width=1.0\textwidth]{figs/fig_03.pdf} \caption{The 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 1000 of the 100$ D'AGUILAR GOLD LIMITED PROSPECTUS 2003

■ 本語 キャント はんしょう

$\begin{aligned} &\text{if } \alpha \in \mathbb{R}^d\ &\text{if } \alpha \in \mathbb{R}^d\ &\text{if } \alpha \in \mathbb{R}^d \end{aligned}$ $\sim 100$ $\frac{1}{2} \frac{1}{2} \frac{1}{2}$ $\hat{\epsilon}$ , $\hat{\epsilon}$ , and $\hat{\epsilon}$ $\label{eq:2.1} \mathcal{L}^{\text{max}}{\text{max}}(\mathcal{L}^{\text{max}}{\text{max}}(\mathcal{L}^{\text{max}}{\text{max}}))\leq \mathcal{L}^{\text{max}}{\text{max}}(\mathcal{L}^{\text{max}}{\text{max}}(\mathcal{L}^{\text{max}}{\text{max}}))\leq \mathcal{L}^{\text{max}}{\text{max}}(\mathcal{L}^{\text{max}}{\text{max}}(\mathcal{L}^{\text{max}}{\text{max}}))$ $\sim 72$ $\label{eq:3.1} \left\langle \left( \mathbf{q} \right) \right\rangle \left( \left( \mathbf{r} \right) \right) = \left\langle \mathbf{r} \right\rangle \left( \mathbf{r} \right) \left( \mathbf{r} \right) = \left\langle \mathbf{r} \right\rangle \left( \mathbf{r} \right)$ $\label{eq:2.1} w=\left(\rho^2\right)^{-1/2}w_0^{\frac{1}{2}}\qquad \left(\rho^2\right)^{-1/2}w_0^{\frac{1}{2}}\,.$ $\label{eq:1} \frac{1}{2}\int{\mathbb{R}^3}\left|\frac{d\mu}{d\mu}\right|^2\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\$ $\label{eq:2.1} \begin{split} \frac{\partial}{\partial t} \frac{\partial}{\partial t} & = \frac{1}{2} \left( \frac{\partial}{\partial t} \right) \frac{\partial}{\partial t} \left( \frac{\partial}{\partial t} \right) \frac{\partial}{\partial t} \left( \frac{\partial}{\partial t} \right) \frac{\partial}{\partial t} \left( \frac{\partial}{\partial t} \right) \frac{\partial}{\partial t} \left( \frac{\partial}{\partial t} \right) \frac{\partial}{\partial t} \frac{\partial}{\partial t} \frac{\partial}{\partial t} \frac{\partial}{\partial t} \frac{\partial}{\partial t} \frac{\partial}{\partial t} \frac{\partial}{\partial t} \frac{\partial}{$ $\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac$

$\label{eq:3.1} \mathcal{L}(\mathcal{A}) \geq \left( \frac{1}{\sqrt{2}} \sum_{i=1}^n \frac{1}{\sqrt{2}} \sum_{i=1}^n \frac{1}{\sqrt{2}} \right)$ $\mathcal{A}^{\mathcal{A}}$ . $\sim 10^{-11}$

$\alpha$ , $\hat{\Gamma}$ , $\alpha$ , $\hat{\Gamma}$

16 May 2003

The Directors D'Aquilar Gold Limited Level 30, 123 Eagle Street Brisbane QLD 4000

Dear Sirs,

We have prepared this Independent Accountant's Report on historical financial information of D'Aguilar Gold Limited and controlled entities (D'Aguilar Gold) for inclusion in the Prospectus dated on or about 19 May 2003, for the proposed issue by the Company of up to 20,000,000 ordinary shares at a price of 20 cents per share to raise \$4.000,000.

The purpose of this report is to illustrate the financial position of the Economic Entity as at 31 December 2002 and to provide investors with a pro-forma statement of financial position as at 31 December 2002 adjusted to include pre IPO transactions and the capital raising assuming a full subscription, but no oversubscription. This report does not address the rights attaching to the shares to be issued in accordance with the prospectus, the risks associated with the investment, nor forms the basis of an independent expert's opinion with respect to a valuation of D'Aguilar Gold or a valuation of the share issue price of 20 cents per share.

D'Aquilar Gold was incorporated on 1 July 1991 as a propriety limited company and converted to a public company on 10 October 2002, In 2001 D'Aquilar Gold was acquired by Western Pacific Gold Inc (WPI). WPI purchased D'Aquilar from Maxe-Tec Australia Limited. At the date of WPI purchasing D'Aquilar it was also the parent company of Australian Resource Management (ARM) Pty Ltd (ARM) and Magma Mines NL (Magma).

During November 2002 D'Aquilar Gold acquired all the issued capital of Navaho Mining Pty Ltd (Navaho).

During December 2002 D'Aguilar Gold became the parent company of Australian Resource Management (ARM) Pty Ltd and Navaho. The shares held in D'Aguilar Gold by WPI will be transferred to the shareholders of WPI on a pro-rata basis. WPI will continue to be the parent company of Magma.

• historical financial information. BDO Kendalls are the appointed Auditor of D'Aguilar Gold and have audited the financial statements of the Company for the year ended 30 June 2002 and reviewed the interim financial reports for the six months ended 31 December 2002. The financial statements for the period ended 30 June 2002, together with the significant accounting policies adopted by the Economic Entity, have been extracted from the 30 June 2002 financial report and are detailed in the Annexure to this report.
• the Pro-forma Statement of Financial Position of the Economic Entity as at 31 December 2002, set out in the Annexure to the report. The Economic Entity includes D'Aguilar Gold, Australian Resource Management (ARM), and Navaho.
• Raising of capital of \$4,000,000 by issuing 20,000,000 ordinary shares at 20 cents each.
• Incurring preliminary and share issue expenses of \$487,000. The costs are accounted for as a charge against equity.
• Accruing fees due to Directors up to 31 December 2002 of \$25,000. The fees are accounted for as a charge against retained profits.

In relation to the historical financial information, we have conducted an independent audit of the financial statements as at 30 June 2002 and a review as at 31 December 2002 in order to express an opinion on their preparation and presentation. The Company's directors are responsible for the financial report from which the information in the Annexure has been extracted.

ije kara umbiotas juutas vara taris iji ju utat to stadi kasias algasid ja tara ka ipabiliki ja kula tara ka ka ja ju ju ju ju ju ju ju ju ju ju ju ju ju that the pro-forma statement of financial position is not presented fairly in accordance with the measurement requirements of applicable Accounting Standards, other

mandatory professional reporting requirements in Australia and the assumptions set out above. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements.

• (a) Review of the financial statements;
• (b) Analytical review procedures applied to the financial data;
• (c) Comparison of consistency in application of applicable accounting standards and accounting policies;
• (d) Review of workpapers, accounting records and other documents; and
• (e) Inquiry of Directors, Management and Others.

These review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards, the purpose of which is the expression of an opinion on the financial statements. Accordingly, we do not express such an opinion.

The opinion expressed in this report has been formed on the above basis.

• (a) Based on our review of the pro-forma statement of financial position, as set out in the Annexure, nothing has come to our attention which causes us to believe that the pro-forma statement of financial position does not present fairly the financial position of the Economic Entity on the basis that all the transactions described previously in this report had taken place.
• (b) Based on our review of the financial statements as at 31 December 2002, as set out in the Annexure, nothing has come to our attention which causes us to believe that the financial statements do not present fairly the financial position of the Economic Entity as at 31 December 2002 and its performance for the period ended on that date.
• (c) In our opinion, the pro-forma statement of financial position has been properly prepared in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements and the accounting policies adopted by the Economic Entity described in the Annexure.

$\overline{\mathbb{Q}}\times \overline{\mathbb{Q}}_0^{\mathbb{Q}}\subset \mathbb{Q}(\Delta\psi) \quad \text{if $\mathbb{Q} \times \mathbb{Q}^2$ is a.}$

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

BDO Kendalls does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in relation to this matter. BDO Kendalls has provided advisory services and will receive a professional fee for the preparation of this Report. The partners of BDO Kendalls do not hold nor have any interest in any ordinary shares of the Company or its subsidiaries.

Consent to the inclusion of the Independent Accountants Report in this Prospectus in the form and context in which it appears has been given. At the date of this Report consent has not been withdrawn.

BDO Kendalls

بحملكه T J Kendall

Partner

ANNEXURE 1 D'AGUILAR GOLD LIMITED AND CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION

	30 JUNE 2002	31 DECEMBER 2002 CONSOLIDATED	PRO-FORMA CONSOLIDATED
	(AUDITED)	(REVIEWED)
CURRENT ASSETS
Cash assets	$\bf{0}$	355,090	3,868,090
Receivables	$\mathbf{0}$	44,955	44,955
Inventories	16,580	14,080	14,080
TOTAL CURRENT ASSETS	16,580	414,125	3,927,125
NON-CURRENT ASSETS
Receivables	0	5,596	5,596
Investments	544,861	451,187	451,187
Property. plant and equipment	634,299	486,147	486,147
Other	0	64,298	64,298
TOTAL NON-CURRENT ASSETS	1,179,160	1,007,228	1,007,228
TOTAL ASSETS	1,195,740	1,421,353	4,939,353
CURRENT LIABILITIES
Payables	43,595	130,678	155,678
Interest-Bearing Liabilities	86,916	3,163	3,163
Provisions	$\pmb{0}$	0	$\theta$
TOTAL CURRENT LIABILITIES	130,511	133,841	158,841
NON-CURRENT LIABILITIES
Interest-Bearing Liabilities	3,860,273	$\mathbf{0}$	0
Provisions	700.000	1,300,000	1,300.000
TOTAL NON-CURRENT LIABILITIES	4,560,273	1,300,000	1,300,000
TOTAL LIABILITIES	4,690,784	1,433,841	1,458,841
NET ASSETS	$-3,495,044$	$-12,488$	3,475,512
EQUITY
Contributed Equity	209,440	1,068.700	4,581,700
Reserves	$\theta$	0	$\,0\,$
Retained profits	$-3.704.484$	$-1.081.188$	$-1,106,188$
TOTAL EQUITY	$-3,494,044$	$-12,488$	3,475,512

医神经神经

والمنتجب

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Concensus Views and other mandatory professional reporting requirements and the Corporations Act 2001.

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of noncurrent assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated.

The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report.

(a) Income Tax

الأراد المتمار

The company adopts the liability method of taxeffect accounting whereby the income tax expense is based on the profit from ordinary activities before income tax adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account either as provision for deferred income tax or an asset described as future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation, and the anticipation that the company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(b) Property, Plant and Equipment

Property, plant and equipment are brought to account on the cost basis, less, where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated over their useful lives to the company commencing from the time the asset is held ready for use. Properties held for investment purposes are not subject to depreciation. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

Class of Fixed Asset Depreciation Rate
Freehold Buildings	2.5% Prime Cost
Plant & Equipment	10% - 35% Diminishing Value
Site Infrastructure	10% - 25% Prime Cost

In the opinion of the directors, the diminishing value method of depreciation is used to reflect a greater loss of asset value early in its utilisation in the field.

The gain or loss on disposal of all fixed assets, including revalued assets, is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, and is included in profit from ordinary activities before income tax of the company in the year of disposal. Any realised revaluation increment relating to the disposed asset which is included in the asset revaluation reserve is transferred to retained earnings at the time of disposal.

(c) Exploration and Development Expenditure

Exploration, evaluation and development 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 an area or where activities in the area have not yet 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 profit in the year in which the decision to abandon the area is made.

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. Any costs of site restoration are provided for during the relevant production stages and included in the costs of that stage.

A regular review is undertaken for each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structure, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

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 restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

The Company has conducted an extensive review of the environmental status of the Mining Leases with a view to making an assessment of the appropriate provision it should make in its accounts for future liabilities in respect of rehabilitation and restoration.

$[77]$

In the course of this exercise, advice was received from different parties providing estimations on the potential costs for future rehabilitation and restoration. Based on this information, the Company has made provision in its accounts in respect of these contingent liabilities.

The Company also has the benefit of an indemnity from Maxe-tec Australia Limited in respect of liabilities in respect of facts or circumstances arising to 30 October 2001, when Western Pacific Gold Inc acquired D'Aguilar from Maxe-tec. Maxetec disputes its liability under this indemnity. In the event that at some future time the Company is required to discharge these liabilities it intends to call upon Maxe-tec to perform under the indemnity. If Maxe-tec fails or refuses to perform, the Company may be required to enforce the indemnity.

The Directors have also taken steps to enter into agreements with third parties to accept responsibility for a portion of the present liability of the company in respect of the rehabilitation costs.

(d) Investments

Investments are brought to account on the cost basis. The carrying amount of investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the shares' current market value or the underlying net assets in the particular entities. The expected net cash flows from investments have not been discounted to their present value in determining the recoverable amounts, except where stated.

Dividends are brought to account when received.

(e) Foreign Currency Transactions and Balances

Foreign currency transactions during the year are converted to Australian currency at the rates of exchange applicable at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are converted at the rates of exchange ruling at that date.

The gains and losses from conversion of short-term assets and liabilities, whether realised or unrealised, aralinetyded in profit from ordinary أفؤاله وفالكم لافاله سفاه

Exchange differences arising on hedged transactions undertaken to hedge foreign currency exposures, other than those for the purchase and sale of goods and services, are brought to account when the exchange rates change.

Any material gain or loss arising at the time of entering into hedge transactions is deferred and brought to account over the life of the hedges.

Costs or gains arising at the time of entering hedged transactions for the purchase and sale of goods and services, and exchange differences that occur up to the date of purchase or sale, are deferred and included in the measurement of the purchase or sale.

(f) Trade Creditors and Accruals

A liability is recorded for goods and services received prior to balance date, whether invoiced to the company or not. Trade Creditors are normally settled within 30 days.

(q) Statement of Cash Flows

For the purpose of this Statement of Cash Flows, cash includes cash on hand and in at call deposits with banks or financial institutions, investment in money market instruments maturing within less than two months, net of bank overdrafts.

(h) Provision for Dividend

A provision is made for dividends payable when dividends are declared by the company.

(i) Net Fair Value

The company's financial assets and liabilities, being cash, receivables, investments, property, plant and equipment, exploration expenditure, accounts payable and borrowings are carried at amounts that approximate net fair value.

(j) Revenue

Revenue is brought to account on an accruals basis.

(k) Comparative Information

Comparative information may have been reclassified in order to meet with current years presentation requirements. This is the first year that stand alone company information has been prepared. Accordingly some comparative information is not available, as in prior years the company formed palt ot a consolidated group.

(I) GST

All elements in the Statement of Financial Performance are stated exclusive of GST. Receivables and Payables in the Statement of Financial Position are stated inclusive of GST. For the purposes of the Statement of Cash Flows, GST received and paid for all activities are included in the Receipts from Customers and Payments to Suppliers respectively.

(m) Change in Accounting Policy

The company changed its accounting policy in the financial year ending 30 June 2002 relating to its valuation of fixed assets in order to comply with Accounting Standard AASB1041: Revaluation of non-current assets which requires the revaluation of fixed assets from fair value to cost basis. The financial effect of this change in accounting policy has been to recognise \$808,533 as revenue for the year ending 30 June 2002.

(n) Contingent liability -Maxe-tec Australia Limited

At the time of the purchase by Western Pacific Gold Inc of D'Aguilar Gold Ltd, in addition to the purchase price then paid by Western Pacific Gold Inc. Western Pacific Gold Inc agreed to make certain bonus payments to Maxe-tec Australia Limited in the event that a bankable feasibility study was completed on the D'Aquilar Gold Project within 30 months of completion of the purchase being on or about 11 January 2004. At present, were that to occur, Western Pacific Gold Inc would be obliged to pay \$750,000 to Maxe-tec Australia Limited at its election either way by way of cash or the issue of Western Pacific Gold Inc shares to that value.

As part of the planned spin-off and initial public offering by D'Aquilar Gold Ltd. D'Aquilar Gold Ltd. has agreed to assume responsibility for this payment if and when an obligation to make the payment arises. Under such arrangements, D'Aquilar Gold Ltd has informed Western Pacific Gold Inc that it would presently propose to seek to make any such payment. should it ever arise, by cash

$\label{eq:2.1} \left\langle \hat{u}k \right\rangle = \frac{1}{\sqrt{2}} \left\langle \hat{u}_k \right\rangle \left\langle \hat{u}_k \right\rangle \left\langle \hat{u}_k \right\rangle \left\langle \hat{u}_k \right\rangle \left\langle \hat{u}_k \right\rangle$ $\label{eq:2.1} \mathcal{L}{\mathcal{A}} = \left{ \begin{aligned} \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} \ \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} & \mathcal{L}{\mathcal{A}} \end{aligned} \right.$ $\acute{\gamma}$ $\label{eq:1} \mathcal{L}(\mathcal{F}^{\text{in}}) = \mathcal{L}(\mathcal{F}^{\text{in}})$ tin.
S $\sim 10^{-4}$ 一定。 $\frac{1}{2} \mathcal{L}^2 \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2}$ $\sim 1$ $\frac{1}{4}$ $\frac{1}{2}$ , $\frac{1}{2}$ $\pm$ $\sim 1$

Ŧ

Ť

Ì.

a Angel $\alpha$ and $\alpha$ is the set of $\alpha$

16 May 2003

The Directors D'Aguilar Gold Limited Level 30, 123 Eagle Street BRISBANE QLD 4000

Dear Sirs

RE: REPORT ON MINING TENEMENTS

This Report has been prepared for inclusion in the Prospectus to be dated on or about 16 May 2003 for the issue of ordinary shares and options in D'Aguilar Gold Limited ("the Company").

We have been requested to report on certain Australian and Solomon Islands mining tenements. The mining tenements identified by the Company are listed in Schedule 1 to this Report ("the Tenements"). الأرادي والمتحدث

Terms defined in the Prospectus have the same meaning in this Report and in the Schedule of Tenements.

In the course of the due diligence investigations carried out in preparation for the registration of the Prospectus, various Queensland Department of Natural Resources and Mines ("DNRM"). Environmental Protection Agency ("EPA") and National Native Title Tribunal ("Tribunal") searches were conducted in relation to the Tenements and the Company. The Australian Tenements are a combination of Exploration Permits for Minerals ("EPMs") and Mining Leases ("MLs"). In relation to the Solomon Islands Tenements. which consists solely of Exploration Licences, the Solomon Islands legal firm Sol-Law1 were engaged to undertake searches with the Department of Mines and Energy to ascertain the status of the Tenements.

• Confirmation of the status and good standing of the Tenements;
• Details of any encumbrances or third-party interests affecting the Tenements whether registered or arising under the Mineral Resources Act 1989 (Qld) ("MRA") or other relevant legislation;
• A general summary of the operation of native title in Queensland and a brief mention of its impact, if any, on the Tenements; $\mathcal{A}$
• Details of any other matters, which do or are likely to affect the validity of title to the Tenements or the exercise of the rights granted by the Tenements.

This Report addresses those matters, subject to the qualifications set out at the end of this Report.

• a. all MLs are current granted leases;
• b. that no registered encumbrances exist in relation to any of the MLs;
• c. that the public search reports obtained by us in respect of these MLs are correct Records of the MLs;
• d. all leases are in good standing in respect that rentals have been paid and royalty returns are up to date;

• that the EPA is not aware of any outstanding Environmental Protection Orders or other matters of concern. $\theta$

• all of the EPMs are current granted Tenements, though some are under Application for Renewal; $\overline{a}$ .

• b. there are no encumbrances on any of the EPMs except for those disclosed in the Schedule of tenements;
• all of the EPMs are in good standing in respect that rentals have been paid up to date; c.
• that the EPA is not aware of any outstanding Protection Orders or other matters of concern. d.
• a. That all of the Solomon Islands Tenements, with the exception of SPL 195, which has been suspended, are currently granted. The suspension of SPL 195 does not in any way compromise ARM's interest in the Tenement. Upon the resolution of the current political issues in the Solomon Islands it is expected that this Tenement will be renewed;
• h. There do not appear to be any encumbrances in relation to the Tenements:
• The searches did not reveal any existing proceedings or issues which could result in the cancellation of the Solomon Islands Tenements: C.
• The Tenements are in good standing in that all rentals have been paid up to date and that although the Tenement Holder has been unable to undertake any work on the đ Tenements in recent times as a result of the civil unrest, that this will not adversely affect the good standing of the Tenements or the possibility of future renewals.
• a. In Queensland, native title is governed by the Native Title Act 1993 (Cwlth) and by the Native Title (Queensland) Act 1993 (Qld) (together, the "NTA"). The legislation prescribes a regime:
• $(i)$ by which persons claiming to hold native title may lodge a claim to that effect for determination;
• $(ii)$ mandating the procedure by which any future grants affecting native title (such as the grant of mining tenements) may be validly made; and
• $(iii)$ by which registered claimants may be afforded certain procedural rights including the "right to negotiate".
• b. Under the NTA, native title is extinguished by grants of private freehold title and tenures granting a right to exclusive possession, such as freehold interests and urban leases. A validly granted mining tenement over such land is consequently not subject to native title considerations.
• c. In contrast, the grant of tenures which do not give rise to a right of exclusive possession (such as pastoral leases, pastoral development holdings, special leases and term leases for grazing or pastoral purposes, occupational licences, permits to occupy, road licences etc.) do not necessarily extinguish native title. In respect of these tenements, unless native title has been extinguished as described above in paragraph b., the native title rights continue to exist but are unable to be exercised to the extent of any inconsistency with the mining lease or exploration permit. The effect of these grants is that they "co-exist" with native title.
• d. Mining leases and exploration permits created before 1 January 1994 (which would be otherwise invalid because of native title) are validated by the NTA. Tenements granted prior to this date are termed "past acts" and are declared validly granted, despite their potential effect on native title. In respect of these tenements, provided the terms of the grant are complied with, the holder is not subject to any right to negotiate with native title claimants. Importantly, this applies not only to the original grant of the tenement, but in respect of renewals to the same holder and on the same terms.
• e. Tenements granted on or after 1 January 1994 are termed future acts. The NTA provides that these grants are on their face invalid, unless the procedure as mandated by the legislation is followed. This includes granting native title holders the "right to negotiate".
• $f$ Following uncertainty resulting from the High Court's ruling in the Wik decision (Wik Peoples v State of Queensland (1996) 187 CLR 1), the NTA was amended to validate in certain circumstances, grants of tenements occurring between 1 January 1994 and 23 December 1996 (termed, "intermediate period acts").

$[81]$

• g. As provided in the Queensland Native Title Resolution Act 2000, which commenced on 18 September 2000, mining activities which are classified as (among others) "approved exploration acts" under Section 26A of the NTA will not be subject to a right to negotiate with native title holders. Approved exploration acts include low-impact exploration permits, low-impact mineral development licences and low-impact prospecting permits.
• h. Exploration permits and mineral development licences which are not "low impact" permits or licences will be subject to the full "right to negotiate" procedure. The Native Title Resolution Act provisions for an alternative "right to negotiate" procedure for "high impact" exploration permits, mineral development licences and mining leases pursuant to Section 43 of the NTA have recently been held to be ineffective for the purpose of the NTA (Central Queensland Land Council Aboriginal Corporation v Attorney-General (Cth) [2002] FCA 58). This is because of the failure of the Commonwealth Attorney-General to follow the procedure outlined in the NTA when making determinations to give validity to the State legislation. Therefore, for "high impact" mining tenements and exploration tenures the NTA "right to negotiate" procedure, and not the alternative State procedure, must be followed.
• i. Consequently, all applications for exploration permits (future acts) will only be granted without going through the full right to negotiate procedure if they can be dealt with as low-impact exploration permits under the Queensland State regime, or if it can be shown that native title has been extinguished in respect of the areas to which the applications relate, or if their grant is permitted by another mechanism (eg under a registered Indigenous Land Use Agreement).
• j. Renewal of mining tenements created on or before 1 January 1994 can be effected without recourse to the right to negotiate process, so long as the renewed. mining tenement is on the same terms as previously existed.
• k. Exploration tenures are afforded similar protection. However, an exploration tenure may not be upgraded to a mining lease unless native title can be shown to have been extinguished, or the appropriate right to negotiate process has been undertaken.
• a. The nature of the Tenements:
• b. The date of its grant or proposed grant; and
• c. The nature of the underlying land tenures.

With the exception of the tenements listed below, the Tenements were granted prior to 1 January 1994 and to the extent that they affect native title (and would have been otherwise invalid), would be deemed past acts and validated by the NTA. Native title existing over any of the land the subject of the tenements (if any) would be unable to be exercised to the extent of any inconsistency with the tenements. Therefore, as long as the terms and conditions of these leases or permits are complied with, the Company will be entitled to carry out authorised activities on the tenements without regard to potential native title interests. It is to be noted that, as at 5 September 2002, the area covered by MLs 3748 and 3749 did not intersect with any native title applications on the Register of Native Title Claims or The Schedule of Applications in the Federal Court.

EPM 11673; EPM 9759; EPM 9978; EPM 10135; EPM 10903; EPM 11192; EPM 12712; EPM 13359; EPM 13360; EPM 13361; EPM 11122; ML 50099; ML 50148: ML 50137:

Additionally, being pending applications for exploration permits, EPMA 13730 and EPMA 13833 may potentially require compliance with the NTA procedural provisions if granted over land the subject of native title rights.

Regardless as to whether the grant of the above listed tenements could potentially be deemed an intermediate period act, these tenements were granted subject to native title exclusion clauses. This means that that land which is subject to native title is excluded from the grant of the exploration permit and mining lease.

There is some uncertainty as to the validity of such mechanism, however, as a result of the exclusion, these grants do not on their face require compliance with the NTA procedural provisions, as the grants are not, by definition, over land subject to native title.

The onus is on the tenement holder to identify any land underlying the permit that may fall into this excluded category. Therefore, the Company must conduct an investigation into hative title in respect of these permits in order to establish that halve title has been extinguished over the land where activities under the MLs or المتحدة الأمريكية المتحدة المتحدة

This is significant for the company and they potentially lead to liability. The result is that if the grant area does include native title land (thereby enlivening the exclusion), the company may potentially be in breach of the terms of the grant by conducting activities over that land. In such a case, the company may choose to apply under Section 176A of the Mineral Resources Act 1989 (Qld) for the excluded land to be included in the grant. This application will require compliance with the procedural requirements of the NTA.

We have assumed that the public search reports and information provided by the various Government Agencies in Australia and the Solomon Islands are an accurate and correct record of the details of each of the Tenements to which the information and reports relate. We have not conducted broader enquiries into the Tenements. Specifically we have not undertaken enquiries into the underlying titles to the Tenements. We have also, as a result of the number of underlying titles, conducted area sensitivity or cultural heritage searches.

It is to be noted that there are some area exclusions in some of the EPMs and MLs. These are listed in the Schedule of Tenements.

References in the Schedule of Tenements are taken from details shown on the public record searches provided by the relevant Government Agencies and on other information held or provided by the Government Agencies and Sol-Law.

The holding of the Tenements is subject to compliance with the terms and conditions of the provisions of the MRA, EPA and of the applicable Solomon Islands law.

Subject to the qualifications set out above and in the Schedule of Tenements, Hopgood Ganim is pleased to report that the Tenements are in good standing in accordance with the details provided in respect of each of the Tenements in this Report.

Yours faithfully

HOPGOOD GANIM Paul Williams, Partner

$[83]$

SCHEDULE OF TENEMENTS

Tenure Type,	Current Holder	Registered	Minerals	Date of Expiry	Native Title	Notes
Name & Number		Percentage Interest
EPM 11673	Navaho Mining Pty Ltd	100	All minerals other than coal	13/05/03	See Note 11
Kilkivan Project				See Note 1
EPM 5187	D'Aguilar Gold Ltd	100	All minerals other than coal	24/01/02	See Note 10
Manumbar				See Note 2
EPM 6939	D'Aguilar Gold Ltd	100	All minerals other than coal	12/06/02	See Note 11	See Note 28
Mt Coora				See Note 2
EPM 7682	D'Aguilar Gold Ltd	100	All minerals other than coal	6/08/02	See Note 10
Elginvale No. 1				See Note 1
EPM 9759 الأبادية	D'Aguilar Gold Ltd	$+00$	All minerals other than coal	$-3/01/02$	See Notes 10 & 11	"See Note 21"
Kilkivan				See Note 1		See Note 28
EPM 9978	D'Aguilar Gold Ltd	100	All minerals other than coal	28/03/02	See Note 12
Monsildale				See Note 2
EPM 10135	D'Aguilar Gold Ltd	100	All minerals other than coal	09/06/02	See Notes 10 & 11
Golden Spur				See Note 1
EPM 10903	D'Aguilar Gold Ltd	100	All minerals other than coal	27/08/02	See Note 10
Elginvale No. 2				See Note 2
EPM 11192	D'Aguilar Gold Ltd	100	All minerals other than coal	23/09/00	See Notes 10 & 11
Tableland				See Note 1
EPM 12712	D'Aguilar Gold Ltd	100	All minerals other than coal	24/01/05	See Note 10
Court-le Roi
EPM 13359	Australian Resource	100	All minerals other than coal	03/01/05	See Notes 10 & 11	See Note 4
Kilkivan N	Management (ARM) Pty Ltd
EPM 13360	Australian Resource	100	All minerals other than coal	05/02/05	See Notes 10 & 11	See Note 5
Kilkivan S	Management (ARM) Pty Ltd
EPM 13361	Australian Resource	100	All minerals other than coal	05/02/05	See Notes 10 & 11
Kilkivan W	Management (ARM) Pty Ltd
EPMA 13730	D'Aguilar Gold Ltd	100	All minerals other than coal	Under application		See Note 28
EPMA 14034	Navaho Mining Pty Ltd	100	All minerals other than coal	Under application
ML 3678	D'Aguilar Gold Ltd	100	Gold and tin ore	31/05/02	See Note 11	See Notes 6 & 22
United Reefs Gold Mine (Shamrock)				See Note 1
ML 3732
Jimmy Scrub	D'Aguilar Gold Ltd	100	Silver Ore, Gold, Bismuth Ore,	31/01/10	See Note 10	See Notes 6 & 25
ML 3741	D'Aguilar Gold Ltd	100	Copper Ore, Lead Ore, Zinc Ore Gold
Shamrock Extended				30/09/09	See Note 11	See Note 7
ML 3748	D'Aguilar Gold Ltd	100	Tailings/Settling Dam water
Black Shamrock			supply	28/02/13		See Note 7
ML 3749	D'Aguilar Gold Ltd	100	Gold	31/07/07
North Chinaman						See Note 7
ML 3752	D'Aguilar Gold Ltd	100	Silver Ore, Arsenic Ore. Gold.	31/01/10	See Note 11	See Note 7
Shamrock Tallings			Bismuth Ore. Copper Ore
ML 3753	D'Aguilar Gold Ltd	$100$	Silver Orel Arsenic Orel Gold. 81/08/05		See Note 11	See Note 8
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14年11月11日

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SCHEDULE OF TENEMENTS

Tenure Type, Name & Number	Current Holder	Registered Percentage Interest	Minerals	Date of Expiry	Native Title	Notes
ML 6622 Golden Spur	D'Aquilar Gold Ltd	100	Silver Ore. Gold. Cobalt Ore. Copper Ore, Molybdenum, Ore, Lead Ore, Platinum, Pyrite, Rare Earths, Antimony Ore, Tin Ore, Tungsten/Wolfram/ Scheelite, Zinc Ore	31/07/09	See Note 10	See Note 6
ML 50059 Manumbar	D'Aquilar Gold Ltd and Australian Mineral Processes Ltd	75% and 25% respectively	Silver Ore, Gold, Copper Ore	31/12/03	See Note 10	See Notes 6 and 8
ML 50099 Manumbar Extended	D'Aguilar Gold Ltd and Australian Mineral Processes Ltd	75% and 25% respectively	Silver Ore, Gold, Copper Ore	31/08/05	See Note 10	See Notes 6 and 8
ML 50148 Tableland	D'Aquilar Gold Ltd	100	Silver Ore, Gold, Copper Ore	30/04/14	See Note 11	See Note 6
ML 50137 Long Tunnel	Navaho Mining Pty Ltd	100	Silver Ore, Gold, Copper Ore, Lead Ore, Platinum, Zinc Ore	31/08/09	See Note 11	See Note 6

SCHEDULE OF TENEMENTS

Tenure Type, Name & Number	Current Holder	Registered Percentage Interest	Minerals	Date of Expiry	Native Title	Notes
EPM 13833	Gympie Eldorado Gold Mines Pty Ltd	100	All minerals other than coal	Application Status	See Note 13	See Notes 18, 19 & 26
EPM 11122	Gympie Eldorado Gold Mines Pty Ltd	100	All minerals other than coal	19/06/03	See Note 13	See Notes 16, 1 & 26
Portion of EPM 6031	Gympie Eldorado Gold Mines Pty Ltd	100	All minerals other than coal	06/09/04	See Notes 13 & 14	See Notes 16, 26 & 27

SCHEDULE OF TENEMENTS

Tenure Type, Name & Number	Current Holder	Registered Percentage Interest	Minerals 1.11111111111111111111111111111111111	Date of Expiry	Native Title	Notes
SPL 189 Koloula	ARM	100% .	All minerals	24/09/03	$1.11 - 1.12 - 1.13 - 1.11 - 1.13 - 1.14 - 1.14$ All States
SPL 190	ARM	100%	All minerals	24/09/03
Central Guadalcanal	the contract of the contract of		the contract of the con-
SPL 191	ARM	100%	All minerals	24/09/03
Mbetilonga		College	$\cdots$ $\cdots$
SPL 195	ARM	100%	All minerals			See Note 9
Sutakiki

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Note 1 A Renewal Application has been lodged in respect of this Tenement.

Note 2 A Renewal Application has been lodged in respect of this Tenement. The Application was lodged outside of the 28-day period but still prior to expiry.

Note 3 This note has been intentionally left blank.

Note 4 This Tenement excludes the following areas:

• Sterile Land NPP 113 (National Park) reference 3612/A(15)(18)(proposed) NPWS ref 300984, Mudlo Gap National Park
• Mining Lease numbers 3669, 3670 and 50081. pursuant to Section 132(1) of the Mineral Resources Act 1989

Note 5 This Tenement excludes Mining Leases applied for, or granted prior to the grant of the exploration permit, pursuant to Section 132(1) of the Mineral Resources Act 1989 and proposed National Parks to which no objection has been offered.

Note 6 Compensation is required to be paid in respect of this Tenement.

Note 7 Compensation is not required to be paid in respect of this Tenement.

Note 8 An application has been made for the assignment of Australian Mineral Processors Limited's 25% interest to D'Aguilar Gold Limited, this is expected to be completed shortly.

Note 9 Due to the civil unrest in the country at the present time this Tenement has been suspended.

Note 10 This Tenement is subject to the following Native Title Claim - QC99/33 Wakka Wakka People #2. Registration Date 13/02/01. Federal Court Application No. Q6032/99

Note 11 This Tenement is subject to the following Native Title Claim - QC99/35 Gubbi Gubbi People #2. Registration Date 07/09/01. Federal Court Application No. 06034/99

Note 12 This Tenement is subject to the following Native Title Ciaim - QC98/45 The Jinibara People. Registration Date 29/09/98 Federal Court

Note 13 This Tenement is subject to the following Native Title Claim - QC99/35(B) Gubbi Gubbi People #2. Registration Date 07/09/01 Federal Court Application No. 6034B/99

Note 14 This Tenement is subject to the following Native Title Claim - QN94/1

Note 15 This Tenement excludes the following areas:

• National Park 399 Sterile/Curr.ipi.NP399
• Environmental Park Sterile/Prop.ipi.19

Note 16 This Tenement is subject to a Deed of Charge. However, the Agreement for Sale with D'Aquilar provides that the Tenements must be unencumbered at the time of transfer.

Note 17 This Tenement excludes the following areas - Commonwealth Acq/Pur(29)Sterile/Curr. Rifle Range.ipi.CW466

Note 18 This Tenement is subject to the following condition - Sterile Land 1603 (National Park), Reference 8986 - proposed

Note 19 This Tenement is subject to the following exclusions:

• Mining Leases 3739 and 50155;
• Mining Claim 50015

Note 20 This Tenement is exclusive of other than the following land:

• 1. Current or past private freehold land and exclusive possession tenures as defined in Schedule 1 Part 3 of the Native Title Act 1993 (land previously held under Tenures of this type, which is now held or currently set aside for the benefit of Aboriginals and Torres Strait Islanders or unallocated State land, and is occupied by Aboriginal people or Torres Strait Islanders, is not included).

• 2 Validly dedicated road reserves up to maximum width of 120.7m (six chains) that are surrounded by private freehold land or exclusive possession tentires as defined in 1 above.

• 1. Those parts of the area of a road (other than roads defined in 2 above, and either dedicated or otherwise legally available for public use). that contain a constructed road, to a maximum. distance of 60.35 (three chains) either side of the centre line of the constructed road.
• 1. Railway reserves containing constructed railways and/or associated infrastructure.

Note 21 This Tenement excludes the following areas:

National Park (sterile) Prop 3612/A (exclusive of ML 303 Bris)

Note 22 A Native Title objection was lodged on 29 November 2001 (consider this in conjunction with other Native Title notes).

Note 23 The Department searches reveal that this Tenement was situated within, at the date the Application was lodged, Authority to Prospect Application 1/86 Gympie.

Note 24 The Department searches reveal that this Tenement was situated within, at the date the Application was lodged, APM Appln 1/86(2) Gympie.

Note 25 The Department searches reveal that this Tenement was situated within, at the date the Application was lodged, Authority to Prospect for Minerals 3385.

Note 26 Each of the Gympie Tenements is the subject of the Acquisition Agreement [See Section 10].

Note 27 As D'Aguilar is acquiring a portion of EPM 6031 comprising sub-blocks, a transfer of part of an Exploration Permit cannot be registered under the MRA, it is proposed D'Aguilar's interests will be protected by registration under Section 157 of the MRA of an "agreement, dealing or other interest"

Note 28 These EPMs have conditional surrenders on them for the grant of EPMA 13730, which poversthe same sub-blocks as EPMs 6939 and 9759. The replacement EPM will include mineral sections. which were covered by an MDL application and excluded from the previous grants.

$[86]$

$\sum_{i=1}^{n}$ $\label{eq:1} \zeta^{(1)} \stackrel{\text{def}}{=} \frac{2\pi}{\Gamma} \frac{1}{\Gamma} \, .$ $\label{eq:2.1} \mathbf{E}(\mathbf{r}) = \mathbf{E}(\mathbf{r}) \mathbf{E}(\mathbf{r}) + \mathbf{E}(\mathbf{r}) \mathbf{E}(\mathbf{r})$ $\label{eq:2.1} \mathcal{L}{\mathcal{A}}(\mathbf{w}) = \mathcal{L}{\mathcal{A}}(\mathbf{w}) = \mathcal{L}{\mathcal{A}}(\mathbf{w}) = \mathcal{L}{\mathcal{A}}(\mathbf{w})$ $\begin{bmatrix} 1 & 0 & 0 \ 0 & 1 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 & 0 \ 0 & 0 & 0 & 0 & 0 &$ $\label{eq:3.1} \frac{1}{2} \int_{\mathbb{R}^3} \left| \frac{1}{\lambda} \left( \frac{1}{\lambda} \right) \right| \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \, \mathrm{d} \lambda \,$ $\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{1/2}\left(\frac{1}{\sqrt{2\pi}}\right)^{1/2}\left(\frac{1}{\sqrt{2\pi}}\right)^{1/2}\left(\frac{1}{\sqrt{2\pi}}\right)^{1/2}.$ $\frac{1}{2}$

By an agreement dated 22 May 2003 between the Company and Gympie Eldorado Gold Mines Pty Ltd. the Company has agreed to acquire the Gympie Tenements.

The consideration payable is the issue of 7,500,000 fully paid ordinary shares in the Company.

The Agreement is conditional upon the Company obtaining approval from the ASX for the official quotation of the Company and its securities on the ASX.

The Agreement is also conditional upon the Minister for Mines and Natural Resources approving the transfer by Gympie Eldorado of various sub-blocks within EPMs 11122 and 13833, and registration of various rights being acquired by D'Aguilar pursuant to Section 157 of the MRA in respect of sub-blocks within EPM 6031.

• The status and good standing of the Gympie Tenements;
• Native title in relation to the Gympie Tenements;
• Title to the Gympie Tenements.

By a separate agreement Gympie Eldorado may appoint two nominees to the Board of D'Aguilar and Gympie will have an exclusive three month first right of refusal in respect of any farm-out. joint venture or other disposal of any mining interest by D'Aguilar as well as any financing of development of any of D'Aguilar's projects.

At the date of this Prospectus, the conditions precedent referred to above have not been satisfied.

By an Agreement dated 30 September 2002 the Company acquired Navaho Mining Pty Ltd. being the holder of the Long Tunnel project area. comprising ML50137 and EPM11673

The consideration paid to the shareholders of Navaho was the issue of 1,986.989 shares in the Company.

Pursuant to the Agreement, Vince Mascolo and Joe Rigney have entered into a Sub-Underwriting Agreement with the Company providing for Sub-Underwriting of the Offer of up to an amount of \$500,000.

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• The due incorporation and good standing of Navaho;
• The good standing of the tenements held by Navaho;
• Native title in relation to the tenements held by Navaho: and
• The financial position of Navaho.

By an Agreement dated 7 October 2002, between WPI and the Company, the Company has acquired 100% of the share capital in ARM in consideration for the issue of 50 Shares in the Company. ARM is the holder of four Exploration Licences in the Solomon Islands and three in the Kilkivan area.

This Agreement contains the usual warranties on the part of the vendor as to such matters as the good standing and financial condition of ARM. Specifically a warranty is included to the effect that, notwithstanding the current political situation in the Solomon Islands (where several of the ARM tenements are located) and that ARM is currently therefore unable to carry out work on those tenements, that ARM has been advised by their solicitors that the tenements nonetheless remain in good standing.

The Agreement further sets out certain limitations on liability, including that claims must be notified to the parties concerned within one year after completion of the sale and purchase, and that a party's maximum liability under the agreement is limited to an amount equivalent to the purchase price.

The annonymitives completed on 21 December 2002

By deed dated 31 December 2002 between WPI and the Company, WPI has agreed to forgive the Company in respect of all debts owing by the Company to WPI. Additionally, WPI has agreed to forego any entitlement under the Income Tax Assessment Act 1936 (Commonwealth), to claim any loss arising from such forgiveness.

An Administration Services Agreement has been entered into between the Company and Samuel Capital Limited and is dated 21 May 2003.

Pursuant to this Agreement, Samuel Capital Limited ("Samuel") will provide administration and management services to the Company. Samuel will also provide office facilities to the Company under a non-exclusive licence to occupy.

Samuel will be reimbursed for the costs it incurs in providing these services plus a 10% margin, upon presentation of a monthly invoice by Samuel, and in any event, not more than \$7,500 per month. The initial term of this appointment is for 12 months and, if not terminated at the expiry of this term, will continue on a monthly basis until terminated.

The Agreement provides for quarterly review of Samuel's performance and can be terminated by either party on one month's notice or in the event of a breach of the Agreement, which is not remedied. or an insolvency event.

D'Aguilar has entered into a Consultancy Agreement with Samuel Capital Limited ("Samuel") and Nicholas Mather dated 21 May 2003 under which Samuel Capital Limited has agreed to provide certain consultancy services to D'Aguilar and will provide Nicholas Mather as the Managing Director of the Company.

Samuel will receive a base fee of \$175,000 per annum, with provision for adjustment based on semi-annual review by the Board on the basis of a minimum 25 hours per week. D'Aguilar is obliged to reimburse Samue! for all reasonable and necessary expenses incurred by it in the

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Samuel are entitled to terminate the Agreement upon giving three (3) months written notice, but not before the expiration of twelve (12) months from the commencement of the Agreement. Further, D'Aquilar is entitled to terminate the Agreement upon the happening of various events in respect of Samuel's solvency or other conduct or if Mr Mather ceases to be a director.

The Agreement provides for a six-monthly review of performance by Samuel thereunder and for a renewal of the initial two (2) year term of the Agreement if the parties mutually agree to such an extension.

Each of the Directors of the Company has entered into a Deed with the Company whereby the Company has provided certain contractual rights of access to books and records of the Company to those directors and to effect and maintain insurance in respect of directors' and officers' liability and provide certain indemnities to each of the directors, to the extent permitted by law.

D'Aquilar has entered into a service agreement with Albiano Pty Ltd and Mr Cornish for the provision of Executive and Office Administration Services. including the provision to D'Aquilar of a Company Secretary ("the Services").

Under this Agreement Albiano Pty Ltd will receive a base fee of \$30,000 per annum, together with reimbursement for reasonable and necessary expenses incurred by it in its provision of the Services. D'Aguilar may give written notice of termination in circumstances where Albiano Pty Ltd is, amongst other things, in breach of its obligations under the Agreement. Reciprocal indemnities are provided in the Agreement in respect of actions caused by negligent or intentional acts or omissions of the parties.

The agreement is conditional on the successful listing of the Company on the ASX.

On 11 July 2001 Western Pacific Gold Inc. Maxetec Australia Limited and D'Aguilar entered into a Heads of Agreement to effect the purchase of D'Aguilar from Maxe-tec by Western Pacific Gold

Inc ("the WPI Agreement"). The WPI Agreement required the parties to it to enter into further agreements to formalise the rights and obligations of the parties under the WPI Agreement as follows. To accommodate the relationship between Western Pacific Gold Inc and D'Aquilar that will exist post the Issue, D'Aquilar and WPI have entered into a further agreement to deal with the rights and obligations of them both under the WPI Agreement and the associated agreements ("the Further Agreement").

Western Pacific Gold Inc Agreement

Under this Agreement, if within thirty (30) months of completion of the WPI Agreement, WPI produces a bankable mining feasibility study for at least a 350,000oz deposit at Kilkivan, WPI is presently obliged to pay an additional consideration to Maxetec in the sum of A\$750,000 by cash and/or shares.

As this obligation on the part of WPI will exist in the event that D'Aguilar, within the same period, produces such a study, D'Aguilar has agreed to be responsible for the discharge of any such obligation on the part of WPI by agreeing to provide the necessary cash and an indemnity to WPI in respect of the same.

Western Pacific Gold Inc Option Deed

Under this Agreement between Maxe-tec and WPI, WPI has an option to purchase land at Kilkivan from Maxe-tec upon which the processing plant and tailing dam infrastructure is situated for the sum of A\$750,000.00. That option is exercisable on or before 11 July 2005 and is non-assignable without Maxe-tec's consent.

It may not be necessary for D'Aquilar to require, as part of any exploration or mining operations at Kilkivan, the acquisition of the land. However, in the event that D'Aguilar is desirous of doing so at any time during the life of the Option held by WPI, WPI has agreed with D'Aguilar in respect of the land as follows:

• If D'Aquilar, during the Option term, requires the Option to be exercised, WPI will agree to do so;
• As a condition of exercising the Option, WPI will require D'Aguilar to fund the purchase price thereunder; and

WPI will on-sell the land to D'Aquilar. in the event of the exercise of the Option, in satisfaction of any funding by D'Aguilar to fund the exercise of the Option.

Crushed Rock Management Agreement

WPI has entered into an Agreement with Maxe-tec in respect of waste rock management arrangements at Kilkivan. Under these arrangements, WPI has various management and related rights in respect of waste rock material situated in or upon the Shamrock and Tablelands Mines. This material can be used for road base and other construction applications.

Under these arrangements, WPI presently has the right to procure contracts for the sale, supply or disposal of such material on commercial terms, and derive a fee for doing so.

WPI has appointed D'Aguilar as its agent for the purposes of carrying out the obligations of WPI in its name thereunder.

WPI has agreed to meet D'Aguilar's direct costs in carrying out these obligations.

No revenue or profits are currently being derived by WPI.

Pursuant to Deeds entered into in May 2003 between the Company and interests associated with three of the Directors of the Company ("the Bondholders"), the Bondholders have agreed to assume the principal responsibility for the discharge of \$1,300,000 in total of the environmental liability and restoration obligations of the Company in respect of its mining leases.

Samuel Capital Limited has taken \$500,000 of the Bonds and is an entity associated with Mr Mather, a director. Vincent Mascolo and Damien Reynolds, both directors of the Company, have taken \$400,000 of the Bonds, respectively.

Under the terms of the Bond, the Bondholders are entitled to an annual fee of 10% of the amount provided for under the Bond ("Bond Fee") payable quarterly in advance.

The Bondholders have also been granted in total 4,500,000 Options to subscribe for Shares at an $[89]$

exercise price of \$0.20 per Share and exerciseable at any time on or before 31 October 2005.

• In the event that the Shares are listed on the
• ASX, the average weighted price of the Shares on the ASX on the 10 Business Days prior to the anniversary of the Bond; or
• In the event that the Shares are not listed on the ASX, at an issue price of the market value of the Shares as determined by the auditor of the Company at the time of the anniversary of the Bond.
• the mining leases are transferred by the Company to a third party;
• the Company substantially redisturbs the affected areas covered by the Bond;
• the Company gives notice to the bondholders; or
• the Bondholders give notice after 31 December 2004.

Bondholders will be liable to make payments to the Company under the Bond if called upon, once the Company has first exhausted other options available to it to meet the costs of restoration and rehabilitation liabilities.

Additionally, the Company has agreed under the Bond to assign to the Bondholders its entitlement to seek indemnity from Maxe-tec Australia Limited in respect of the liability guaranteed under the Bond.

The Bonds are conditional upon the listing of the Company on the ASX.

• The Company has established the Directors' and Executive Officers' Option Plan. No options have been issued under the Plan, nor is it intended that any will be issued until after listing on the ASX, and then only with the approval of Shareholders.
• The securities to be issued pursuant to the Directors' and Executive Officers' Option Plan are options to subscribe for Shares:
• The persons who are eligible to participate in the Directors' and Executive Officers' Option Plan include members of the Board and other executive officers of the Company ("Eligible Person") or their nominee under the Plan, and also those Executive Officers (as that term is defined in the Corporations Act 2001 (Cwlth)) who have been selected by the Board to participate in the Directors' and Executive Officers' Option Plan;
• The options will not be transferable or assignable to any person other than an Eligible Person's nominee:
• A maximum number of options equal to 5% of the capital at the time may be issued under the Directors' and Executive Officers' Option Plan;
• The options to be issued to Eligible Persons shall lapse in the case of cessation of office three months after cessation and in all other cases. seven business days after the third anniversary of their issue date:
• After listing of the Company on the ASX, the exercise price of the options to be issued shall be set at a price to be determined by the Board, but not less than a premium of 10% to the prevailing average market price of the shares of the Company on the ASX at the time of issue:
• Shares issued on the exercise of the options will rank pari passu with all existing Shares of the Company from the date of issue.

after their issue.

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• The options may be exercised wholly or in part by notice in writing to the Company received at any time during the relevant exercise period together with a cheque for the exercise price and the option certificate (if any) for those options for cancellation by the Company.
• Quotation of options on the ASX will not be sought. The Company shall allot the number of Shares the subject of any exercise notice and apply at its cost for listing of the Shares within 14 days of the allotment of the Shares;
• The number of Shares which may be acquired on the exercise of an option, and the exercise price, will be adjusted, as appropriate.
• following any pro-rata bonus issue, rights issue, reconstruction or reorganisation of the issued ordinary capital of the Company.
• While the optionholders do not have any participating rights in new issues of securities in the Company during the term of any options held, the optionholders shall be afforded a period of at least 10 business days before the record date, to determine entitlements to the issue, to exercise the options, and it shall be a condition of the options that any entitlements to bonus issues of securities are only available to optionholders in the event of a prior exercise of the options.
• If there is to be a reorganisation of the issued shares in the Company, unexercised options will be reorganised in accordance with the requirements of the ASX Listing Rules.

The above description is a summary only of the principal terms and conditions of the Directors' and Executive Officers' Option Plan. A copy of the Directors' and Executive Officers' Option Plan is available for inspection as set out in Section 11.10 of this Prospectus.

$\alpha$ and $\alpha$ and

The Company has established the D'Aguilar Employee Share Option Plan ("ESOP") to assist in the retention and motivation of employees by providing them with the opportunity to acquire Shares.

Under the ESOP options over unissued Shares in the Company will be offered. This Prospectus does not comprise an offer or invitation to acquire options under the ESOP.

At the date of this Prospectus no options have been issued under the ESOP.

The ESOP contains the usual provisions dealing with matters such as the administration, variation, termination or suspension of the plan.

• The persons who are eligible to participate in $\ddot{\phantom{a}}$ the ESOP are employees of the Company ("Eligible Employee") or their nominee who have been selected by the Board to participate in the ESOP:
• The options will not be transferable or assignable to any person other than an Eligible Employee's nominee;
• The options may only be exercised at any time after their issue.
• The options may be exercised wholly or in part by notice in writing to the Company received at any time during the relevant exercise period together with a cheque for the exercise price and the option certificate (if any) for those options for cancellation by the Company.
• The Company shall allot the number of shares the subject of any exercise notice and apply at its cost for listing of the Shares within 14 days of the allotment of the shares;
• The options will be exercisable after admission of the Company to the ASX, at a price to be determined in the absolute discretion of the Board, but not to be less than a premium of 10% to the prevailing average market price for the Shares of the Company on the ASX.

Shares issued on the exercise of the options will rank pari passu with all existing Shares of the Company from the date of issue.

The number of Shares which may be acquired on the exercise of an option and the exercise price will be adjusted, as is appropriate, following any pro-rata bonus issue, rights issue, reconstruction or reorganisation of the issued ordinary capital of the Company.

The maximum number of options that may be offered to participants under the ESOP is 5% of the issued capital at the time. If there is to be a reorganisation of the issued shares in the Company, unexercised ootions will be reorganised in accordance with the requirements of the ASX Listing Rules.

• • The expiration of seven business days after three years after the date of issue;
• The expiry of three months, or any longer period which the Directors determine, after the Eligible Employee ceases (as applicable) to be employed by the Company or a Subsidiary of the Company; or
• The Eligible Employee ceases to be employed by the Company or a Subsidiary of the Company due to fraud or dishonesty.

Quotation of options on the ASX will not be sought. The Company will apply for quotation of Shares arising upon the exercise of options.

The above description is a summary only of the principal terms and conditions of the ESOP. A copy of the ESOP Rules are available for inspection as set out in Section 11.10 of this Prospectus.

Existing Shareholders under sub-underwriting agreements in a common form with the Company may subscribe for or cause and procure subscriptions to be made for, some of the Shares offered under this Prospectus.

Pursuant to deeds between the Company and some of the Existing Shareholders being interests associated with the Directors of the Company holding some 20,325,387 Shares ("Escrow Shareholders"), each of the Escrow Shareholders have agreed to voluntary restrictions in respect of the majority of the Shares it holds in the Company for a maximum period of six months from the listing of the Company on the ASX after completion of the Issue.

$\label{eq:2.1} \mathcal{L}(\mathcal{T}) = \mathcal{L}(\mathcal{L}) = \mathcal{L}(\mathcal{L}) = 0.1$ $\sim 10^{-1}$

• A takeover bid is made by any party for all of the issued Shares in the Company and which is recommended for acceptance by the directors of the Company;
• A Scheme of Arrangement is proposed in respect of all of the ordinary Shares in the Company, which is recommended for acceptance by the directors of the Company;
• The members of the Company in general meeting in a meeting at which neither the Escrow Shareholders nor any associate of the Escrow Shareholders (within the meaning of the Corporations Act) votes, consents to any such sale.
• The Shares trade at an average weighted price of 24 cents over five days at any time during the first three (3) months from listing on the ASX; or
• The Shares trade at an average weighted price of 20 cents over five days at any time after three (3) months from listing on the ASX.

D'AGUILAR GOLD LIMITED PROSPECTUS 2003

$[91]$

The Directors are responsible for protecting the rights and interests of the shareholders through the implementation of sound strategies and action plans, and development of an integrated framework of controls over the Company's resources, functions and assets.

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 ethical standards.

This statement outlines the main corporate governance policies which the Directors have adopted.

Composition of the Board

The Board comprises six directors. The names, qualifications and relevant experience of each Director is set out in the section of this Prospectus entitled Board of Directors.

The Company's Constitution provides that it shall at all times have at least three and not more than nine Directors. There is no requirement for any Director's shareholding qualification.

As the Company's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of directors required to supervise adequately the Company's activities determined within the limitation imposed by the Constitution.

Board Membership

The Board has no nomination committee. Members of the Board have been brought together to provide a blend of qualifications, skills and national and international experience required for managing a company operating within the mining industry.

Appointment and retirement of non-executive directors

The Company's Constitution provides that Directors are subject to retirement by rotation, by order of length of appointment. Retiring directors are eligible for re-election by shareholders at the annual general meeting of the Company.

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 approval from the Board, approval of which will not be unreasonably withheld.

Independent Professional Advice

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

Compensation Arrangements

The maximum aggregate amount payable to nonexecutive Directors as Directors' fees has been set at \$185,000. The Constitution provides that Directors' fees can only change pursuant to a resolution at a general meeting.

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

Audit Committee

The Board intends to establish an audit committee.

Environmental and OHS Committee

The Company intends to establish an Environmental and Occupational Health and Safety committee.

Internal Management Controls

The Company's main assets are located in Australia. Control over the operations is exercised by the Managing Director.

The Board also monitors the performance of outside consultants engaged from time to time to complete specific projects and tasks.

Identifying Significant Business Risks

The Board regularly 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 the value of the Company's shares, however, the Directors recognise that mineral exploration is inherently risky.

$\Delta \phi = 0.01$ and $\phi = 0.01$

A summary of the rights which relate to all Shares which may be issued pursuant to this Prospectus are set out below. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of the Company's Shareholders.

Votina

At a general meeting of the Company on a show of hands, every member present in person, or by proxy, attorney or representative, has one vote, and upon a poll, every member present in person, or by proxy, attorney or representative has one vote for every Share held by them.

Dividends

The Shares will rank equally with all other issued Shares in the capital of the Company and will participate in dividends out of profits earnt by the Company from time to time. Subject to the rights of holders of Shares of any special preferential or qualified rights attaching thereto, the profits of the Company are divisible among the holders of Shares in proportion to the Shares held by them, irrespective of the amount paid up or credited as paid up thereon. The Directors may from time to time pay to Shareholders such interim dividends as in their judgement the position of the Company justifies.

Winding Up

Upon paying the application monies, Shareholders will have no further liability to make payments to the Company in the event of the Company being wound up pursuant to the provisions of the Corporations Act.

Transfer of Securities

Generally, the Shares and Options in the Company will be freely transferable, subject to satisfying the usual requirements of security transfers on the ASX. The Directors may decline to register any transfer of Shares, but only where permitted to do so under its Constitution or the ASX Listing Rules.

Sale of Non-Marketable Holdings

The Company may take steps in respect of nonmarketable holdings of Shares in the Company to effect an orderly sale of those Shares in the event that holders do not take steps to retain their holdings.

The Company may only take steps to eliminate nonmarketable holdings in accordance with the Constitution and the ASX Listing Rules.

For more particular details of the rights attaching to Shares in the Company, investors should refer to the Constitution of the Company.

a de la construcción de la construcción de la construcción de la construcción de la construcción de la construc

A summary of the terms of the Options granted to the Bondholders Samuel Capital Ltd, Vince Mascolo and Damien Revnolds is as follows:

• The Options will expire on 31 March 2006 ("Expiry Date") unless earlier exercised;
• The Options will be transferable in whole or in part, subject to the provisions of the Constitution of the Company and the Listing Rules of the ASX:
• The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price of 20 cents each to the Company at any time prior to the Expiry Date;
• Upon the valid exercise of the Options and payment of the exercise price, the Company will issue fully paid Ordinary Shares ranking pari passu with the then issued Ordinary Shares:
• Holders of the Options will be permitted to participate in new issues of securities of the Company to Shareholders generally on the prior exercise of the Options, in which case the holders of the Options will be afforded the period of at least 10 business days' notice prior to and inclusive of the books closing date (to determine entitlements to the issue) to exercise the Options:

• In the event of any reconstruction (including consolidation, subdivision, reduction or return). of the fact and control of the Comp

• The number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders: and

• (subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital) in all other respects the terms for the exercise of the Options will remain unchanged; and
• The Company does not presently intend to apply for listing of the Options on the ASX.

These Options may only be exercised subject to the listing of the Company on the ASX.

WPI is the holder of 8,000,050 Shares in the Company.

Pursuant to this Prospectus, it is proposed that WPI distribute all of the Shares held by WPI to its shareholders as at the Record Date on a pro-rata basis, by way of a declaration of a dividend.

The only limitations under Australian law on the rights of non-Australian residents to hold or vote the Shares of an Australian company are set forth in the Foreign Acquisitions and Takeovers Act (the "FATA"). The FATA regulates acquisitions giving rise to ownership of substantial amounts of a company's shares.

• any natural person not ordinarily resident in Australia; or
• any corporation in which either a natural person not ordinarily resident in Australia or a foreign corporation (as defined in the FATA) holds a substantial interest; or

two or more such persons or corporations which hold an aggregate substantial interest (defined below), from entering into an agreement to acquire Shares if after the acquisition such person or corporation would hold a substantial interest in a corporation, without first applying in the prescribed form for approval thereof by the Australian Treasurer and receiving such approval or receiving no response in the 40 days after such application was made.

A holder will be deemed to hold a substantial interest in a corporation if the holder alone or together with any associates (as defined in the FATA) is in a position to control not less than 15% of the voting power in the corporation or holds interests in not less than 15% of the issued Shares in that corporation. Two or more holders hold an aggregate substantial interest in a corporation if they, together with any associates (as so defined), are in a position to control not less than 40% of the voting power in that corporation or hold not less than 40% of the issued Shares in that corporation.

The Constitution of the Company contains no limitations on a non-resident's right to hold or vote the Company's Shares.

The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.

There has not arisen, at the date of this Prospectus, any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company, to affect substantially:

• the operations of the Company,
• the results of those operations; or
• the state of affairs of the Company.

Notwithstanding that they may be referred to elsewhere in this Prospectus:

Hopgood Ganim Lawyers are named in the Corporate Directory as Solicitors to the Company. They were involved in the preparation of the Legal Report set out in Section 9 of this Prospectus and they have been involved in the process of reviewing this Prospectus for consistency with the material contracts. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. Hopgood Ganim will be paid for work performed in accordance with usual time-based charge-out rates and estimate their professional costs at \$80,000, at the date of this Prospectus.

BDO Kendalls are named in the Corporate Directorv as Investigating Accountants to the Company. They were involved in the preparation of the Independent Accountant's Report set out in Section 8 of this Prospectus. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. BDO Kendalls will be paid for work performed in accordance with usual time-based charge-out rates and estimate their professional costs at \$15,000, at the date of this Prospectus.

Veronica Webster Pty Limited are named in the Corporate Directory as Independent Geological Consultants to the Company. They were involved in the preparation of the Independent Geological Consultant's Report, an outline of which is set out in Section 7 of this Prospectus. In doing so, they have placed reasonable reliance upon information provided to them by the Company and other third parties. They do not make any other statement in this Prospectus. Veronica Webster Pty Limited will be paid for work performed in accordance with usual time-based charge-out rates and estimate their professional costs at \$56,318 at the date of this Prospectus.

Douglas Heck & Burrell Registries has given and has not withdrawn its consent to be named in this Prospectus as the Share Registry of the Company in the form and context in which it is named. It has had no involvement in the preparation of any part of this Prospectus other than recording its name as Share Registrar to the Company. It takes no responsibility for any part of the Prospectus other than the references to its name.

Hopgood Ganim Lawyers, BDO Kendalls and Veronica Webster Pty Limited have acted as experts and have given, and have not before the lodgement of this Prospectus, withdrawn their written consent to the issue of this Prospectus, with the statement purporting to be made by them or to be made on a statement by them, included in the form and context in which it is included. To the extent permitted by law, they each disclaim any responsibility for any misleading statements or omissions in this Prospectus.

Copies of following documents may be inspected free of charge at the registered office of the Company and at the offices of the Company's Solicitors, Hopgood Ganim Lawyers, 3rd Floor, 141 Queen Street, Brisbane, during normal business hours:

• the Material Contracts in Section 10;
• the Share Option Plans in Section 9:
• $\hat{\mathcal{A}}$ the Constitution of the Company; and

. . .

the consents referred to in Section 11 of this $\bar{\mathcal{A}}$ Prospectus

If the Issue proceeds, the total estimated costs of the Issue including capital raising fees and commissions. advisory, ASIC and ASX fees, prospectus printing and miscellaneous expenses will be approximately \$429,000, assuming full subscription.

$\sim 3$

The Constitution of the Company provides that the Non-Executive Directors are entitled to remuneration as determined by the Company in a general meeting to be apportioned among them in such manner as the directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is \$185,000.00 per annum. Additionally, Non-Executive Directors will be entitled to be reimbursed for properly incurred expenses.

If a Non-Executive Director performs extra services, which in the opinion of the Directors are outside the scope of the ordinary duties of the Director, the Company may remunerate that Director by payment of a fixed sum determined by the Directors in addition to or instead of the remuneration referred to above. However, no payment can be made if the effect would be to exceed the maximum aggregate amount payable to Non-Executive Directors. A Non-Executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Directors' or General Meetings of the Company or otherwise in connection with the business of the Company.

$\label{eq:3.1} \mathcal{H}{\mathbf{q},\mathbf{q}}(z) = \mathcal{H}{\mathbf{q},\mathbf{q}}(z) = \mathcal{H}{\mathbf{q},\mathbf{q}}(z) = \mathcal{H}{\mathbf{q},\mathbf{q}}(z)$

The remuneration of any Executive Director may from time to time be fixed by the Directors. The remuneration may be by way of salary or commission or participation in profits, but may not be by commission on, or a percentage of, operating revenue. Except as disclosed in Section 10, no remuneration will be payable to Executive Directors.

$\sim 10^{-1}$

The nature and extent of the interests (if any) that:

• a person named in the Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus;
• a promoter of the Company; or
• a stockbroker or underwriter (but not a sub- $\mathcal{L}^{\pm}$ underwriter) to the Issue;

holds, or held at any time during the last two years in:

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

is set out in Sections 5 and 11.

The amount that anyone has paid or agreed to pay, or the nature and value of any benefit anyone has given or agreed to give for services provided by:

$[95]$

• a person named in the Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus;
• a promoter of the Company; or
• a stockbroker or underwriter (but not a subunderwriter) to the Issue:

in connection with:

• the formation or promotion of the Company; or
• the Offer,
• is set out in this Section 11.

The nature and extent of the interest (if any) that the Directors of the Company hold, or held at any time. during the last two years in.

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

is set out in Sections 5 and 11.

The amount (if any) that anyone has paid or agreed to pay, or the nature and the value of any benefit anyone has given or agreed to give to a Director of the Company, or proposed Director of the Company:

• to induce them to become, or to qualify as, a Director of the Company; or
• for services provided by a Director inconnection with:
• the formation of the Company: or
• the Offer.

is set out in this Section 11.

By submitting an Application Form for Shares you. are providing to D'Aguilar personal information abolitivou. "Evin liée actionny de complété and accurate bersonal information, your application may not be able to be processed.

D'Aquilar maintains the register of members of the Company through Douglas Heck & Burrell, an external service provider. D'Aguilar requires Douglas Heck & Burrell to comply with the National Privacy Principies with performing these services. The Company's register is required by law to contain certain personal information about you such as your name and address and number of Shares and Options held. In addition D'Aguilar collects personal information from members including contact details, bank accounts. membership details and tax-file numbers.

This information is used to carry out registry functions such as payment of dividends, sending annual and half-yearly reports, notices of meetings. newsletters and notifications to the Australian Taxation Office. In addition, contact information will be used from time to time to inform members of new initiatives concerning D'Aguilar.

D'Aguilar understands how important it is to keep your personal information private. D'Aquilar will only disclose personal information we have about you:

• when you agree to the disclosure;
• when used for the purposes for which it was collected:
• when disclosure is required or authorised by law:
• to other members of the D'Aquilar group of companies:
• to your broker;
• to external service suppliers who supply services in connection with the administration of the Company's register such as mailing houses and printers. Australia Post and financial institutions.

You have the right to access, update and correct your personal information held by D'Aquilar and Douglas Heck & Burrell, except in limited circumstances. If you wish to access, update or correct your personal information held by Douglas. Feck & Burrett or by D'Aguilar please contactiour. respective offices.

If you have any questions concerning how the عدعوا منوابع صمام الامتعلقات بالبردية بالإمريكان يوليداها contact the Company

An electronic version of this Prospectus is available from the Company at World Wide Web URL address http://www.daguilar.com.au on the Internet.

The application form may only be distributed attached to a complete and unaltered copy of the Prospectus. The application form included with this Prospectus contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the application form.

The Company will not accept a completed application form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of the Prospectus or if it has reason to believe that the application form or electronic copy of the Prospectus has been altered or tampered with in any way.

While the Company believes that it is extremely unlikely that in the Issue period the electronic. version of the Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that it will not be the case. Any investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus ought immediately request a paper copy of the Prospectus directly from the Company or a financial adviser.

Each of the Directors of D'Aguilar and Western Pacific Gold Inc have consented to the lodgement of this Prospectus with the ASIC.

Signed on behalf of D'Aguilar by:

Brian Moller

.
Christcoher Rawlings

Signed on behalf of Western Pacific Gold incliby:

With

[주기] 이번 - [미디어 : TV [U] $\label{eq:2.1} \mathcal{L}(\mathcal{L}^{\mathcal{L}}(\mathcal{H}^{\mathcal{L}})) = \mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}})) = \mathcal{L}^{\mathcal{L}}(\mathcal{L}^{\mathcal{L}}(\mathcal{H}^{\mathcal{L}}))$	1월 1월 17일 - 스카이스 (Q)
Series (Series Series ) S	$\label{eq:2.1} \sum_{\substack{m=1\m\neq m}} \sum_{\substack{m=1\m\neq m}} \left \frac{1}{m} \right {m=1} = \sum{\substack{m=1\m\neq m}} \left \frac{1}{m} \right {m=1} = \sum{\substack{m=1\m\neq m}} \left \frac{1}{m} \right {m=1} = \sum{\substack{m=1\m\neq m}} \left \frac{1}{m} \right {m=1} = \sum{\substack{m=1\m\neq m}} \left \frac{1}{m} \right {m=1} = \sum{\substack{m=1\m\ne$
→ Looking → Looking → Looking → Looking → Looking → Looking → Looking → Looking → Looking → Looking → Looking	$\label{eq:2.1} \begin{split} \mathcal{L}{\text{max}}(\mathbf{r}) & = \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text{max}}(\mathbf{r}) \ & = \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text{max}}(\mathbf{r}) \ & = \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text{max}}(\mathbf{r}) \ & = \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text{max}}(\mathbf{r}) \mathcal{L}{\text$
	的第三人称单数 医血管下的 医血管下的 医血管下的 医心包 医心包 医心包 医心包 医心包 医心包 医心包
$\mathbf{q}$ and the proposition of the space of the space of the space of the space of the space of the space of the space of the space of the space of the space of the space of the space of the space of the space of the spa	$\mathcal{L}{\mathcal{A}}$ and $\mathcal{L}{\mathcal{A}}$ are the set of the set of the set of the $\mathcal{L}_{\mathcal{A}}$ the control of the control of
$\mathcal{L}\text{max}$ and $\mathcal{L}\text{max}$ is a set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of t	$\label{eq:2.1} \frac{1}{2} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2}} \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \, \mathrm{d} \mu \,$
	$\label{eq:2.1} \begin{split} \frac{d}{dt} \left( \frac{d}{dt} \right) & = \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d}{dt} \left( \frac{d}{dt} \right) \frac{d$
$\mathbf{q}$ and the following constraints are constraint to the following part of the $\mathbf{q}$	$\label{eq:2.1} \begin{split} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} &\leq \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} &\leq \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} &\leq \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} &\leq \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} &\leq \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} &\leq \frac{1}{\sqrt{2}}\left(\frac$
	图 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 1999年 - 199
→ 1 → 2 → 2 → 2 → 2 → 2 → 2 → 2 → 3 → 4 → 4 → 4 → 2 →

Application Form

Application form to apply for Shares attached to the Prospectus.

ARM Australian Resource Management (ARM) Pty Ltd ACN 052 354 837.

ASIC Australian Securities & Investments Commission.

ASX Australian Stock Exchange Limited ACN 008 624 691.

ASX Listing Rules Listing Rules of the ASX.

Board of Directors Directors of the Company.

2003

Corporations Act Corporations Act 2001 (Cth).

D'Aguilar or Company D'Aguilar Gold Limited ABN 67 052 354 837.

Eligible Gympie Shareholder A Shareholder of Gympie in the register of members as at the Gympie Record Date.

Existing Shareholders All Shareholders in the Company at the date of this Prospectus.

Exposure Period

The period beginning on the date of lodgement of the Prospectus with the ASIC and ending seven days after such lodgement, unless the period is extended by the ASIC, in which event it means the extended period.

Gympie or Gympie Gold Gympie Gold Ltd ACN 000 759 535.

Gympie Eldorado Gympie Eldorado Gold Mines Pty Ltd ACN 068 754 530.

Gympie Record Date

19 June 2003. being the date for Gympie Shareholders and Noteholders to be entered on the register so as to receive a copy of this Prospectus.

Gympie Tenements

EPM application 13833, EPM 11122 and a portion of EPM 6031 comprising six sub blocks held by Gympie Eldorado Gold Mines Pty Ltd.

Issue

The issue of Shares pursuant to this Prospectus.

Minimum Entitlement

A parcel of Shares having a value of \$2,000.00 and comprising hereunder 10,000 Shares.

Mining Leases

The Mining Leases held by D'Aguilar and Navaho in Queensland.

Navaho Mining

Navaho Mining Pty Ltd, a wholly owned subsidiary of D'Aquilar.

Offer

The Offer of Shares pursuant to this Prospectus.

Prospectus

This Prospectus for a public issue of a maximum of 20,000,000 ordinary fully paid Shares to be offered for subscription at 20 cents each.

Public Offer

The offer of a maximum of 20,000,000 ordinary fully paid Shares to be offered for subscription at 20 cents each to the public generally.

Record Date

The date for determining WPI Participating Shareholder entitlement to participation in the Share Distribution.

Shares

The ordinary Shares to be issued under this Prospectus.

Shareholders

Holders of existing Shares in the Company.

Share Distribution

The proposed distribution by WPI of 8.000.050 Shares to its members.

WPI

Western Pacific Gold Inc. a Canadian corporation listed on the Canadian Venture Exchange.

WPI Participating Shareholders

The members of WPI entered in the Register of Members on the Record Date.

(This page is intentionally left blank)

$\sim 10^6$

ī

$\bar{a}$

PLEASE USE BLOCK LETTERS

IMPORTANT

In order to comply with the requirements of the Corporations Law, this Application Form must not be handed on unless attached to the Prospectus dated 28 May 2003.

A.	The minimum application is for 10,000 Shares			Brokers Stamp including ASX Number
	I/We apply for	(number)	Shares
	And lodge in full application money @ 20 cents per Share	A\$ (figures)
Β.	it to the Company's Australian Share Registry. Full Name	Complete your cheque made out to "D'AGUILAR GOLD LIMITED" for this amount, attach it to this Application Form and deliver
		Applicant Given Name/s or Company Name		Surname/ACN
	Must be in the name of an individual or company	Joint Applicant Given Name/s or Company Name Refer to correct forms of registrable name on back page		Surname/ACN
C.	Designated Account (Optional)
		Account Name Refer to correct forms of registrable name on reverse
D.	CHESS
		Broker Sponsored Refer to CHESS details on reverse	SBN/IPN	S/HIN
Ε.	Complete address details
		No and Street Refer to CHESS details on reverse
		Suburb or City	State/Territory	Postcode
F.	Telephone details	Home	Work	Contact Name
G.	Cheque details	Drawer
		Bank	Branch	A\$

This application is made according to the declarations and appropriate statements overleaf and the applicant agrees to be bound by the terms and conditions $H$ set out in the Prospectus and to be bound by the Constitution of D'AGUILAR GOLD LIMITED ABN 67 052 354 837. The applicant acknowledges that no notice of acceptance of the application will be provided, and agrees to be bound upon acceptance of the application by the Company.

Before making this application, the applicant should read this Prospectus to which this Application Form relates. The Applicant is not required to sign this Application Form. I/We apply this/these Australian Tax File Number/s or Exemption/s to my/our investment in D'AGUILAR GOLD LIMITED ABN 67 052 354 837.

Complete the applicable

Applicant Full Name or Company name

Australian Tax File Number details

Tax file number or Exemption (if applicable)

Joint Applicant Full Name or Company name Tax file number or Exemption (if applicable)

......../............/.........

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

Applications must be made on the coloured application forms attached to this Prospectus. Please complete all parts of the application form using BLOCK LETTERS.

Use correct forms of registrable name (see back page). Applications using the wrong form of name will be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated in box A that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate. It is not necessary to sign the Application Form; we are a substitution of the

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.

PAYMENT

Applications for Shares must be accompanied by the application money of 20 cents per Share (in Australian currency). Cheques should be made payable to D'AGUILAR GOLD LIMITED and crossed "Not Negotiable".

DECLARATIONS BY APPLICANTS

Each applicant makes the following declarations and statements by submitting this Application Form:

• All details and statements on the application are complete and accurate and the application complies with the terms of the Prospectus.
• The applicant is not a minor.
• The applicant is not, as a result of the law of any place, a person to whom this Prospectus should not be given.
• The applicant received personally the complete and unaltered Statement (or a printed copy if received electronically) attached to the application form before applying for Shares.
• In the case of an application from an Eligible Gympie Shareholder, that they are a registered holder of shares in Gympie

CORRECT FORMS OF REGISTRABLE NAME

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons. companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person. Securities cannot be registered in the name of a trust and no trust can be implied.

LODGING OF APPLICATIONS

Completed Application Forms and cheques must be lodged at the Company's Share Registry or with the Company.

Applications must be received by no later than 5:00pm. Brisbane time on 8 August 2003.

CHESS SYSTEM

The Company intends to become an issuer Sponsored participant in the Australian Stock Exchange CHESS System. This enables a holder to receive a statement of holding rather than a Share certificate. If you are already a Broker Sponsored participant in this system, you may complete this Section or forward a signed Application Form to your sponsoring broker for completion prior to lodgement. Otherwise, leave the boxes in Section D blank and your Shares will automatically be Issuer Sponsored on allotment.

TAX FILE NUMBERS

The collection of tax file number ("TFN") information is authorised and its use and disclosure are strictly regulated by the tax laws and the Privacy Act. Please note that it is not against the taw not to provide your TEN or claim an exemption. however, if you do not provide your TEN or claim an exemption you should be aware that tax will be taken out of any unfranked dividend distribution at the maximum tax rate.

If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim. an exemption, a separate form may be obtained from the Australian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contact your taxation adviser or any Taxation office.

CORRECT FORM OF REGISTRABLE TITLE:

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to D'AGUILAR GOLD LIMITED ABN 67 052 354 837. At least one full given name and the sumame 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 example of the correct forms of registrable title below:

Type of investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Individual	John Alfred Brown Use given names, not initials	JA Brown
Company	ABC Pty Ltd Use company title, not abbreviations	ABC P/L or ABC Co.
Trusts	Sue Brown Sue Brown Family A/C Use trustee(s) personal name(s)	Sue Brown Family Trust Do not use the name of the trust
Deceased Estates	Jane Brown Est John Brown A/C Use executor(s) personal name(s)	Estate of late John Brown
Partnerships	John Brown and Son A/C	John Brown and Son
	John Brown and Michael Brown Use partners' personal names	Do not use the name of the partnership.
Clubs/Incorporated Bodies/Business Names	ABC Tennis Association A/C	ABC Tennis Association
	Michael Brown Use office bearer(s) personal name(s)	Do not use the names of the clubs elc.
Superannuation Funds	Jane Brown Pty Ltd Super Fund A/C	Jane Brown Pty Ltd Superannuation Fund
	Use name of trustee of fund	Do not use the name of the fund.

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated space(s) at Section C on the Application Form. Joint Applications must be signed by each Applicant.

TABLE OF AMOUNTS PAYABLE

The application money payable for some common Share quantities is shown below:

Shares	Amount	Shares	Amount	Shares	Amount
10.000	\$2.000	30.000	\$6,000	250.000	\$50.000
20.000	S4.000	50.000	\$10,000	500,000	\$100,000
25.000	\$5.000	10C 000.	\$20,000	1.000.000	\$200,000

No other commodity enjoys as much universal acceptability and marketability as gold."

Hans F. Sennholz

"Every individual is a potential gold buyer, although he may not need the gold. It may be added to the store of personal wealth, and passed from generation to generation as an object of family wealth. There is no other economic good as marketable as gold." Hans F. Sennholz

"Gold is not going to fade away and just become another useful metal." Donald Hoppe

"Although gold and silver are not by nature money, money is by nature gold and silver." Karl Marx

Gold is still, as Allan Greenspan. the US Federal Reserve Chairman. recently called it, quote "The ultimate form of payment in the world".

"Borrowers will default. Markets will collapse. Gold (the ultimate form of safe money) will skyrocket." Michael Belkin

"As fewer and fewer people have confidence in paper as a store of value, the price of gold will continue to rise."

Jerome F. Smith

"The gold standard, in one form or another. will prevail long after the present rash of national fiats is forgotten or remembered only in currency museums." Hans F. Semiholz

"Nothing beats a little cash in a bear market, of course, and the oldest form of cash is gold." James Grant

"Put forth thy hand,

reach at the glorious gold.

"Gold is as steady as a rock, a standardbearer by which all currencies can be accurately measured."

Mark Skousen

"Gold is forever. It is beautiful, useful, and never wears out. Small wonder that gold has been prized over all else, in all ages, as a store of value that will survive the travails of life and the ravages of time." James Blakely

As good as gold.

Source: www.investmentranties.com

William Ghakesheare

D'Aguilar Head Office Head Office Level 30. Riverside Centre 123 Eagle Street, BRISBANE OLD 4000 61738395113 +611738999664 + + + + + + + + + + +