WEST PEAK IRON LIMITED
ACN 142 411 390

PROSPECTUS

For an offer of up to 20,000,000 Shares at an issue price of $0.20 per Share to raise up to $4,000,000.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

IMPORTANT NOTICE

This Prospectus is dated 6 August 2010 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

The expiry date of this Prospectus is at 5.00pm (WST) on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No Shares may be issued on the basis of this Prospectus after the Expiry Date.

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

RISK FACTORS

Potential investors should consider that an investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus. For further information in relation to the risk factors of the Company please refer to Sections 3 and 7 of the Prospectus.

The risk factors set out in Sections 3 and 7 of this Prospectus, and other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.westpeakiron.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

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

CORPORATE DIRECTORY ... 1
CHAIRMAN'S LETTER ... 2
KEY RISK FACTORS ... 3
INVESTMENT OVERVIEW ... 5
DETAILS OF THE OFFER ... 8
COMPANY OVERVIEW ... 11
RISK FACTORS ... 15
BOARD & MANAGEMENT ... 20
INDEPENDENT GEOLOGIST'S REPORT ... 23
INVESTIGATING ACCOUNTANT'S REPORT ... 57
TENEMENT REPORT ... 73
ADDITIONAL INFORMATION ... 95
DIRECTORS' AUTHORISATION ... 103
GLOSSARY ... 104

1. CORPORATE DIRECTORY

Directors

David Parker (Executive Chairman)
John Royle (Non-executive Director)
Graham Marshall (Non-executive Director)

Company Secretary

David Parker

Registered Office

Suite 9
1200 Hay Street
WEST PERTH WA 6005

Telephone: +61 8 6460 4960
Facsimile: +61 8 9324 3045
Email: [email protected]
Website: www.westpeakiron.com.au

Proposed ASX Code

WPI

Share Registry*

Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross WA 6153

Solicitors

Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000

Independent Geologist

Malcolm Castle
Castle Consulting
PO Box 473
South Perth WA 6951

Investigating Accountant

HLB Mann Judd
Level 4
130 Stirling Street
PERTH WA 6000
Telephone: +61 8 9227 7500
Facsimile: +61 8 9227 7533

Auditor*

HLB Mann Judd
Level 4
130 Stirling Street
PERTH WA 6000
Telephone: +61 8 9227 7500
Facsimile: +61 8 9227 7533

These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

CHAIRMAN'S LETTER

Dear Investor,

On behalf of the directors of West Peak Iron Limited (Company), I am delighted to invite you to subscribe for up to 20,000,000 Shares at an issue price of $0.20 per Share to raise up to $4,000,000.

The Company has entered into two agreements to purchase a 90% interest in several tenements prospective for iron ore, located in the Mid-West region of Western Australia. Settlement of these agreements is conditional on the Company raising a minimum of $2,500,000 and obtaining conditional approval to list on ASX on or before 31 October 2010.

The two main projects in this group of tenements are the Santy Well Project and the Pinyalling Project.

The Santy Well Project has exposed outcrops of banded iron formation which may be of commercial interest. Rock chip samples from the iron outcrops have returned up to 61.31% Fe (with an average of 53.99% Fe) with low impurities. The Santy Well Project is located 20km west of the Tallering Range and approximately 5km north-east of the Mount Gibson Iron Limited owned Tallering Peak iron ore mine.

The Pinyalling Project includes the Thundellara Prospect which has a magnetite unit which extends for up to 7.5km. The prospect area has been sampled along 4km of strike and returned up to 40.69% Fe (with an average of 30.72% Fe). Further evaluation of the magnetite potential of the banded iron formation is required by geological mapping, surface sampling and RC drilling.

Please refer to Section 6 of this Prospectus and the Independent Geologist's Report in Section 9 of this Prospectus for further information on the Projects.

The Company intends to focus its exploration activities on iron ore primarily in Western Australia and will seek to increase its tenement position and geographical exposure in the future.

The Company intends to use the funds raised from this Prospectus primarily towards exploration for iron ore mineralisation on its granted tenements through geological mapping, surface sampling, geophysics and RC drilling.

The Board looks forward to welcoming you as a Shareholder.

Yours sincerely

David Parker
Executive Chairman

KEY RISK FACTORS

The Directors have identified the following key risks associated with the Company and its operations. For further information in relation to the risk factors of the Company please refer to Section 7 of the Prospectus.

The risk factors set out in Section 7 of this Prospectus, and other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative.

3.1 Exploration success

The mineral tenements in which the Company has an interest are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of these tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

3.2 Objection to application ELA59/1620

An objection has been lodged against exploration licence application ELA59/1620 (which the Company is to acquire pursuant to the CRC Agreement) as this application overlaps a portion of two already granted licences. The applicants of ELA59/1620 (in consultation with the Company as purchaser) have entered into negotiations with the objecting party in relation to agreeing an access arrangement in respect of the overlapping tenement area but as at the date of this Prospectus no resolution has been reached.

An application for a tenement cannot be progressed until an objection has been resolved either by mutual agreement between the interested parties or by determination of the Warden Court. As such the application for ELA59/1620 may be granted with additional conditions imposed to regulate the access arrangements between the parties and there is a risk that the application for ELA59/1620 may not be granted at all.

However, the Company has only budgeted the funds to be raised from the Prospectus to granted tenements as set out in more detail in Section 4.4 of this Prospectus. As such no funds will be spent on ELA59/1620 until such time as this issue is resolved and the application granted. In the event this matter cannot be resolved to the Company's satisfaction it does not consider it to be material.

3.3 Contractual

The Company is party to the Tenement Agreements as summarised in Part II of the Tenement Report set out in Section 11 of this Prospectus. The ability of the Company to achieve its objectives will depend on the performance by the other parties to this contract and other contracts the Company may enter into in the future. If a party defaults in the performance of its obligations it may be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms.

3.4 Investment speculative

The above factors, those referred to in Section 7 of this Prospectus, and others not specifically referred to above or elsewhere in this Prospectus, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus

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

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

4. INVESTMENT OVERVIEW

4.1 Important notice

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

4.2 Indicative timetable*

Lodgement of Prospectus with the ASIC	6 August 2010
Opening Date	16 August 2010
Closing Date	20 September 2010
Despatch of holding statements	29 September 2010
Expected date for quotation on ASX	6 October 2010

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

4.3 Objectives

The Company's main objectives in undertaking the Offer include raising funds to be applied to:

satisfaction of the terms and conditions of the Tenement Agreements;
exploration for iron ore mineralisation on its granted tenements through geological mapping, surface sampling, geophysics and RC drilling; and
general working capital and expenses of the Offer.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

4.4 Purpose of the Offer and use of proceeds

The purpose of the Offer is to position the Company to seek to achieve the objectives set out in Section 4.3 above.

The Company intends to apply funds raised from the Offer as follows:

| Item | ($)
Minimum
Subscription
($2,500,000) | ($)
Full
Subscription
($4,000,000) |
| --- | --- | --- |
| Expenses of the Offer^{1} | 220,000 | 300,000 |
| Payments to Vendors^{2} | 110,000 | 110,000 |
| Exploration expenditure^{3} | 1,500,000 | 2,045,000 |
| Administration costs | 600,000 | 600,000 |
| Project generation | 50,000 | 500,000 |

Working capital 20,000 445,000
Total 2,500,000 4,000,000

1 Refer to Section 12.7 of this Prospectus for further details.
2 Refer to the summaries of the Tenement Agreements contained in Part II of the Tenement Report set out in Section 11 of this Prospectus.
3 Refer to the Independent Geologist's Report in Section 9 of this Prospectus for further information on the individual expenditure budgets for each Project in the two years following admission to the Official List.

In the event the Company raises more than the minimum subscription of $2,500,000, the additional funds raised will be first applied towards the increase in expenses of the Offer, followed by further exploration expenditure then project generation, with any remaining funds used for working capital purposes.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

4.5 Capital structure

The capital structure of the Company following completion of the Offer (assuming full subscription) is summarised below¹:

Shares²

	Number
Shares currently on issue	7,500,001
Shares to be issued to the Vendors	3,500,000
Shares to be issued pursuant to the Offer	20,000,000
Total Shares on completion of the Offer	31,000,001

Options³

	Number
Options currently on issue	5,000,000
Options to be issued to the Vendors	2,500,000
Options to be issued pursuant to the Offer	NIL
Total Options on completion of the Offer	7,500,000

1 Refer to the Investigating Accountant’s Report set out in Section 10 of this Prospectus for further details.

2 The rights attaching to the Shares are summarised in Section 12.1 of this Prospectus.

3 Each Option is exercisable at 20 cents on or before 30 June 2013.

4.6 Restricted securities

Subject to the Company being admitted to the Official List, certain Shares on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow.

5. DETAILS OF THE OFFER

5.1 The Offer

Pursuant to the Offer, the Company invites applications for up to 20,000,000 Shares at an issue price of $0.20 per Share to raise up to $4,000,000.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

5.2 Minimum subscription

The minimum subscription to be raised pursuant to the Offer is $2,500,000.

If the minimum subscription has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

5.3 Applications

Applications for Shares under the Offer must be made using the Application Form.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to "West Peak Iron Limited – Share Offer Account" and crossed "Not Negotiable", must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date.

The Company reserves the right to close the Offer early.

5.4 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

5.5 Allotment

Subject to ASX granting approval for the Company to be admitted to the Official List, allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act.

The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the allottees of all the Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

5.6 Applicants outside Australia

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

5.7 Oversubscriptions

No oversubscriptions will be accepted by the Company.

5.8 Not underwritten

The Offer is not underwritten.

5.9 Commissions payable

The Company reserves the right to pay a commission of 5% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian financial services licensee (including the Sponsoring Broker) in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

5.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

5.11 Privacy statement

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

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

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

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

5.12 Queries

Any questions concerning the Offer should be directed to Mr David Parker, Executive Chairman, on +61 8 6460 4960.

6. COMPANY OVERVIEW

6.1 Background

West Peak Iron Limited was registered on 4 March 2010 for the primary purpose of investing in Western Australian exploration tenements prospective for iron ore and other minerals through direct tenement acquisition, joint venture partnerships and new project generation.

While the Company's primary exploration focus will be on iron ore exploration, the Company will also review the potential for economic mineralisation on the Tenements for various other commodities, including gold and base metals.

The Company intends to use the funds raised from the Offer primarily to begin a detailed work program on the granted Tenements.

Based on limited exploration results there is evidence of mineralisation on the Tenements. Given that the Tenements are largely underexplored, the Company believes a detailed work program has the potential to define further mineralisation.

A summary of each Project is set out below. Also refer to the Independent Geologist's Report in Section 9 of this Prospectus for more detailed information on the Projects.

6.2 Details of the Projects

The Company has agreed to acquire a 90% interest in the tenements forming the Santy Well Project, Pinyalling Project and Kirkalocka Project, which are prospective for iron ore.

Refer to the material contract summaries contained in Part II of the Tenement Report set out in Section 11 of this Prospectus for further details of the Tenement Agreements.

The Company has also directly applied for seven exploration licenses on land surrounding the Santy Well Project and Pinyalling Project and a further exploration licence referred to as the Dandaraga Prospect.

Santy Well Project

Exploration licence 59/1276 is located 60km north of Mullewa, 20km west of Tallering Range and approximately 5km north-east of the Mount Gibson Iron Limited owned Tallering Peak iron ore mine. The licence was granted over 25 graticular blocks (approximately 80km²).

In addition, the Company has directly applied for two exploration licences (ELA59/1677 and ELA59/1678) directly adjacent to E59/1276.

The Santy Well Project covers poorly exposed parts of the Tallering Greenstone Belt containing felsic volcanics and volcanoclastic metasediments and includes the western extension of the lithologies hosting the Carlinga Well base metal occurrence.

The Santy Well Project is close to infrastructure, being approximately 160km from Geraldton with the future Oakagee railway planned to pass through the project area.

Pinyalling Project

The Pinyalling Project is comprised of two granted exploration licences (E59/1380 granted over 48.0km² and E59/1362 granted over 32.0km²), two exploration licence applications (ELA59/1620 applied over 220.8km² and ELA59/1622 applied over 44.8km²) and one prospecting licence (P59/1893).

In addition, the Company has directly applied for five exploration licences (ELA59/1681, ELA59/1682, ELA59/1692, ELA59/1693 and ELA59/1696) adjacent to the above listed tenements.

The Pinyalling Project has been grouped into three prospect areas: Thundellara Prospect (E59/1380, ELA59/1682 and P59/1893), Pinyalling South Prospect (ELA59/1620, ELA59/1622, ELA59/1681 and ELA59/1692) and Warrigidar Prospect (E59/1362, ELA59/1693 and ELA59/1696).

The Thundellara Prospect is located approximately 420km north-east of Perth, 50km west/north-west of Paynes Find and along the northern edge of the Warridar greenstone belt.

The Thundellara Prospect has a magnetite unit which extends for up to 7.5km and has been sampled along 4km of strike and returned up to 40.69% Fe (with an average of 30.72% Fe). Further evaluation of the magnetite potential of the banded iron formation is required by geological mapping, surface sampling and RC drilling.

The region also hosts two substantial mineral deposits: base metals at Golden Grove about 45km to the north west and gold associated with banded ironstones at Mt Gibson about 50km to the south west, and numerous smaller gold deposits. The Karara magnetite deposit, held by Gindalbie Metals Ltd, 45km to the west, is currently being developed into a mining operation.

There are also several iron prospects in the region, with the joint venture between Royal Resources Limited and Gindalbie Metals Ltd exploring for high grade hematite on targets such as the Shine, Hippo and PEGG prospects which are located approximately 25km to 50km to the west / north-west. The Thundelarra Prospect is also located within close proximity to the Royal Resources Limited owned Bismark Iron Prospect, Plateau Ironstone Prospect, Three Sisters Iron Prospect and Pinyalling Hills Iron Prospect.

Kirkalocka Project

The Kirkalocka Project includes two exploration licence applications (E59/1476 and E59/1487) covering 86 graticular blocks being approximately 275.2km².

The Kirkalocka Project is still in application with little work completed to date to assess the iron ore potential. These prospects are close to a magnetic iron ore exploration target held by Mount Magnet South NL.

The tenements comprising the Kirkalocka Project have not yet been granted and do not form part of the current exploration plans of the Company.

6.3 Project generation

The Company will consider and evaluate potential new resource based projects in Australia and overseas with a view to increasing the number of projects held by the Company and diversify into additional geographical locations. The Company has not yet determined any specific criteria for identification of these projects.

6.4 Competent persons statement

The information in this Section of the Prospectus that relates to exploration results has been compiled by Malcolm Castle and taken from the Independent Geologist's Report set out in Section 9 of this Prospectus. Mr Castle has consented to the inclusion of this information in this Section of the Prospectus in the form and context in which it is included.

Mr Castle has over 40 years experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specializes in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries.

Mr Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc. (Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004.

Mr Castle is a Member of the Australasian Institute of Mining and Metallurgy ("AusIMM") and has the appropriate relevant qualifications, experience, competence and independence to be considered as an "Expert" and "Competent Person" the Australian Valmin and JORC Codes, respectively.

RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company's business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

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

7.2 Risks specific to the Company

(a) Exploration

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

(b) Operations

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations.

(d) Commodity price volatility and exchange rate

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(e) Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

In this regard, the Department of Mines and Petroleum in Western Australia from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

(f) Title and native title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual

expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Further to this, it is possible that an Indigenous Land Use Agreement (ILUA) may be registered against one or more of the tenements in which the Company has an interest. The terms and conditions of any such ILUA may be unfavourable for, or restrictive against, the Company.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(g) Objection to application ELA59/1620

(h) Contractual

and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms.

7.3 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

general economic outlook;
introduction of tax reform or other new legislation;
interest rates and inflation rates;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Dividends

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

(d) Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility

with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(e) Additional requirements for capital

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(f) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(g) Investment speculative

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

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

BOARD & MANAGEMENT

8.1 Directors

David Parker
Executive Chairman

Mr Parker will serve as Executive Chairman of the Company and be based in Perth, Western Australia. Mr Parker has been involved as a director, corporate advisor or company secretary of ASX listed companies with mineral resource focused projects in Western Australia, Northern Territory, North and South America, Eastern Europe, and China.

Mr Parker has had extensive experience starting, listing and managing mineral resource focused companies on the ASX. Mr Parker has served as either director or company secretary of ASX listed companies Pacific Ore Limited (formerly Trajan Minerals Limited), Alamar Resources Ltd, Sunset Energy Limited, Jameson Resources Limited and Augustus Minerals Limited.

Mr Parker is currently a non-executive director of ASX listed company Pacific Ore Limited and company secretary of Alamar Resources Ltd and a director of corporate consultancy and administration services provider Cicero Corporate Services Pty Ltd.

Mr Parker has completed a Bachelor of Commerce at Curtin University and a Graduate Diploma in Applied Corporate Governance with Chartered Secretaries Australia. Mr Parker is also a Senior Associate of the Financial Services Institute of Australasia and a Fellow of the Institute of Chartered Secretaries and Administrators.

Graham Marshall
Non-executive Director

Mr Marshall is a senior mining executive with over 20 years experience in company management and project development (Certified Practicing Project Director and a member of the Australian Institute of Project Management). Mr Marshall has held managing director positions of consultancy services companies primarily focused on resource project development. Mr Marshall has developed strong business relationships within the mining and resource sector across Australia and Asia and has recently held the General Manager and non-executive director position with Pacific Ore Limited. Mr Marshall is currently employed by a leading Western Australian nickel producer as part of the executive corporate team.

John Royle
Non-executive Director

Mr Royle has over 15 years international business experience including approximately 5 years management consultancy experience at Accenture, UK. For the last five years, Mr Royle has worked primarily in economic development within Perth's northwest and eastern metropolitan areas supporting business development, regional development and investment attraction. Mr Royle has expertise across public, private and not-for-profit sectors, including start-ups as well as approximately 5 years prospecting experience.

8.2 Management and Consultants

The Company is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the projects in which the Company has an interest. As the Company's projects become more involved, the Board will continually monitor the management roles in the Company and look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company's projects.

8.3 Corporate Governance

The Company's main corporate governance policies and practices are outlined below:

Board of directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;
(b) ensure a prudential and ethical basis for the Company's conduct and activities; and
(c) ensure compliance with the Company's legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;
(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(c) acting on behalf of, and being accountable to, the Shareholders; and
(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

The Company has appointed the two non-executive directors to an independent directors committee, which is responsible for the nomination committee. The nomination committee shall periodically review and consider the structure and balance of the Board and make recommendations regarding appointments, retirements and terms of office of Directors.

Independent professional advice

Subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The total maximum remuneration of Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Director. The current amount has been set at an amount not to exceed $250,000 per annum.

In addition, a Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

The remuneration of an Executive Director will be decided by the Board, without the affected Executive Director participating in that decision-making process.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

The Company has appointed the two non-executive directors to an independent directors committee, which is responsible for the audit committee.

Identification and management of risk

The Company has appointed the two non-executive directors to an independent directors committee, which has assumed the role of the risk committee.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

23
9. INDEPENDENT GEOLOGIST'S REPORT

Malcolm Castle
Consulting Geologist
P.O. Box 473, South Perth, WA 6951
Phone: 08 9474 9351
Mobile: 04 1234 7511
Email: [email protected]
ABN: 84 274 218 871

6 August 2010

The Directors
West Peak Iron Ltd

Dear Sirs,

Re:

INDEPENDENT GEOLOGIST'S REPORT ON
MINERAL PROPERTIES in WESTERN AUSTRALIA

I have been commissioned by West Peak Iron Ltd ("West Peak" or the "Company") to provide an independent geologist's report on the Company's projects in Western Australia ("Report") for inclusion in a prospectus prepared by the Company and dated on or about 6 August 2010 for the issue of up to 20,000,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.20 each to raise up to $4,000,000 ("Prospectus").

The Properties

The West Peak holdings cover three project areas at Santy Well (Granted E59/1276, Applications E59/1677 and E59/1678 over approximately 236 km²), Pinyalling (Granted E59/1380, E59/1362, P59/1893, Applications E59/1620, E59/1622, E59/1681, E59/1682, E59/1692, E59/1693 and E59/1696 over approximately 681 km²) and Kirkalocka (Applications E59/1476 and E59/1487, over approximately 275 km²) ("the Projects") as well as the Dandaraga prospect (Application E57/839).

The Project areas cover outcrops of banded iron formation similar to the host rocks of the Karara deposit and the Tallering Iron Mine and are considered to be prospective for iron ore (magnetite and hematite), gold and base metal mineralisation.

Details in respect to the legal status and tenure of the tenements comprising the Projects have not

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been considered in this Report.

DECLARATIONS

Relevant codes and guidelines

This Report has been prepared as a technical assessment in accordance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the "VALMIN Code"), which is binding upon Members of the Australasian Institute of Mining and Metallurgy ("AusIMM") and the Australian Institute of Geoscientists ("AIG"), as well as the rules and guidelines issued by the Australian Securities and Investments Commission ("ASIC") and ASX Limited ("ASX") which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where and if mineral resources have been referred to in this Report, the classifications are consistent with the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC Code"), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004.

Under the definition provided by the ASX and in the VALMIN Code, these properties are classified as 'exploration projects', which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the exploration and development programs proposed by the Company.

Sources of Information

The statements and opinion contained in this Report are given in good faith and this review is based on information provided by the title holders, along with technical reports prepared by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this Report is based. A final draft of this Report was provided to the Company along with a written request to identify any material errors or omissions prior to lodgement.

This Report has been compiled based on information available up to and including the date of this Report. Consent has been given for the distribution of this Report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience

The person responsible for the preparation of this Report is:

Malcolm Castle, B.Sc. (Hons), GCertAppFin (Sec Inst), MAusIMM.

Malcolm Castle has over 40 years experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He

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established a consulting company 20 years ago and specializes in exploration management, technical audit, due diligence and property valuation at all stages of development. He has wide experience in a number of commodities including gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries.

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and have no material interest in the Projects or the Company. The relationship with the Company is solely one of professional association between client and independent consultant. The review work and this Report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

Malcolm Castle
B.Sc.(Hons), MAusIMM,
GCertAppFin (Sec Inst)

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Figure 1 - Project locations (WA)

MID-WEST IRON ORE PROVINCE

The Mid-West region of Western Australia is rapidly becoming a new iron ore province. An increasing number of Mid-West focussed juniors are developing niche small-scale operations for export from the planned Oakajee Port.

Once operations are ramped up the Mid-West region is expected to ship over 90Mtpa of iron ore products by 2015. The West Peak iron ore projects are well placed to mine and transport products to Oakajee if resources can be established.

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INFRASTRUCTURE

Historically, lower iron ore prices have necessitated the discovery of multi-billion tonne resources to warrant the significant infrastructure commitment required for commercialisation of large-scale iron ore operations. This has been to the detriment of areas such as the Mid-West where significant resources exist, but not of the same dimension as those of the Pilbara. Deposits such as Koolanooka and Mungada were previously 'high-graded' in the 1960's, however were largely forgotten with the discovery of iron ore in the Pilbara.

Proposed infrastructure including the new Northern Standard Gauge Railway and the new deepwater Port at Oakajee is predicted to be available from 2011 and 2014 respectively.

Geraldton Iron Ore Alliance

The Geraldton Iron Ore Alliance was formed in 2005 to take a co-ordinated approach to the development of common access infrastructure in the Mid-West region. Seven companies with projects residing in the Mid-West are members of the alliance. The major areas of interest for the alliance include the existing Narrow Gauge railway, the Port of Geraldton upgrade, the development of a new deepwater port at Oakajee, the construction of a new northern railway and presenting a united front against the recent environmental issues.

Oakajee Port and Rail (OPR)

A proposed deepwater port at Oakajee, 25km north of Geraldton, is back on the WA State Government agenda after being mothballed in the late 1990's. The existing Port of Geraldton was deepened in 2003 to allow larger Panamax class vessels to berth. However, competing demands from iron ore, mineral sands, grain, base metal concentrate and talc mean that the port is straining to cope with the demand despite its best endeavours.

Oakajee Port and Rail was established in September 2007 to pursue a joint venture between Murchison Metals Ltd and Mitsubishi Development Pty Ltd, each of which has a 50 per cent economic interest in OPR.

Oakajee Port and Rail is the developer of the Oakajee deepwater port and rail infrastructure project. The Oakajee project will deliver an integrated, open access, bulk commodity supply chain to transport iron ore from Western Australia's Mid-West region onto ships for delivery to customers in the Asia Pacific region. The project will deliver iron ore from mines across the Mid-West region to international markets via a modern rail system and new deepwater port at Oakajee; underpin the broader development of the Mid-West region and overcome constraints at Geraldton port on export capacity and ability to accommodate larger Cape Class vessels.

The Oakajee project represents a unique investment partnership between an independent infrastructure provider, the private sector, international partners and government.

The project comprises a deepwater port 25km north of Geraldton in Western Australia, linked to

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regional mines by approximately 570km of heavy haulage rail. It includes spur lines to the Jack Hills and Weld Range projects and a short spur to allow a connection to the southern mines.

The port will have an initial, start-up capacity of approximately 45 million tonnes per annum (mtpa), with plans for expansion in stages. The planned initial capacity was increased in early 2010 from 35mpta following strong interest from miners. The open access rail network will be scalable to allow operations up to 80-100mtpa.

The project is tracking toward financial close and project go ahead in early 2011. Commencement of commercial operations is expected in early 2014.

Narrow Gauge (NG) Railway

The line is operated by WestNet. It has the potential for 12-14 trains per day, with 64-90 wagons per train (16t axle loads), the railway has sufficient capacity (14Mtpa) to provide for all expected use until Northern Standard Gauge Railway comes online in 2011.

Figure 2 – Project Locations (Mid-West)

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SANTY WELL PROJECT

Exploration licence 59/1276 is located 60km north of Mullewa and 20km west of Tallering Range. The licence was granted over 25 graticular blocks (approximately $80\mathrm{km}^2$ ). It occurs on the north-west corner of the Yalgoo 1:250,000 sheet and Tallering 1:100,000 sheet. Exploration license applications E59/1677 and E59/1678 are located directly adjacent to tenement E59/1276 and were applied for on $9^{\text{th}}$ April 2010 and cover 35 and 14 graticular blocks respectively (approximately $156\mathrm{km}^2$ ).

The tenements cover poorly exposed parts of the Tallering Greenstone Belt containing felsic volcanics and volcanoclastic metasediments and includes the western extension of the lithologies hosting the Carlinga Well base metal occurrence. The licence E59/1276 was granted on 21 Nov 2007 while E59/1677 and E59/1678 remain in application.

TENEMENT	APPLICATION DATE	GRANT DATE	EXPIRY DATE	AREA (BLOCKS)	AREA HECTARES (HA)
E59/1276	21/11/07	21/11/07	20/11/12	25	-
E59/1677	09/04/10	-	-	35	-
E59/1678	09/04/10	-	-	15	-

The Santy Well Project is close to infrastructure, being approximately 160km from Geraldton with the future Oakagee railway planned to pass through the project area.

GEOLOGY

The prospect lies in the Tallering Greenstone Belt, on the western edge of the Murchison province. The north-east trending belt measures about $100 \times 15 \mathrm{~km}$ and contains the regionally extensive Gabanintha and Windanning Formations. The Gabanintha Formation is by far the most extensive unit and contains a mixture of tholeiitic and high magnesian basalts, felsic volcanic and volcanoclastic rocks and sediments. The overlaying Windaning Formation is areally restricted to the Tallering Range area and contains abundant jaspilite, banded iron and grey-white cherts interlayed with felsic volcanics, volcanoclastic sediments and minor basalts. The Windaning Formation forms prominent ridges and hills. The greenstone belt forms a synclinorial structure with some recumbent folding along the southern margin.

Multiple swarms of dolerite dykes, oriented NW, NNW, N, NNE, NE, ENE and E are interpreted from aeromagnetic data, and form a neural-like network over the whole belt, effectively limiting the usefulness of the aeromagnetic data. There is little outcrop on the prospect, most of the prospect being covered by shallow alluvium or deep soils.

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Figure 3 - Santy Well Project

PREVIOUS EXPLORATION

The first detailed exploration in the area was undertaken by E.Z. Industries (EZ), between 1973 and 1980. This poorly reported work included aeromagnetics, ground magnetics and RAB drilling of magnetic targets. One target (Number 9 or Santy South) within the current granted tenement was tested by 5 percussion holes. These penetrated thick clays possibly over gabbro. Bottom-of-hole samples contained weakly anomalous Cu, but not Pb, Zn, Ni, Cr, or Fe. Prussag reported that EZ thought the magnetic anomaly drilled reflected massive pyrrhotite.

North Broken Hill Ltd (NBH) and Preussag Australia Pty Ltd (PAPL or Preussag) (1981 to 1984)

Between 1981 and 1982, NBH explored an extensive area including the current tenements, using aeromagnetics and extensive rockchip sampling. Three areas of gold and base metal interest were identified. Preussag farmed into the NBH area and continued exploring between 1982 and 1984. 697 regional rockchip samples were taken by NBH and Preussag and assayed for Cu, Pb, Zn, Ag, Au and sometimes Mn, Fe, Ni, Co, Bi, Te, W, Sn and Mo. This work located four areas of potential within the current granted tenement: Watkins, Santy, Santy East and Santy South and one, Nightjar, SW of the current granted tenement.

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The soil geochemistry extended over an area of 600 x 1000m on 50 x 50m, 20 x 20m or 10 x 10m patterns. Samples were assayed for Cu, Pb, Zn, Ag, Mn, Fe, and Au (ppb DL). A number of discontinuous, low level Au (>10ppb), Cu (>100ppm) and Pb (>50ppm) anomalies were located. One anomaly (20x40m, >20ppb Au) was found to overly a zone of quartz stock-work in schist. Mapping of this zone indicated four phases of vein generation with only the E-W set containing gold. Four percussion holes (TPD 26-29, totaling 93m) were drilled across this zone but intersected only weak anomalous of 90-125ppm Zn and 95-300ppm Pb.

The Santy prospect contains lithologies of locally pyritic quartz-feldspar porphyries, rhyolite and schist. Ground magnetics identified a 40m wide low associated with hydrothermal alteration. Four holes, drilled to test this area, returned only weakly anomalous Cu (<120ppm).

At Santy East, follow-up work included detailed mapping over $1.3\mathrm{km}^2$ , 107 chip samples and 56 shallow percussion holes (TPD31 to 86). The rocks are mainly acid to intermediate flows, tufts and intrusives with minor banded cherts and basic rocks. Pyrite and arsenopyrite were noted in quartz feldspar porphyry and tufts. Au, Cu, W and Ag are all highly anomalous in a range of these rocks. Au values varied between 0.3 and $78~\mathrm{g / t}$ and were frequently above $1\mathrm{g / t}$ . Thirty chip samples from a quartz vein about $100\mathrm{m}$ long and 0.5 to $1.2\mathrm{m}$ wide returned values up to $7.0\%$ Cu, $60.0\%$ W and $14.8\mathrm{ppm}$ Au. A sample from another quartz vein returned 580ppm Ag. These results were the highest values amongst lower samples and do not represent the average grade. The current status of the prospect is not known.

The 56 shallow percussion holes were drilled on five irregularly oriented lines to test sheeted vein and stockwork targets. These intersected mainly porphyries and rhyolite containing numerous quartz veins. $222 \times 3\mathrm{m}$ drill samples returned up to 2050ppm Cu, 940ppm Zn, 0.83ppm Au and $3.39\%$ W, with anomalous values of Sb, Mo, and Sn. These results were the highest values amongst lower samples and do not represent the average grade. The current status of the prospect is not known.

Watkins, Santy and Santy East prospects all returned mineralized surface samples and weak mineralization at depth in the areas drilled. Results suggest a degree of surface enrichment but drilling has not been extensive and peripheral areas have not been tested.

At the Santy South aeromagnetic anomaly, Preussag collected rockchip samples which assayed 130 - 8600ppm Cu, 115 - 1200ppm Pb, 120 - 170ppm Zn, 10 - 28ppm Sn and 0.5-38.6ppm Au. Old EZ drill cuttings assayed only low metal values but samples from outcrops 600m south of here assayed 130 - 740ppm Cu and 120 - 170ppm Zn. These results are the range of values and do not represent the average grade. The current status of the prospect is not known. Preussag followed up by drilling 13 inclined holes, 10m apart to 23m depth, 50m south of the EZ holes. Sericitic schists containing scattered quartz veins was the principal rock type intersected and these contained marginally anomalous Cu, Pb and Zn.

Roebuck Resources NL (Roebuck) and CRA Ltd (CRA) (1986 to 1996)

Roebuck explored the region between 1986 and 1990 after farming in on a number of exploration licenses held by Kulim. Reported work included limited and scattered rockchip, drainage and soil

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sampling. CRA farmed into various parts of Roebuck's ground and explored between 1986 and 1996. Work by CRA in the area of the current tenements included regional aeromagnetics, Turam geophysics, and irregular regional lag and drainage sampling. Parts of the aeromagnetics and lag sampling have been recovered but in general the reporting and detail are very poor.

CRA drilled 77 RAB holes (2664m) in the area of Santy Well, east of the Santy South prospect. Four lines were drilled across a structural target oriented NE-SW and passing through Santy Well. Four lag samples in this area returned anomalous gold values. All lines encountered weak gold anomalous (0.01 to 0.07ppm) and non co-incident 'copper anomalous'.

Recent Work Completed

The prime area of interest for more recent exploration is within the North Central portion of the current granted tenement where a weathered lateritic profile exists which has exposed outcrops of Iron (hematite and Banded Iron Formation) which may be of commercial interest. The Tallering Iron Mine (Mt Gibson Mining) and the Tallering Royal Iron Deposit lie approximately 5km to the southwest of the Santy Well Prospect (E59/1276).

Rock chip samples have been acquired from outcropping banded iron formation. The 22 rock chip samples ranged from $43.24\%$ Fe to $61.31\%$ Fe with an average of $53.99\%$ Fe (Table 1). Eight samples returned over $57\%$ Fe with demonstrated potential for hematite ore zones. Anomalous levels of Manganese, Titanium and Vanadium were present. Silica, phosphorus and sulphur levels were low.

Table 1 - Santy Well Rock Chip Samples (E59/1276)
SAMPLE NUMBERS	MGAE	MGAN	Fe %	P2O5 %	S %	SiO2 %	Al2O3 %
DETECTION			0.01	0.002	0.002	0.01	0.01
METHOD			Fus/XRFa	Fus/XRFa	Fus/XRFa	Fus/XRFa	Fus/XRFa

SW066	374903	6903796	57.26	0.101	0.13	3.13	4.87
SW067	374912	6903917	57.94	0.181	0.28	3.65	1.42
SW068	375020	6903959	55.77	0.128	0.15	6.43	1.88
SW070	374990	6903876	58.96	0.084	0.09	2.47	2.72
SW071	374065	6903844	57.12	0.111	0.20	2.21	3.84
SW072	374937	6903811	57.17	0.114	0.15	3.15	4.08
SW073	375105	6903798	57.63	0.099	0.16	6.94	1.47
SW075	374995	6904142	61.31	0.060	0.08	5.01	1.43
SW076	375028	6904108	43.24	0.064	0.16	30.20	0.62
SW077	375009	6904111	56.33	0.050	0.17	8.77	0.95
SW078	374967	6904121	56.46	0.070	0.17	6.06	1.25
SW079	375012	6904091	56.79	0.057	0.15	8.42	1.29
SW080	374983	6904003	57.54	0.068	0.10	3.03	1.23
SW081	374886	6904034	53.58	0.238	0.13	7.56	2.67

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SW082	374863	6903350	49.32	0.102	0.11	8.55	8.27
SW083	374873	6903286	52.93	0.126	0.17	6.40	7.39
SW084	374875	6903338	50.35	0.073	0.17	8.15	7.18
SW085	374847	6903933	56.66	0.078	0.17	3.78	4.56
SW086	374302	6903632	48.59	0.087	0.12	10.62	9.58
SW087	374334	6903608	50.71	0.070	0.14	9.37	8.21
SW088	374363	6903583	45.49	0.120	0.11	13.62	11.43
SW089	374396	6903526	46.59	0.064	0.11	13.84	10.45
AVERAGE			53.99	0.100	0.14	7.79	4.40

SUMMARY AND RECOMMENDATIONS

Rock chip sampling by NBH/Preussag has located three discrete areas of gold anomalous at Watkins, Santy and Santy South. These areas have been tested by mapping, limited, but intensive soil geochemistry, and limited shallow percussion drilling. Drilling failed to locate mineralization at shallow depths below anomalous which was generally ascribed to surface enrichment. However mapping suggests the gold anomalous is associated with quartz veins in zones of hydrothermal alteration in felsic volcanic rocks. Strong tungsten anomalous at Watkins and Santy prospects and elevated tin values elsewhere confirms felsic volcanic or shallow granitic intrusion.

The gold potential has only been superficially tested by previous explorers whereas the gold and base metal anomalous, alteration, and geology all justify further exploration.

The work by Roebuck/CRA comprised variably spaced (1-2km) lag sampling over much of the project and limited soil sampling and RAB drilling in the extreme south. Three areas of gold anomalous were located by the lag sampling. Only the anomaly in the area of Santy Well was followed up with further work.

Eight km east of E59/1276, Newcrest are currently exploring the Carlinga Well volcanogenic base metal prospect. Previous exploration by EZ, Preussag and later WMC, located a gossanous scree containing up to 0.148% Cu, 1.6% Pb and 0.625% Zn developed over an altered volcanoclastic unit containing up to 5% disseminated pyrite and minor sphalerite and galena. Later drilling by WMC produced a best intercept of 3m @ 4.4% Cu. These results were the highest values amongst lower intercepts and do not represent the average grade. The current status of the prospect is not known.

Within E59/1276 large areas of cover are likely to be underlain by quartz-mica schists, which may reflect metamorphosed proximal volcanoclastic sediments and may host massive or disseminated base metal sulphide deposits.

The area shows clear indications of iron ore mineralisation and recent rock chip sampling with 22 sampled returned values on the range 43.24% Fe to 61.31% Fe with an average of 53.99% Fe. P2O5 was in the range 0.05 to 0.238% with an average of 0.1% P2O5. SiO₂ and Al₂O₃ were low in most samples (Table 1).

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EXPLORATION PROGRAM – E59/1276

An initial exploration program on the granted tenement should consist of the collation of all available data. This should be followed by geological mapping including further rock chip sampling to further define the potential of hematite mineralisation at surface. Ground based geophysics including magnetic and gravity is proposed to assist in defining mineralised structures at Santy Well.

Following the initial exploration work, RC drilling is recommended to test grade and volume of surface hematite mineralisation at depth. Exploration in the second year is largely subject to the outcome of activities in the first year, however it is expected to primarily consist of deeper and infill RC drilling at Santy Well and sampling / assaying.

The budget set out below is based on the Company raising only the minimum subscription amount under the Prospectus (being $2,500,000). If the Company raises more than this amount additional funds should be allocated to RC drilling and sampling / assaying in the second year. If the maximum amount of $4,000,000 is raised expenditure in the second year for RC drilling, sampling and assaying should increase to $375,000 and $150,000 respectively.

Santy Well Project E59/1276
	Year 1	Year 2	TOTAL
Data Acquisition and Review	20,000	5,000	25,000
Geological Mapping, Field Study and Rock Chip Sampling	50,000	20,000	70,000
Geophysics	40,000	20,000	60,000
RC drilling	80,000	200,000	280,000
Sampling / Assaying	60,000	80,000	140,000
Annual Total	250,000	325,000	575,000

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PINYALLING PROJECT

The Pinyalling Project includes two granted exploration licenses (E59/1380, 48 km² and E59/1362, 32.0 km²) and seven applications for exploration licenses (E59/1620, 220 km², E59/1622, 44 km², E59/1681, 60 km², E59/1682, 147 km², E59/1692, 19 km², E59/1693, 102 km² and E59/1696, 9 km²) and one granted prospecting licence (P59/1893). The Pinyalling Project has been grouped into three prospect areas, including the Thundellara, Pinyalling South and the Warrigidar prospects.

REGIONAL GEOLOGY

The tenements occur on the northern edge of the easterly trending Warridar Greenstone belt, which contains fine grained basaltic, felsic volcanic rocks, gabbros and interlayered banded iron stones and sediments. Metamorphic grade is largely high greenschist to magnetic facies demonstrated by and alusite developing in magnetic sedimentary rocks.

Deep weathering, particularly in the west along the Mongers Lake Palaeochannel, is extensive and there is a widespread cover of residual and transported soils. The Mongers Lake Palaeochannel trends NNE and is underlain by the regional Fields Find (Monger) shear. A similarly oriented shear (Eastern shear zone) was interpreted by RGC Exploration (RGC) 10km to the east. Between these the stratigraphy is disrupted by a series of north west trending faults.

The region hosts two substantial mineral deposits: gold associated with banded ironstones at Mt Gibson about 50km to the south west and basemetals at Golden Grove about 45km to the north west. The region also hosts other iron exploration targets, being the Plateau Ironstone project held by Royal Resources Ltd (Royal) and Warriedar iron projects held by Gindalbie Metals Ltd (Gindalbie) and Royal (Gindalbie/Royal). Gold mineralization in the belt is associated pyritic alteration of intensely folded and brecciated banded ironstones (Browns Reward and Pinyalling area), with quartz veining in felsic and mafic rocks or quartz-tourmaline veining and stockworks (Tobins). The Karara magnetite deposit, held by Gindalbie Metals Ltd, 45km to the west, is currently being developed into a mining operation.

There are also several iron prospects in the area, with Royal/Gindalbie joint venture exploring for high grade hematite on targets such as the Shine, Hippo and PEGG prospects which are located approximately 25km to 50km to the west / north-west. These prospects occur on the greenstone belt that also hosts the Karara deposit. The exploration is focused on high grade hematite material at these prospects.

The Thundelarra tenements are located within close proximity to the Royal Resources Bismark Iron Prospect, Plateau Ironstone prospect, Three Sisters and Pinyalling Hills iron prospects.

Figure 4: Pinyalling and Kirkalocka Projects

The Karara Iron Deposit

The Karara iron deposit is located in the Murchison Region of Western Australia, 500 km northeast of Perth and 220km east of the Indian Ocean Port of Geraldton.

The deposit is hosted within an Archaean magnetite-rich BIF (Banded Iron Formation) unit over a strike length of $3.2\mathrm{km}$ , a width of between $400 - 600\mathrm{m}$ and to a depth of $300\mathrm{m}$ below surface.

In addition to the low grade magnetite resource, the Karara deposit includes a high grade hematite resource occurring as smaller areas of structurally controlled supergene martite-goethite enrichment of the BIF. These areas of enrichment occur over a strike length of 8km with a further 50 km of highly prospective strike extension. The known resources include the Mungada deposits.

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The Karara magnetite deposit is amenable to upgrading to high grade magnetite pellets.

The hematite resource will provide the base for Phase 1 of the operation. It will be trucked 85 km on existing haul roads to the rail head at Morawa and freighted to the port of Geraldton while construction of the magnetite concentrator, pipeline, pellet plant and dedicated port facilities are under construction prior to Phase 2, exploitation of the magnetite resource.

WARRIGIDAR PROSPECT – E59/1362, E59/1696 AND E59/1693

The Warrigidar prospect consists of E59/1362, granted on the 1 October 2007 and two applications being E59/1696 and E59/1693 both located about 420km north east of Perth, 50km west north west of Paynes Find and along the north-eastern edge of the Warridar Greenstone belt.

TENEMENT	APPLICATION DATE	GRANT DATE	EXPIRY DATE	AREA (BLOCKS)	AREA HECTARES (HA)
E59/1362	4/4/07	1/10/08	30/09/13	10	-
E59/1696	23/6/10	-	-	3	-
E59/1693	17/06/10	-	-	32	-

LOCAL GEOLOGY

There are also several iron prospects in the area, with Royal/Gindalbie joint venture exploring for high grade hematite on targets such as the Shine, Hippo and PEGG prospects which are located approximately 25km to 50km to the west / north-west. The exploration activities by the Royal/Gindalbie joint venture are focused on high grade hematite material.

Royal has explored for channel iron at the Plateau Ironstone prospect which is approximately 5km to the south of application E59/1693. Exploration results from the Plateau Ironstone prospects indicate potential for hematite material in the top five to ten metres over an area of 1.0 square kilometre.

MINERALIZATION – E59/1362

Modern gold exploration commenced in the mid eighties. By 1996 a gold resource was reported at the Baron Rothschild prospect. This gold mineralization is related to intense pyrite-pyrrhotite replacement of banded iron formation units which are found within a sequence of mafic, ultramafic and felsic rocks.

In 1998 exploration indicated that the Pinyalling area also hosted PGE mineralization (Platinum Group Elements). In 1999 Thundelarra became a major regional explorer. Encouraging PGE values were intersected at the Dauphin prospect just 1km northwest of Baron Rothschild. Subsequent sampling, mapping and drilling defined a PGE mineralized horizon which can be traced almost continuously over an 8 km strike length. The geology is not yet well understood but the PGE horizon occurs within gabbro adjacent to the pyroxenite gabbro contact. There are similarities with the Ferguson Reef at the large Munni Munni Complex in the Pilbara.

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EXPLORATION PROGRAM – WARRIEDAR PROSPECT E59/1362

An initial exploration program on the granted tenement should consist of the collation of all available historical exploration data. This should be followed by geological mapping, rock chip sampling to define the potential of high grade iron ore. Ground based geophysics is proposed to assist in defining mineralised structures at Warriedar. Limited RC drilling may be required as a first pass of any targets identified through the geological mapping and rock chip sampling program in the first year.

Exploration in the second year is largely subject to the outcome of activities in the first year, however it is expected to primarily consist of further RC drilling and sampling / assaying.

The budget set out below is based on the Company raising only the minimum subscription amount under the Prospectus (being $2,500,000). If the Company raises more than this amount additional funds should be allocated to RC drilling and sampling / assaying in the second year. If the maximum amount of $4,000,000 is raised expenditure in the second year for RC drilling and sampling / assaying should increase to $175,000 and $55,000 respectively.

Warriedar Prospect E59/1362
	Year 1	Year 2	TOTAL
Data Acquisition and Review	10,000	5,000	15,000
Geological Mapping, Field Study and Rock Chip Sampling	35,000	5,000	40,000
Geophysics	25,000	10,000	35,000
RC drilling	25,000	100,000	125,000
Sampling / Assaying	10,000	30,000	40,000
Annual Total	105,000	150,000	255,000

PINYALLING SOUTH PROSPECT – E59/1622, E59/1620, E59/1681 AND E59/1692

All Pinyalling South Prospect tenements remain applications and have not been granted.

TENEMENT	APPLICATION DATE	GRANT DATE	EXPIRY DATE	AREA (BLOCKS)	AREA HECTARES (HA)
E59/1620	20-08-09	-	-	69	-
E59/1622	24-08-09	-	-	14	-
E59/1681	22-04-10	-	-	19	-
E59/1692	17-06-10	-	-	53	-

The historical Pinyalling Mining Centre lies immediately north of the prospect and includes the Fields Find, Plataeu Ironstone and the Baron prospects which are presently actively explored by Royal Resources Ltd.

These licenses are about 400km northeast of Perth and can be accessed via the Great Northern Highway from Perth to the Paynes Find-Yalgoo road. This road gives access to the Pinyalling Mining

Centre, about 30km west of Paynes Find. Good station and old mining tracks cover most of the licences.

PREVIOUS EXPLORATION

Little exploration has been conducted in the past on the ground now covered by the Pinyalling South Prospect tenements. Almost all activities in the region were concentrated on the known greenstone belts which hosted a number of gold deposits and BIFs in the area prospective for iron ore.

In 1990 Capricorn Resources installed a grid over hitherto unknown supracrustal rock sequences to explore for gold and base metals. They named this the "Nangajetty Well Grid". An east-west baseline of 5.6 km was cut, with fifteen 400 metre spaced cross lines ranging in length from 2.5 to 4 km. Most of these grid lines are currently overgrown. The current holders have opened up a portion of the baseline and several of these gridlines have been sampled for gold, platinoids, base metals and most recently iron ore.

Initial work by Capricorn included the acquisition of detailed airborne magnetic data and Landsat TM data. Lineament analysis was carried out resulting into the outlining of several fracture sets in various directions. One of the most prominent sets, which trends in a northeast to east-northeast direction, is known to be associated with gold mineralization at the old Pinyalling Find workings. This direction represents in some cases also a granite/greenstone contact and also defines major drainage patterns in the region.

After the discovery of poorly outcropping greenstone lithologies in the Nangagetty Well area, a soil sampling program was carried out over most of what is now E59/1622. Samples were taken at 100m sample spacing and 400m line spacing. One broad low-level gold anomaly with a peak value of 26ppb was outlined.

Samples were also analyzed for copper, zinc and arsenic. It was observed that copper greater than 50ppm almost exactly defined the extent of mapped lit-par-lit amphibolites and granite. The usefulness of some of this soil sampling has to be questioned as in some areas the soils are clearly transported.

The present tenement holders conducted another soil sampling program in 2000. The area sampled was centred around the 26ppb gold anomaly outlined by Capricorn. Line spacing was 100m and sample spacing was 50m. A total of 121 samples were collected and analyzed for 11 elements including Au, Pt, Pd, Ni, Cu and Zn.

Several gold anomalous areas were outlined with a maximum value of 45ppb gold. These anomalies are concentrated in the same area as the one outlined by Capricorn. The gold anomaly was confirmed by cyanide leaching of selective samples. Some samples were also anomalous in PGE as well with soil P30P returning 20ppb palladium. These results were the highest values and do not represent the average grade. The current status of the prospect is not known.

Copper values greater than 100ppm (maximum 166ppm), zinc (maximum 81ppm) and especially

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nickel (maximum 466ppm) point to the presence of greenstone lithologies. The PGE and nickel anomalous values indicate ultramafic rock types.

Recent work completed by the Company included processing of open file magnetic and topographical data and a field trip during 2010. The processing of magnetic data was used to overlay the soil sampling results on E59/1622 to highlight target areas for magnetic mineralisation.

The eastern portion of E59/1620 contains a magnetic high over a known BIF and presents an area of interest once this tenement is granted.

The recent field trip to visit the magnetic anomalies on E59/1692 confirmed a low BIF hill on the tenement. The BIF is trending roughly N-S but variable and is dipping east. Fully oxidised hematite-Fe carbonate-silica was located. Some areas have low silica iron which represents a potential hematite target, while with low tonnage potential (<10metres width) warrants further investigation once the tenement is granted.

The recent 2010 field trip to visit the magnetic anomalies on E59/1681, confirmed a BIF hill on the tenement. E59/1681 has a broad BIF which is N-S trending, steep E to vertical dip, siliceous, possibly quite thick (>20m), strong fabric (bedding and schistosity). The BIF outcrops for approximately 2km, however the magnetic high runs through the tenement for another 4km to the south. Complexly folded BIF (possible north verging fold axis), comprising silica, hematite, goethite and iron carbonate. There was minor subcrop of ultramafic or high Mg basalt on lower flanks of hill. BIF appears to be fairly low Fe overall (highly variable) and represents a magnetite target. Outcrop of roughly 20m x 50m, however the true width of BIF is difficult to determine (<20m). Further mapping and rock chip sampling is required to review the potential of the iron ore mineralisation on E59/1681 once it has been granted.

Iron ore potential on E59/1622 was reviewed through a rock chip sample program (Table 2). Eighteen samples were taken from in situ outcrops from an area over 4 contiguous grid lines (544930E to 543730E) and one grid line approximately 1200m further to the west (542955E). The results ranged from 6.33% Fe to 59.94% Fe with an average of 27.57% Fe. The assay results gave 10 high Fe readings, with two samples above 56% Fe. From the ten significant samples, results ranged from 28.69% Fe to 59.94% Fe.

Table 2 – Pinyalling South Rock Chip Samples (E59/1622)
SAMPLE NUMBERS	MGAE	MGAN	Fe %	SiO2 %	Al2O3 %	P2O5 %	S %
DETECTION			0.01	0.002	0.002	0.01	0.01
METHOD			Fus/XRFa	Fus/XRFa	Fus/XRFa	Fus/XRFa	Fus/XRFa

PI20	542990	6780978	38.27	41.38	0.78	0.115	0.014
PI21	542885	6780456	41.37	30.47	4.76	0.109	0.046
PI30	544237	6780947	36.59	42.75	1.38	0.106	0.042
PI31	544122	6780998	34.70	46.08	1.2	0.107	0.026

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PI32	544146	6780899	36.17	43.29	1.41	0.111	0.058
PI33	543988	6780555	47.44	14.42	7.5	0.064	0.071
PI34	544125	6780343	56.95	7.95	4.36	0.059	0.064
PI35	544160	6780281	59.94	5.62	2.61	0.054	0.09
PI36	544288	6781211	28.69	45.95	6.96	0.101	0.085
PI37	543659	6780176	38.92	36.45	2.97	0.099	0.034
AVERAGE			27.57	41.12	6.26	0.090	0.043

CONCLUSIONS AND RECOMMENDATIONS

Work by Capricorn and others using Remote Sensing technology strongly indicated the presence of greenstones on E59/1622. The validity of this indication was confirmed by follow-up mapping and the anomalous geochemistry of the soil sampling. Nearby greenstone lithologies host substantial iron ore, gold, PGE and also base metals mineralization. The recent field trip by the Company has identified additional areas of surface iron ore mineralisation over magnetic highs in addition to the presence of BIFs on the tenements. Further geological mapping, systematic rock chip sampling and RC Drilling of the BIFs and iron outcrops is required to determine the hematite and magnetite potential within these tenements. The project area is on the Yalgoo Graded Shire Road in close proximity to the Gindalbie/Ansteel Karara Iron Project and the Royal Resources Bismark Iron Prospect, Three Sisters and Pinyalling Hills iron prospects.

No funds have been allocated for exploration on these exploration licence applications as they are not yet granted.

THUNDELARRA PROSPECT – E59/1380, E59/1682 AND P59/1893

The Thundelarra Prospect consists of E59/1380, granted on the 6 August 2009, E59/1682 and P59/1893, granted 8 April 2010 located about 420km north east of Perth, 50km west north west of Paynes Find and along the northern edge of the Warridar Greenstone belt. E59/1682 was applied for on 22 April 2010 and remains in application.

The region hosts two substantial mineral deposits: base metals at Golden Grove about 45km to the north west and gold associated with banded ironstones at Mt Gibson about 65km to the south west, and numerous smaller gold deposits. The Karara magnetite deposit, held by Gindalbie Metals Ltd, 45km to the west, is currently being developed into a mining operation.

The Thundelarra tenements are located within close proximity to the Royal Resources Bismark Iron Prospect, Plateau Ironstone prospect, Three Sisters and Pinyalling Hills iron prospects.

TENEMENT	APPLICATION DATE	GRANT DATE	EXPIRY DATE	AREA (BLOCKS)	AREA HECTARES (HA)
E59/1380	22 May 07	6 August 09	5 August 14	15
P59/1893	3 April 08	8 April 10	7 April 14		24
E59/1682	22 April 10	Pending		46

PAST EXPLORATION

Samantha Gold

Samantha explored the western part of the current granted tenements for gold between 1989 and 1993 as a part of a farmin agreement into ground held by Gold Partners in the Fields Find area. The western end of the current granted tenements was covered with 400x100m lag sampling as a part of a much larger survey, with samples analysed in the Samantha Kalgoorlie laboratory for low level gold. A cluster of elevated and possibly anomalous values occur over a granite/metagabbro contact on the southern edge of the current granted tenements and a single-point anomalous value (33ppb) on the eastern edge of the area surveyed. The Mt Monger fault and deformation corridor below the Monger salt lake was further tested by shallow aircore holes and located a cluster of three weakly anomalous gold values (to 16ppb) on the western side of the current granted tenements.

RGC Exploration (RGC)

RGC explored the eastern side of the current granted tenements between 1989 and 1998 as a part of a much larger ground holding. Exploration on the current ground included aeromagnetic interpretation and lag sampling (1-12mm). Lag samples were collected on a rough 250x250 triangular grid pattern. Samples were assayed for gold (5ppb) and a variable range of other elements including Ag, As, Ba, Bi, Co, Cu, Pb, Zn, Ni, Ca, K, Sr, and Mn. The geochemical data or the presentation thereof, shows numerous inconsistencies which raises questions as to its integrity. For example, variable detection limits for silver, arsenic, barium and bismuth and blocks of high arsenic values.

Eight geochemical anomalies, characterized by an Au-As-Sb-W association, were identified to the south and south west of the current granted tenements. Two clusters of very anomalous gold values were also found within the current granted tenements and several high values elsewhere.

The northern cluster on the current ground consists of five values including 272, 209, 91, 77 and 41ppb gold and mildly elevated arsenic (40-65ppm) and occurs on an RGC interpreted east trending structure and close to the contact of gabbro and basalt. The second cluster, to the south, consists of four samples including 335, 25, 23, and 11ppb gold with arsenic to 75ppm. These samples are aligned along the gabbro/greenstone contact suggesting the possibility of a fluid pathway along the contact. No follow up work has been reported for these anomalous clusters.

Recent Exploration

An obvious feature is the north-south trending, slightly arcuate, magnetic high which field reconnaissance shows coincides with an outcropping banded iron formation. 217 4kg rockchip samples over a 4km strike distance were taken and analysed for iron and associated impurities by Genalysis Laboratories using XRF after total preparation. The sample coordinates and results are shown in Table 3 below. The results show a range of 8.78% Fe to 40.69% Fe with an average of 30.72% Fe. The average grade of the BIF is below that for the Karara magnetite deposit (35.9% Fe) being developed by Gindalbie Metals Ltd.

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Figure 5 - Main BIF ridge looking south on E59/1380

Table 3 - Thundellara Rock Chip Samples (E59/1380)
SAMPLE NUMBERS	MGAE	MGAN	Fe %	P2O5 %	SiO2 %	S%	Al2O3 %
DETECTION			0.01	0.002	0.01	0.002	0.01
METHOD			Fus/XRFa	Fus/XRFa	Fus/XRFa	Fus/XRFa	Fus/XRFa

T090	536579	6787889	30.46	0.0787	53.25	0.22	0.017
T101	536752	6788414	31.90	0.0398	53.49	0.11	0.012
T110	536836	6788823	32.90	0.0412	50.5	0.34	0.034
T111	536775	6788861	29.69	0.0631	56.5	0.17	0.015
T115	536803	6788999	32.98	0.0634	51.84	0.12	0.022
T119	536902	6789210	34.32	0.0615	49.17	0.11	0.022
T121	536892	6789294	33.21	0.0568	50.24	0.09	0.005
T122	536825	6789288	32.55	0.0557	52.05	0.08	0.019
T123	536875	6789382	33.30	0.0704	49.66	0.19	0.01
T124	536988	6788389	30.48	0.0366	54.98	0.38	0.016
T126	536872	6789500	35.50	0.0786	46.5	0.25	0.022
T132	536694	6789829	30.64	0.0896	53.37	0.16	0.02
T133	536692	6789952	17.10	0.0556	73.21	0.21	0.017
PF106	536604	6790416	40.69	0.165	36.53	0.029	0.45
PF141	536629	6790146	35.53	0.178	46.33	0.025	0.19

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PF160	536694	6789978	8.78	0.088	74.66	0.005	0.13
AVERAGE			30.72	0.0539	53.99	0.015	0.0152

CONCLUSIONS AND RECOMMENDATIONS

Gold Potential

Exploration by Samantha in the west of the current granted tenements has drilled elevated gold values in lag samples along the Fields Find shear without encouragement. In the east lag sampling by RGC, has located two clusters of anomalous gold values to 335ppb, in favourable structural settings and which appear not to have been followed up.

Further geochemistry in this area is justified, extending the coverage further east along the Eastern Shear and to gaps in the coverage left by RGC. RAB or air core drilling across the surface gold anomalies is also justified.

The western part of the current granted tenements, along the Fields Find shear, appears to have been adequately tested for gold by lag sampling and aircore drilling to the lower saprolite zone.

Results show scattered gold values to a maximum of 147ppb. In the east lag sampling by RGC has located two clusters of anomalous gold which do not appear to have been followed up, possibly because of more coherent and multi-element anomalies elsewhere in the RGC ground held at the time. The two anomalous clusters also occur over interpreted contacts or shear zones and are adjacent to the major Eastern Shear zone interpreted by RGC. These are favourable structural locations for gold mineralization. RGC also only sampled where regolith was interpreted to be residual leaving substantial gaps in the sampling coverage. East of the RGC sampling, basalts are interpreted to underlie magnetics along the Eastern shear and this area also appears not to have been sampled. The data from the multi-element lag sampling of RGC may also give clues on trends and underlying rock types when recovered to an electronic database. There is untested gold anomalous in the eastern part of the current granted tenements and extensive areas of untested greenstones along and adjacent to major regional structures. The geochemical coverage should be extended further east to cover the Eastern Shear and to fill gaps left by RGC. RAB or aircore drilling of the gold anomalies is also justified.

Iron Ore Potential

A magnetite unit, extending for 7.5km through the current granted tenements has been sampled along 4km of strike and returns up to 40.69% Fe with an average of 30.72% Fe (Table 3). Additional mapping and sampling of the unit is required as it may be suitable for upgrade magnetite beneficiation.

The eastern part of the prospect shows strong, linear, north trending features in regional TMI and FVD aeromagnetic and Landsat images. These correlate with mapped BIF units. These outcrop for about 3.5km but can be traced through the current granted tenements, using the magnetics for up to 7.5km. The First Vertical Derivative of the TMI suggests at least four parallel BIF units with the

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western two merging within the current granted tenements in the north and the south. The strongly outcropping part of the western unit has been rockchip sampled over 4km of strike, yielding results of up to 40.69% Fe with an average of 30.72% Fe (Table 3). About half the samples were strongly magnetic while the rest were weakly or non-magnetic – suggesting alteration of some surface magnetite to hematite. The northern part of the zone sampled contains higher Fe grades in the BIF. Exploration activities to date on the current granted tenements indicate the prospect has potential to host deposits of magnetite BIFS. By using a combination of field observations, magnetics and gravity (inversion modelling) it may be possible to estimate the potential tonnes and grade of iron contained in the BIFs to a reasonable level of accuracy. Further evaluation of the magnetite potential of the BIFs is required by geological mapping, surface sampling, magnetic and gravity (inversion modelling) and RC drilling.

EXPLORATION PROGRAM – E59/1380 AND P59/1893

An initial exploration program to further evaluate the magnetite potential of the BIFs on E59/1380 and P59/1893 is required with geological mapping, surface sampling, magnetic and gravity (inversion modelling) and RC drilling. By using a combination of field observations, magnetics and gravity (inversion modelling) it may be possible to estimate the potential tonnes and grade of iron contained in the BIFs to a reasonable level of accuracy.

Exploration in the second year is largely subject to the outcome of activities in the first year, however it is expected to primarily consist of further RC drilling and sampling / assaying.

The budget set out below is based on the Company raising only the minimum subscription amount under the Prospectus (being $2,500,000). If the Company raises more than this amount additional funds should be allocated to RC drilling and sampling / assaying in the second year. If the maximum amount of $4,000,000 is raised expenditure in the second year for RC drilling and sampling / assaying should increase to $375,000 and $150,000 respectively.

Thundellara Prospect E59/1380 and P59/1893
	Year 1	Year 2	TOTAL
Data Acquisition and Review	30,000	10,000	40,000
Geological Mapping, Field Study and Rock Chip Sampling	40,000	20,000	60,000
Magnetic and Gravity Geophysics (Inversion Modelling)	80,000	25,000	105,000
RC drilling	100,000	235,000	335,000
Sampling / Assaying	40,000	90,000	130,000
Annual Total	290,000	380,000	670,000

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KIRKALOCKA PROJECT

The Kirkalocka Project is situated in the Mid-West region of Western Australia, 70km south of Mount Magnet. The project is adjacent to the Great Northern Highway with the nearest railhead at Menzies 200 km south-east on the Leonora-Kalgoorlie-Esperance line and port access is at Geraldton 325 km west. The Kirkalocka Project includes two exploration licence applications, E59/1476 and E59/1487 covering 275.2 square kilometres.

TENEMENT	APPLICATION DATE	GRANT DATE	EXPIRY DATE	AREA (BLOCKS)	AREA HECTARES (HA)
E59/1476	06-02-08	-	-	66	-
E59/1487	06-02-08	-	-	20	-

The project covers a significant strike length of the Wydgee greenstone belt in the Murchison Province of the Archaean Yilgarn Craton. The greenstone belt, flanked by granites comprises a complex sequence of ultramafics, mafic, intermediate and felsic volcanic and/or intrusive rocks, banded iron formation and sedimentary rocks that form part of the Luke Creek Group. Metamorphic grade is upper greenschist to amphibolite facies.

The Kirkalocka Project hosts several BIF units that are predominantly buried under shallow colluvium with approximately 200 m of strike extent forming a ridge orientated north-northwest. The depth of oxidation averages 70 m. The greenstone belt is bounded by the north-west trending Curara shear on the western side and the north-west trending Kirkalocka fault in the east.

The Amazon project held by Mount Magnet South NL lies between the Kirkalocka tenements on the same BIF units. Work to date indicates low grade magnetite potential, however little work has been completed since 2008. The structure hosting Amazon trends north into E59/1476.

EXPLORATION BUDGET

Given the tenements are still in application no exploration expenditure has been allocated to the Kirkalocka Project.

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DANDARAGA PROSPECT

The Dandaraga Prospect is a single exploration licence application, being E57/839 covering 44 sub blocks and is located in the Mid-West region of Western Australia.

TENEMENT	APPLICATION DATE	GRANT DATE	EXPIRY DATE	AREA (BLOCKS)	AREA HECTARES (HA)
E57/839	23-07-10	-	-	44	-

The prospect is 36km SE of Sandstone, adjacent to a good dirt road. The prospect has mainly subdued topo except for one prominent 3km long ridge, which has a coincident gravity anomaly and may represent a BIF ridge. Ground mapping is required to confirm the presence of BIF on the tenement.

Other iron ore deposits in the area include the Cashmere Downs Iron Project to the south and the Troy Resources iron prospect to the north.

EXPLORATION BUDGET

The tenement is still in application no exploration expenditure has been allocated to the Dandaraga prospect.

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OVERALL EXPLORATION BUDGET SUMMARY

The below budget is a summary of the exploration budget on the granted tenements.

Summary of overall exploration budget – minimum subscription of $2,500,000
	Year 1	Year 2	Total
Santy Well Project E59/1276	250,000	325,000	575,000
Pinyalling Project - Thundellara Prospect E59/1380 and P59/1893	290,000	380,000	670,000
Pinyalling Project - Warriedar Prospect E59/1362	135,000	120,000	255,000
Annual Total	675,000	825,000	1,500,000

The budgets are based on the Company raising only the minimum subscription amount under the Prospectus (being $2,500,000). If the Company raises more than this amount additional funds should be allocated to RC drilling and sampling / assaying in the second year for all three Projects. If the maximum amount of $4,000,000 is raised expenditure in the second year for RC drilling and sampling / assaying should increase to $375,000 and $150,000 respectively, resulting in the below exploration budget.

Summary of overall exploration budget – full subscription of $4,000,000
	Year 1	Year 2	Total
Santy Well Project E59/1276	250,000	570,000	820,000
Pinyalling Project - Thundellara Prospect E59/1380 and P59/1893	290,000	580,000	870,000
Pinyalling Project - Warriedar Prospect E59/1362	135,000	250,000	355,000
Annual Total	645,000	1,400,000	2,045,000

It is considered that the Company has a reasonable proposed exploration budget over two years consistent with its stated objectives and that this program is warranted and justified on the basis of the historical exploration activity and demonstrated potential for the discovery of iron ore mineralisation.

SELECTED REFERENCES

Baxter, JL, Lipple, SL, and Marsden, RJ. 1983. Explanatory notes on Kirkalocka Western Australia 1:250,000 Geological Sheet. GSWA.

GSWA Murchison geological exploration package. GSWA Record 2006/2. Lipple, SL, Baxter, JL and Marsden, RJ. 1983. Explanatory notes on Ninghan Western Australia 1:250,000 Geological Sheet. GSWA.

Richardson, B., 1997. Annual report on the Pinyalling project for the period 1 March 1996 to 28 February 1997. WAMEX Report A54216.

Quek, S.W. Tallering Project, Carlinga Well Claims WA, 1984 Final Report for Preussag. (WAMEX Item 2138).

Longman, M.J., 1994. Gibson Project Final Report E59/104, December 1994.

Fleming, M., 1996. Pinyalling E59/273, 59/496, 59/501, 59/558, M59/330-332 Annual Technical Report for the Period 22.05.95-21.05.96. M6698/01, Australian Gold Report: 1102-9601. (WAMEX Report 11347)

Dower B; Yeo W., 1995. Pinyalling E59/273, E59/496, E59/501, E59/558, M59/330-332, Annual Technical Report for the Period 22.5.1994-21.5.1995, M6698/1.

Gindalbie Metals Ltd, Annual Report 2009.

Gindalbie Metals Ltd, Gindalbie Presentation, ASX Release May 2010.

Onley, P. 1990. M4967/2: Carlinga Well gold exploration for Reobuck Resources Ltd. (WAMEX Item 5259)

Christie, M.H., 1993. M4967/5: Carlinga Well gold exploration for CRA Exploration. (WAMEX Item 7162)

Thunderalla Exploration Ltd, 31 March 2002 Quarterly Activities Report

Capricorn Resources NL, 'Warriedar Hills Project, Annual Report for the year ended 23rd March 1990, P59/598. (WAMEX Item 6346)

Capricorn Resources NL, M6439/1: Mount Gibson gold/base metals exploration (WAMEX Item 7336)

Royal Resources Ltd, ASX Announcement, 8 August 2006, Iron 'Channell Iron Deposit' Mineralisation Outline. Royal Resources Ltd, ASX Announcement, 23 April 2007 "Iron Ore – Significant Hematite Mineralisation.

Johnston, T.E., 2010. Vendor report on E59/1380, Thundalarra Prospect, Murchison Region, WA

50 | Page

Legendre, B., 2010. Santy Well Prospect E59/1276., Annual Report for period ended 21 November 2009.

GLOSSARY OF TECHNICAL TERMS
Aeolian	Formed or deposited by wind.
aerial photography	Photographs of the earths surface taken from an aircraft.
Aeromagnetic	A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the earths magnetic field.
airborne geophysical data	Data pertaining to the physical properties of the earths crust at or near surface and collected from an aircraft.
Aircore	Drilling method employing a drill bit that yields sample material which is delivered to the surface inside the rod string by compressed air.
Alluvial	Pertaining to silt, sand and gravel material, transported and deposited by a river.
Alluvium	Clay silt, sand, gravel, or other rock materials transported by flowing water and deposited in comparatively recent geologic time as sorted or semi-sorted sediments in riverbeds, estuaries, and flood plains, on lakes, shores and in fans at the base of mountain slopes and estuaries.
Alteration	The change in the mineral composition of a rock, commonly due to hydrothermal activity.
amphibolite facies	An assemblage of minerals formed at moderate to high temperatures (450°C to 700°C) during regional metamorphism.
Andesite	An intermediate volcanic rock composed of andesine and one or more mafic minerals.
Anomalies	An area where exploration has revealed results higher than the local background level.
Anticline	A fold in the rocks in which strata dip in opposite directions away from the central axis.
Antiformal	An anticline-like structure.
Archaean	The oldest rocks of the Precambrian era, older than about 2,500 million years.
Assayed	The testing and quantification metals of interest within a sample.
Au	Chemical symbol for gold.
auger sampling	A drill sampling method using an auger to penetrate upper horizons and obtain a sample from lower in the hole.
axial plane	The plane that intersects the crest or trough of a fold, about which the limbs are more or less symmetrically arranged.
basalts	A volcanic rock of low silica (<55%) and high iron and magnesium composition, composed primarily of plagioclase and pyroxene.
polymetallics	A non-precious metal, usually referring to copper, lead and zinc.
bedrock	Any solid rock underlying unconsolidated material.
BIF	A rock consisting essentially of iron oxides and cherty silica, and possessing a marked banded appearance.

51 | Page

52 | Page

BLEG sampling
Bulk leach extractable gold analysis; an analytical method for accurately determining low levels of gold.

brittle
Rock deformation characterised by brittle fracturing and brecciation.

Cainozoic
An era of geological time spanning the period from 65 million years ago to the present.

carbonate
Rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and $\mathrm{CO}_{3}$. Essential component of limestones and marbles.

chert
Fine grained sedimentary rock composed of cryptocrystalline silica.

chlorite
A green coloured hydrated aluminium-iron-magnesium silicate mineral (mica) common in metamorphic rocks.

clastic
Pertaining to a rock made up of fragments or pebbles (clasts).

clays
A fine-grained, natural, earthy material composed primarily of hydrous aluminium silicates.

colluvium
A loose, heterogeneous and incoherent mass of soil material deposited by slope processes.

conduits
The main pathways that facilitate the movement of hydrothermal fluids.

conglomerate
A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by the action of water.

copper
A reddish metallic element, used as an electrical conductor and the basis of brass and bronze.

dacite
An extrusive rock composed mainly of plagioclase, quartz and pyroxene or hornblende or both.

depletion
The lack of gold in the near-surface environment due to leaching processes during weathering.

diamond drill hole
Mineral exploration hole completed using a diamond set or diamond impregnated bit for retrieving a cylindrical core of rock.

dilational
Open space within a rock mass commonly produced in response to folding or faulting.

dolerite
A medium grained mafic intrusive rock composed mostly of pyroxenes and sodium-calcium feldspar.

DoIR
Department of Industry and Resources, WA.

ductile
Deformation of rocks or rock structures involving stretching or bending in a plastic manner without breaking.

dykes
A tabular body of intrusive igneous rock, crosscutting the host strata at a high angle.

en-echelon
Repeating parallel, but offset, occurrences of lenticular bodies such as ore veins.

erosional
The group of physical and chemical processes by which earth or rock material is loosened or dissolved and removed from any part of the earths surface.

fault zone
A wide zone of structural dislocation and faulting.

feldspar
A group of rock forming minerals.

felsic
An adjective indicating that a rock contains abundant feldspar and silica.

folding
A term applied to the bending of strata or a planar feature about an axis.

53 | Page

foliated
Banded rocks, usually due to crystal differentiation as a result of metamorphic processes.

follow-up
A term used to describe more detailed exploration work over targets generated by regional exploration.

g/t
Grams per tonne, a standard volumetric unit for demonstrating the concentration of precious metals in a rock.

gabbro
A fine to coarse grained, dark coloured, igneous rock composed mainly of calcic plagioclase, clinopyroxene and sometimes olivine.

geochemical
Pertains to the concentration of an element.

geophysical
Pertains to the physical properties of a rock mass.

GIS database
A system devised to present partial data in a series of compatible and interactive layers.

gneissic
Coarse grained metamorphic rocks characterised by mineral banding of the light and dark coloured constituent minerals.

granite
A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate micas.

granoblastic
A term describing the texture of a metamorphic rock in which the crystals are of equal size.

granodiorite
A coarse grained igneous rock composed of quartz, feldspar and hornblende and/or biotite.

greenschist
A metamorphosed basic igneous rock which owes its colour and schistosity to abundant chlorite.

greenstone belt
A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies.

greywackes
A sandstone like rock, with grains derived from a dominantly volcanic origin.

GSWA
Geological Survey of Western Australia.

gypsum
Mineral of hydrated, or water-containing, calcium sulphate.

halite
Impure salt deposit formed by evaporation.

hangingwall
The mass of rock above a fault, vein or zone of mineralization.

hematite
Iron oxide mineral, Fe₂O₃.

hinge zone
A zone along a fold where the curvature is at a maximum.

hydrothermal fluids
Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution.

igneous
Rocks that have solidified from a magma.

infill
Refers to sampling or drilling undertaken between pre-existing sample points.

insitu
In the natural or original position.

interflow
Refers to the occurrence of other rock types between individual lava flows within a stratigraphic sequence.

intermediate
A rock unit which contains a mix of felsic and mafic minerals.

intrusions
A body of igneous rock which has forced itself into pre-existing rocks.

intrusive contact
The zone around the margins of an intrusive rock.

ironstone
A rock formed by cemented iron oxides.

isoclinal
A series of folds that dip in the same direction at the same angle.

joint venture
A business agreement between two or more commercial entities.

komatiitic
Magnesium-rich mafic to ultramafic extrusive rock.

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laterite
A cemented residuum of weathering, generally leached in silica with a high alumina and/or iron content.

lead
A metallic element, the heaviest and softest of the common metals.

lineament
A significant linear feature of the earth's crust, usually equating a major fault or shear structure.

lithological contacts
The contacts between different rock types.

lithotypes
Rock types.

magnetite
A mineral comprising iron and oxygen which commonly exhibits magnetic properties.

metamorphic
A rock that has been altered by physical and chemical processes involving heat, pressure and derived fluids.

metasedimentary
A rock formed by metamorphism of sedimentary rocks.

monzogranite
A granular plutonic rock containing approximately equal amounts of orthoclase and plagioclase feldspar, but usually with a low quartz content.

Moz
Millions of ounces.

Mt
Million Tonnes.

mylonite
A hard compact rock with a streaky or banded structure produced by extreme granulation of the original rock mass in a fault or thrust zone.

nickel
Silvery-white metal used in alloys.

nickel laterite
Nickel ore hosted within the laterite profile, usually derived from the weathering of olivine-rich ultramafic rocks.

open pit
A mine working or excavation open to the surface.

Orthoimage
A geographically located composite plan using aerial photography as a base.

outcrops
Surface expression of underlying rocks.

palaeochannels
An ancient preserved stream or river.

pegmatite
A very coarse grained intrusive igneous rock which commonly occurs in dyke-like bodies containing lithium-boron-fluorine-rare earth bearing minerals.

pisolitic
Describes the prevalence of rounded manganese, iron or alumina-rich chemical concretions, frequently comprising the upper portions of a laterite profile.

playa lake
Broad shallow lakes that quickly fill with water and quickly evaporate, characteristic of deserts.

polymictic
Referring to coarse sedimentary rocks, typically conglomerate, containing clasts of many different rock types.

porphyries
Felsic intrusive or sub-volcanic rock with larger crystals set in a fine groundmass.

ppb
Parts per billion; a measure of low level concentration.

Proterozoic
An era of geological time spanning the period from 2,500 million years to 570 million years before present.

pyroxenite
A coarse grained igneous intrusive rock dominated by the mineral pyroxene.

quartz reefs
Old mining term used to describe large quartz veins.

quartzofeldspathic
Compositional term relating to rocks containing abundant quartz and feldspar, commonly applied to metamorphic and sedimentary rocks.

quartzose
Quartz-rich, usually relating to clastic sedimentary rocks.

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RAB drilling
A relatively inexpensive and less accurate drilling technique involving the collection of sample returned by compressed air from outside the drill rods.

rafts
A relatively large block of foreign rock incorporated into an intrusive magma.

RC drilling
A drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination.

regolith
The layer of unconsolidated material which overlies or covers insitu basement rock.

residual
Soil and regolith which has not been transported from its point or origin.

resources
Insitu mineral occurrence from which valuable or useful minerals may be recovered.

rhyolite
Fine-grained felsic igneous rock containing high proportion of silica and felspar.

rock chip sampling
The collection of rock specimens for mineral analysis.

saline
Salty

saprock
Zone of weathered rock preserved within the weathered profile.

saprolite
Disintegrated, in-situ rock, partially decomposed by the chemical and physical processes of oxidation and weathering.

satellite imagery
The images produced by photography of the earth's surface from satellites.

schist
A crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals.

scree
The rubble composed of rocks that have formed down the slope of a hill or mountain by physical erosion.

sedimentary
A term describing a rock formed from sediment.

sericite
A white or pale apple green potassium mica, very common as an alteration product in metamorphic and hydrothermally altered rocks.

shale
A fine grained, laminated sedimentary rock formed from clay, mud and silt.

sheared
A zone in which rocks have been deformed primarily in a ductile manner in response to applied stress.

sheet wash
Referring to sediment, usually sand size, deposited over broad areas characterised by sheet flood during storm or rain events. Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica.

silcrete
Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica.

silica
Dioxide of silicon, $\mathrm{SiO}_2$, usually found as the various forms of quartz.

sills
Sheets of igneous rock which is flat lying or has intruded parallel to stratigraphy.

silts
Fine-grained sediments, with a grain size between those of sand and clay.

soil sampling
The collection of soil specimens for mineral analysis.

56 | Page

stocks
A small intrusive mass of igneous rock, usually possessing a circular or elliptical shape in plan view.

strata
Sedimentary rock layers.

stratigraphic
Composition, sequence and correlation of stratified rocks.

stream
sediment
The collection of samples of stream sediment with the intention of analysing them for trace elements.

strike
Horizontal direction or trend of a geological structure.

subcrop
Poorly exposed bedrock.

sulphide
A general term to cover minerals containing sulphur and commonly associated with mineralization.

supergene
Process of mineral enrichment produced by the chemical remobilisation of metals in an oxidised or transitional environment.

syenite
An intrusive igneous rock composed essentially of alkali feldspar and little or no quartz and ferromagnesian minerals.

syncline
A fold in rocks in which the strata dip inward from both sides towards the axis.

talc
A hydrous magnesium silicate, usually formed due to weathering of magnesium silicate rocks.

tectonic
Pertaining to the forces involved in or the resulting structures of movement in the earth’s crust.

tholeiitic
A descriptive term for a basalt with little or no olivine.

thrust fault
A reverse fault or shear that has a low angle inclination to the horizontal.

tremolite
A grey or white metamorphic mica of the amphibole group, usually occurring as bladed crystals or fibrous aggregates.

ultramafic
Igneous rocks consisting essentially of ferromagnesian minerals with trace quartz and feldspar.

veins
A thin infill of a fissure or crack, commonly bearing quartz.

volcaniclastics
Pertaining to clastic rock containing volcanic material.

volcanics
Formed or derived from a volcano.

zinc
A lustrous, blueish-white metallic element used in many alloys including brass and bronze.

10. INVESTIGATING ACCOUNTANT'S REPORT

HLB Mann Judd

Accountants | Business and Financial Advisers

WES032 IAR
NGN/CE/SEW

6 August 2010
The Directors
West Peak Iron Limited
Suite 9, 1200 Hay Street
WEST PERTH WA 6005

Dear Sirs

INVESTIGATING ACCOUNTANT'S REPORT

INTRODUCTION

This Investigating Accountant's Report ("Report") has been prepared for inclusion in a prospectus to be dated on or about 6 August 2010 ("Prospectus") for the issue by West Peak Iron Limited (the "Company") of up to 20,000,000 ordinary shares at an issue price of 20 cents each to raise a total of up to $4,000,000 before the expenses of the issue. The minimum subscription under the Prospectus is $2,500,000.

This Report has been included in the Prospectus to assist potential investors and their financial advisers to make an assessment of the financial position and performance of West Peak Iron Limited.

STRUCTURE OF REPORT

This Report has been divided into the following sections:

Background information;
Scope of Report;
Financial information;
Subsequent events;
Statements; and
Declaration.

1. BACKGROUND INFORMATION

The Company was registered in Australia on 4 March 2010. The current directors of the Company are Mr Graham Marshall, Mr David Parker and Mr John Royle. Mr David Parker also acts as the Company Secretary.

As at the date of this Report, the issued share capital of the Company is 7,500,001 ordinary fully paid shares. Additionally, the Company has 5,000,000 options exercisable at 20 cents on or before 30 June 2013 on issue at the date of this Report.

HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 WA. Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: [email protected]. Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of HLB International, a world-wide organisation of accounting firms and business advisers

Investigating Accountant's Report

The Company's main objectives in undertaking the Offer include raising funds to be applied to:

satisfaction of the terms and conditions of the Tenement Agreements;
exploration for iron ore mineralisation on its granted tenements through geological mapping, surface sampling, geophysics and RC drilling; and
general working capital and the expenses of the Offer.

2. SCOPE OF REPORT

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

a) the historical financial information of the Company, comprising the historical Statement of Financial Position as at 30 June 2010 and the historical Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the period from registration to 30 June 2010 as set out in Appendix 1 to this Report; and

b) the proforma financial information for the Company, comprising the proforma Statement of Financial Position as at 30 June 2010 and the proforma Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the period then ended. This information is presented under the following two scenarios:

$2,500,000 capital raising (minimum subscription), and
$4,000,000 capital raising (full subscription).

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

We performed a review of the historical financial information and the proforma financial information of the Company as at 30 June 2010 in order to ensure consistency in the application of applicable Accounting Standards and other mandatory professional reporting requirements. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements.

Our review of the historical financial information and the proforma information of the Company was carried out in accordance with Australian Auditing Standard ASRE 2410 "Review of an Interim Financial Report performed by the Independent Auditor of the Entity" and included such enquiries and procedures which we considered necessary for the purposes of this Report. The review procedures undertaken by HLB in our role as Investigating Accountants were substantially less in scope than that of an audit examination conducted in accordance with generally accepted auditing standards. Our review was limited primarily to an examination of the historical financial information and the proforma information, analytical review procedures and discussions with senior management. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical financial information and proforma information included in this Report or elsewhere in the Prospectus.

Investigating Accountant's Report

In relation to the information presented in this Report:

a) support by another person, corporation or an unrelated entity has not been assumed;
b) the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and
c) the going concern basis of accounting has been adopted.

3. FINANCIAL INFORMATION

Set out in Appendix 1 (attached) are:

a) The Statement of Financial Position of the Company as at 30 June 2010, and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the period then ended; and
b) The proforma Statement of Financial Position of the Company as at 30 June 2010 and proforma Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the period then ended as they would appear after incorporating the following significant events and proposed transactions by the Company subsequent to 30 June 2010:

i) the issue by the Company pursuant to the Prospectus of 20,000,000 ordinary shares at an issue price of 20 cents each, raising $4,000,000;
ii) the acquisition of interests in minerals tenements pursuant to the Tenement Agreements via the issue of 3,500,000 ordinary shares at a deemed issue price of 20 cents per share, the issue of 2,500,000 options over ordinary shares, exercisable at 20 cents on or before 30 June 2013 and the payment of $110,000 in cash consideration; and
iii) the write off to the issued capital account of the cash costs of the Prospectus being an estimated $300,000, as detailed below:

	Total ($)
ASIC Fees	2,068
ASX Listing Fee	33,549
Broker Commissions	200,000
Legal Fees	30,000
Independent Geologist's Fees	10,000
Investigating Accountant's Fees	5,000
Printing and Distribution	15,000
Miscellaneous	4,383
	300,000

This information is presented under the following two scenarios:

$2,500,000 capital raising (minimum subscription) – on this basis the total cash costs of the Prospectus reduce by $80,000 to $220,000.
$4,000,000 capital raising (full subscription).

c) Notes to the historical financial information and proforma information.

Investigating Accountant's Report

4. SUBSEQUENT EVENTS

In our opinion, there have been no material items, transactions or events subsequent to 30 June 2010 not otherwise disclosed in the Prospectus that have come to our attention during the course of our review that would require comment in, or adjustment to, the content of this Report or which would cause such information included in this Report to be misleading.

5. STATEMENTS

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

a) the historical financial information of West Peak Iron Limited as at 30 June 2010 as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations and its cash flows for the period then ended; and

b) the proforma information of West Peak Iron Limited as at 30 June 2010 as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations and its cash flows for the period then ended, as if the transactions referred to in Section 3 (b) of this Report had occurred during that period.

6. DECLARATION

a) HLB will be paid its usual professional fees based on time involvement, for the preparation of this Report and review of the financial information, at our normal professional rates (expected to be $5,000).

b) Apart from the aforementioned fee, neither HLB, nor any of its associates will receive any other benefits, either directly or indirectly, for or in connection with the preparation of this Report.

c) Neither HLB, nor any of its employees or associated persons has any interest in West Peak Iron Limited or the promotion of the Company.

d) Unless specifically referred to in this Report, or elsewhere in the Prospectus, HLB was not involved in the preparation of any other part of the Prospectus and did not cause the issue of any other part of the Prospectus. Accordingly, HLB makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the Prospectus.

e) HLB has consented to the inclusion of this Report in the Prospectus in the form and context in which it appears. The inclusion of this Report should not be taken as an endorsement of the Company or a recommendation by HLB of any participation in the Company by an intending subscriber.

Investigating Accountant's Report

Yours faithfully
HLB MANN JUDD

N G NEILL
Partner

Investigating Accountant's Report

APPENDIX 1 -

WEST PEAK IRON LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2010

	Notes	Reviewed $	Proforma
			$2.5M raising $	$4M raising $
CURRENT ASSETS
Cash and cash equivalents	2	107,795	2,277,795	3,697,795
Receivables		3,928	3,928	3,928
TOTAL CURRENT ASSETS		111,723	2,281,723	3,701,723
NON CURRENT ASSETS
Exploration and evaluation expenditure	3	57,437	978,224	978,224
TOTAL NON-CURRENT ASSETS		57,437	978,224	978,224
TOTAL ASSETS		169,160	3,259,947	4,679,947
CURRENT LIABILITIES
Trade and other creditors		15,012	15,012	15,012
TOTAL CURRENT LIABILITIES		15,012	15,012	15,012
TOTAL LIABILITIES		15,012	15,012	15,012
NET ASSETS		154,148	3,244,935	4,664,935
EQUITY
Issued capital	4	161,941	3,141,941	4,561,941
Option reserve	5	2,134	112,921	112,921
Accumulated losses		(9,927)	(9,927)	(9,927)
TOTAL EQUITY		154,148	3,244,935	4,664,935

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

Investigating Accountant's Report

WEST PEAK IRON LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

	Reviewed	Proforma
	$	$2.5M raising	$4M raising
Income from ordinary activities	7	7	7
Option Issue Expense	2,134	2,134	2,134
Legal fees	2,738	2,738	2,738
Other expenses	5,062	5,062	5,062
Loss from ordinary activities before income tax	9,927	9,927	9,927
Income tax expense	-	-	-
Loss from ordinary activities after income tax	9,927	9,927	9,927
Other comprehensive income	-	-	-
Total comprehensive loss for the period	9,927	9,927	9,927

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

WEST PEAK IRON LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

	Reviewed	Proforma
	$	$2.5M raising	$4M raising
Cash Flows From Operating Activities
Payments to suppliers and employees	(4,048)	(4,048)	(4,048)
Interest received	7	7	7
Net Cash Used In Operating Activities	(4,041)	(4,041)	(4,041)
Cash Flows From Investing Activities
Payments for exploration expenditure	(54,297)	(164,297)	(164,297)
Net Cash Used In Investing Activities	(54,297)	(164,297)	(164,297)
Cash Flows From Financing Activities
Proceeds from issue of shares	175,001	2,675,001	4,175,001
Issue costs paid	(8,868)	(228,868)	(308,868)
Net Cash Provided By Financing Activities	166,133	2,446,133	3,866,133
Net increase in Cash Held	107,795	2,277,795	3,697,795
Cash at the beginning of the financial period	-	-	-
Cash At The End Of The Financial Period	107,795	2,277,795	3,697,795

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

Investigating Accountant's Report

WEST PEAK IRON LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

	Contributed Equity	Option Reserve	Accumulated Losses	Total
	$	$	$	$
Shares issued during the period	175,001	-	-	175,001
Share options issued	-	2,134	-	2,134
Share issue expenses	(13,060)	-	-	(13,060)
Comprehensive loss for the period	-	-	(9,927)	(9,927)
As at 30 June 2010	161,941	2,134	(9,927)	154,148
$2.5M raising Proforma adjustments:
Consideration for Tenement acquisition	700,000	110,787	-	810,787
Shares issued pursuant to Prospectus	2,500,000	-	-	2,500,000
Issue expenses	(220,000)	-	-	(220,000)
$2.5M raising Proforma total	3,141,941	112,291	(9,927)	3,244,935
$4M raising Proforma adjustments:
Additional shares issued pursuant to Prospectus	1,500,000	-	-	1,500,000
Additional issue expenses	(80,000)	-	-	(80,000)
$4M raising Proforma total	4,561,941	112,291	(9,927)	4,664,935

This statement should be read in conjunction with the accompanying notes

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

(a) Basis of preparation

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

Compliance with IFRS

The financial information complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards ("AIFRS"). Compliance with AIFRS ensures that the financial information, comprising the financial statements and notes thereto, comply with measurement requirements but not all of the disclosure requirements of the International Financial Reporting Standards.

Historical cost convention

These financial statements have been prepared under the historical cost convention.

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD OF REGISTRATION TO 30 JUNE 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Critical accounting judgements and key sources of estimation uncertainty

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Interest income

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(d) Cash and cash equivalents

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(e) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the Statement of Financial Position date.

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

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

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

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

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

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

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

Unrecognised deferred income tax assets are reassessed at each Statement of Financial Position date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

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

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

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

(f) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Impairment of assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(h) Trade and other payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial period that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

(i) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Comprehensive Income net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j) Share-based payment transactions

The Company provides benefits to employees (including senior executives) of the Company in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of West Peak Iron Limited (market conditions) if applicable.

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Company's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Statement of Comprehensive Income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately.

However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

Cash settled transactions:

The Company also provides benefits to employees in its electronics segment in the form of cash-settled share-based payments, whereby employees render services in exchange for cash, the amounts of which are determined by reference to movements in the price of the shares of West Peak Iron Limited.

The cost of cash-settled transactions is measured initially at fair value at the grant date using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is re-measured to fair value at each Statement of Financial Position date up to and including the settlement date with changes in fair value recognised in profit or loss.

(k) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l) Exploration and evaluation

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

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

(a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.

(m) Proforma transactions

The proforma Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows have been derived from the historical financial information as at 30 June 2010 adjusted to give effect to the following actual or proposed significant events and transactions by the Company subsequent to 30 June 2010:

(i) the issue by the Company pursuant to the Prospectus of 20,000,000 ordinary shares at an issue price of 20 cents each raising $4,000,000;
(ii) the acquisition of interests in mineral tenements pursuant to the Tenement Agreements via the issue of 3,500,000 ordinary shares at a deemed issue price of 20 cents per share, the issue of 2,500,000 options over ordinary shares, exercisable at 20 cents on or before 30 June 2013 and the payment of $110,000 in cash consideration; and
(iii) the write off to the issued capital account of the cash costs of the Prospectus being an estimated $300,000.

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

This information is presented under the following two scenarios:

$2,500,000 capital raising (minimum subscription) – on this basis the total cash costs of the Prospectus reduce by $80,000 to $220,000.
$4,000,000 capital raising (full subscription).

	Reviewed	Proforma
	$	$2.5M raising	$4M raising
2. CASH AND CASH EQUIVALENTS
Balance as at 30 June 2010	107,795	107,795	107,795
Cash consideration of Tenement Agreement	-	(110,000)	(110,000)
Cash raised pursuant to Prospectus	-	2,500,000	4,000,000
Share issue costs	-	(220,000)	(300,000)
	107,795	2,277,795	3,697,795
3. EXPLORATION AND EVALUATION EXPENDITURE
Balance as at 30 June 2010	57,437	57,437	57,437
Cash consideration under the Tenement Agreements	-	110,000	110,000
Shares and options issued to vendors as part consideration under the Tenement Agreements	-	810,787	810,787
Total deferred exploration and evaluation expenditure	57,437	978,224	978,224

ISSUED CAPITAL

Issued and paid up share capital

Shares issued during the period 175,001 175,001 175,001

Prospectus issue - 2,500,000 4,000,000

Issued to vendors as part consideration for tenements - 700,000 700,000

Share issue costs paid (13,060) (233,060) (313,060)

Balance at end of period 166,651 3,141,941 4,561,941

	$2.5M Raising		$4M Raising
	Number	$	Number	$
Movements in number of fully paid ordinary shares since 30 June 2010:
Shares on issue at 30 June 2010	7,500,001	166,651	7,500,001	166,651
Proforma adjustments:
Prospectus issue	12,500,000	2,500,000	20,000,000	4,000,000
Issued to vendors as part consideration for tenements	3,500,000	700,000	3,500,000	700,000
Share issue costs	-	(220,000)	-	(300,000)
Proforma total	23,500,001	3,141,941	31,000,001	4,561,941

Investigating Accountant's Report

WEST PEAK IRON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM REGISTRATION TO 30 JUNE 2010

	Reviewed	Proforma
	$	$2.5M raising	$4M raising
	$	$	$
5. OPTION RESERVE
Options issued over ordinary shares of the Company
5,000,000 options issued to directors of the company, exercisable at 20 cents on or before 30 June 2013	2,134	2,134	2,134
2,500,000 options to be issued to vendors as consideration for tenements, exercisable at 20 cents on or before 30 June 2013	-	110,787	110,787
Balance at end of period	2,134	112,921	112,921
	$2.5M Raising	$4M Raising
	Number	$	Number
Movements in number of options over ordinary shares since 30 June 2010:
Options on issue at 30 June 2010	5,000,000	2,134	5,000,000
Proforma adjustments:
Issued to vendors as consideration for tenements	2,500,000	110,787	2,500,000
Proforma total	7,500,000	112,921	7,500,000

6. CONTINGENCIES AND COMMITMENTS

Details of planned expenditure commitments are outlined in Section 4.4 of the Prospectus. The Directors are not aware of any other contingencies.

7. RELATED PARTY TRANSACTIONS

Details of Directors' interests in the Company's issued capital and transactions with the Company are included in Section 12.4 of the Prospectus.

11. TENEMENT REPORT

STEINEPREIS PAGANIN
Lawyers & Consultants
74

Level 4, The Read Buildings
16 Milligan Street
Perth WA 6000
GPO Box 2799
Perth WA 6001
Telephone: +61 8 9321 4000
Facsimile: +61 8 9321 4333
Web: www.steinpag.com.au

6 August 2010

The Board of Directors
West Peak Iron Limited
Suite 9
1200 Hay Street
WEST PERTH WA 6005

Dear Sirs

TENEMENT REPORT

This Report is prepared for inclusion in a prospectus in connection with the listing on the ASX of West Peak Iron Limited (ACN 142 411 390) (Company) on or about 6 August 2010 for the issue of up to 20,000,000 fully paid ordinary shares in the capital of the Company (Shares) at an issue price of $0.20 per Share to raise up to $4,000,000 (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements).

The Tenements are located in Western Australia. Details of the Tenements are set out in Part I following this Report.

2. SEARCHES AND DOCUMENTS

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows:

(a) we have obtained searches of the Tenements from the registers maintained by the Western Australian Department of Mines and Petroleum (DMP). These searches were conducted on 3 August 2010. Key details on the status of the Tenements are set out in Part I following this Report;

(b) we have obtained extracts of registered native title claims that apply to the Tenements as determined by the National Native Title Tribunal (NNTT). This

material was obtained on 3 August 2010. Details of native title claims are set out in Section 7 of this Report and Part II following this Report; and

(c) we have reviewed all material agreements relating to the Tenements provided to us as at the date of the DMP searches referred to in Section 2(a) of this Report and have summarised the material terms (details of which are set out in Part II following this Report).

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant searches:

(a) (Company's Interest): this Report provides an accurate statement as to the Company's interest in the Tenements based on our searches and information provided to us;

(b) (Good Standing): unless otherwise specified in this Report, the Tenements are validly granted and in good standing; and

(c) (Third party interests): this Report provides accurate statements as to third party interests, including encumbrances, in relation to the Tenements apparent from our searches and the information provided to us.

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements:

(a) (Company's Interest): The Company does not have a registered interest in all of the Tenements. It has an equitable interest to 90% of each of the tenements referred to in the Legendre Agreement and the CRC Agreement as summarised in Part II of this Report. The remaining tenements are applications made solely by the Company.

(b) (Objection): An objection has been lodged against exploration licence application ELA59/1620. The applicants of ELA59/1620 have entered into negotiations with the objecting party but as at the date of this Report no resolution has been reached. An application for a tenement cannot be progressed until an objection has been resolved either by mutual agreement between the interested parties or by determination of the Warden Court. As such the application for ELA59/1620 may be granted with additional conditions imposed to regulate the access arrangements between the parties and there is a risk that the application for ELA59/1620 may not be granted at all.

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise three exploration licences and one prospecting licence granted under the Mining Act 1978 (WA) (Mining Act) and twelve exploration licence applications. Part I following this Report provides a list of the Tenements. The following provides a description of the nature and key terms of this type of mining tenement as well as mining leases as set out in the Mining Act.

5.1 Exploration Licence

Application: A person may lodge an application for an exploration licence. The Minister decides whether to grant an application for an exploration licence. An application for an exploration licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals.

Term: An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term of an exploration licence granted after 10 February 2006, by a further period of 5 years followed by a further period or periods of 2 years. Where an exploration licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Retention Status: The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource within the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence.

Relinquishment: The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year.

Priority to apply for Mining Lease: The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

Conversion to Mining Lease: An application for conversion of an exploration licence to one or more mining leases must be accompanied by a notice of intent to commence productive mining operations or a "mineralisation report" prepared by a qualified person and a statement setting out information about proposed mining operations. A mining lease accompanied by a "mineralisation report" will only be approved where the Director Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation. Upon grant, a mining lease remains in force for a period of 21 years and may be renewed for successive periods of 21 years.

Transfer: No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealing.

5.2 Prospecting Licence

Application: A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to

grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of a prospecting licence is entitled to enter the land and undertake operations for the purposes of prospecting for minerals.

Term: A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and if retention status is granted (as discussed below), by further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Retention Status: The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource within the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

Conditions: Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in Part I following this Report. A failure to comply with these conditions may lead to forfeiture of the prospecting licence.

Priority to apply for a Mining Lease: The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined.

Transfer: There is no restriction on transfer or other dealing in a prospecting licence.

6. ABORIGINAL HERITAGE

There may be areas or objects of Aboriginal heritage located on the Tenements.

We have not undertaken searches to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Tenements as there is no obligation under the relevant legislation to register sites or objects. Further, the exact location of Aboriginal sites can not be ascertained from these searches.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or objects exist within the area of the Tenements. Any interference with these sites or objects must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

It is noted that standard Aboriginal heritage agreements have been entered into in respect of the granted exploration licences (as noted in Part III following this Report) which set out the obligations of the tenement holders in protecting Aboriginal heritage in areas where exploration takes place in a manner that is transparent, timely, certain and cost effective.

Under Aboriginal heritage agreements tenement holders may dispose of any or all of its rights with respect to their tenements, but must first procure an executed deed of assumption in favour of the relevant native title group by which the assignee (purchaser) agrees to be bound by the provisions of the heritage agreement and to assume, observe and perform the obligations of the assignor (vendor) under the heritage agreement insofar as they relate to the interest being acquired by the assignee (purchaser).

As heritage agreements relate to the process of 'clearing' areas of land on tenements in order to conduct exploration activities it is possible a purchaser may rely on surveys previously completed by a vendor where it wishes to conduct activities on areas within tenements previously cleared of heritage sites without the requirements to repeat the process and incur additional costs.

6.1 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian Legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (WA Heritage Act).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons.

The Minister's consent is required where any use of land is likely to result in the excavation or other alteration of or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered and the WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 (Mabo no.2).

Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the NNTT and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;

(b) provide that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include certain land tenure granted or renewed before 23 December 1996; and

(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions.

7.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are three alternatives: the Right to Negotiate, an Indigenous Land Use Agreement (ILUA) and the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the tenement can be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the tenement (e.g. in relation to heritage surveys).

If agreement is not reached to enable the tenement to be granted, the matter may be referred to arbitration before the NNTT, which has 6 months to decide whether the tenement can be granted, and if so on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

The aim of the ILUA is to agree the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants) even though they may not be parties to it.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (Expedited Procedure). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;

(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and

(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the tenement in accordance with the NTA. Persons have until 3 months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within 4 months of the notification date, the State may grant the tenement.

If one or more registered native title claimants or native title holders object within that 4 month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the tenement. Otherwise, the Future Act Provisions (e.g. Right to Negotiate or ILUA) must be followed before the tenement can be granted.

The State of Western Australia currently follows a policy of granting mining leases, prospecting licences and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a Tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the Tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (e.g. in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

Application to the Tenements

The following sections of the Report identify:

(a) any native title claims, native title determinations and ILUAs that are registered against the Tenements (see Section 7.3);
(b) any Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);
(c) any Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and
(d) any Tenements which are yet to be granted and as such may need to be granted in compliance with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

7.3 Registered Native Title Claims and Determinations and ILUAs

Our searches indicate that the Tenements are subject to the following registered native title claims but no native title determinations or ILUAs.

Tenement	Native Title Claim
E59/1276-I	WC96/93
WC97/72
WC04/10
E59/1362-I	WC96/98
WC97/72
E59/1380-I	WC96/98
WC97/72
ELA59/1476	WC96/98
WC97/72
ELA59/1487	WC96/98
WC97/72
ELA59/1620	WC96/98
WC97/72
ELA59/1622	WC96/98
WC97/72
ELA59/1677	WC96/93
WC97/72
WC04/10
ELA59/1678	WC96/93
WC97/72

Tenement	Native Title Claim
	WC04/10
ELA59/1681	WC96/98
	WC97/72
ELA59/1682	WC96/98
	WC97/72
ELA59/1692	WC96/98
	WC97/72
ELA59/1696	WC96/98
	WC97/72
P59/1893	WC96/98
	WC97/72

The status of the native title claims is summarised in Part II following this Report.

Native title claimants are entitled to certain rights under the Future Act Provisions.

7.4 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 23 December 1996

Our searches indicate that none of the Tenements were granted before 23 December 1996.

Tenements granted after 23 December 1996

Our searches indicate that the following Tenements were granted after 23 December 1996.

Tenement	Date of Grant
E59/1276	21/11/2007
E59/1362	01/10/2008
E59/1380	06/08/2009
P59/1893	08/04/2010

We have assumed that these Tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and the following criteria are satisfied:

the area to which the mining tenement applies is not extended;
the term of the renewed mining tenement is not longer than the term of the old mining tenement; and
the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the Future Act Provisions. It is currently uncertain whether this exemption applies to a second or subsequent renewal of such a mining tenement.

Our searches indicate that none of the Tenements were renewed after 23 December 1996.

Renewals of Tenements in the future will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Valid grant of Applications for Tenements

The following Tenements are all currently applications and as such the grant of the Tenements will need to satisfy the Future Act Provisions in order to be valid under the NTA.

Applicant	Tenement
Bruce Robert LEGENDRE (30%)
TE Johnston & Associates Pty Ltd (10%)
Corporate & Resource Consultants Pty Ltd (60%)	ELA59/1620
Legend Resources Pty Ltd (50%)
Bruce Robert LEGENDRE (50%)	ELA59/1622
TE Johnston & Associates Pty Ltd (10%)
Corporate & Resource Consultants Pty Ltd (90%)	ELA59/1476
TE Johnston & Associates Pty Ltd (10%)
Corporate & Resource Consultants Pty Ltd (90%)	ELA59/1487
West Peak Iron Limited (100%)	ELA59/1677
West Peak Iron Limited (100%)	ELA59/1678
West Peak Iron Limited (100%)	ELA59/1681
West Peak Iron Limited (100%)	ELA59/1682
West Peak Iron Limited (100%)	ELA59/1692
West Peak Iron Limited (100%)	ELA59/1693

Applicant	Tenement
West Peak Iron Limited (100%)	ELA59/1696
West Peak Iron Limited (100%)	ELA57/839

The registered native title claimants identified in Section 7.3 of this Report will be involved in accordance with the Future Act Provisions.

We note that the grant of any tenements in the future in relation to the Tenements (e.g. the grant of a mining lease from an exploration licence) will also need to comply with the Future Act Provisions.

8. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;

(b) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;

(c) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;

(d) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements complied with, or will comply with, the applicable Future Act Provisions;

(e) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

(f) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;

(g) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;

(h) references in Part I following this Report to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey; and

(i) the information in Part I following this Report is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Report.

CONSENT

This Report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

PART I

TENEMENT SCHEDULE

TENEMENT	HOLDER / APPLICANT	SHARES HELD	GRANT DATE (APPLICATION DATE)	EXPIRY DATE	AREA SIZE	ANNUAL RENT NEXT RENTAL YEAR	MINIMUM ANNUAL EXPENDITURE	ENCUMBRANCES/ DEALINGS	NOTES	NATIVE TITLE CLAIMS
Santy Well Project
E59/1276-I	Bruce Robert LEGENDRE	100	21/11/2007	20/11/2012	25 Blocks	$4,710.75	$25,000	-	A
1-11	WC96/93, WC97/72, WC04/10, HA-1
ELA59/1677	West Peak Iron Limited	100	(09/04/2010)	-	35 Blocks	N/A	No expenditure required yet	-	-	WC96/93, WC97/72, WC04/10
ELA59/1678	West Peak Iron Limited	100	(09/04/2010)	-	14 Blocks	N/A	No expenditure required yet	-	-	WC96/93, WC97/72, WC04/10
Pinyalling Project
Warrigidar Prospect
E59/1362-I	Bruce Robert LEGENDRE	300	01/10/2008	30/09/2013	10 Blocks	$1,211.10	$20,000	-	B
1-7, 12-16	WC96/98, WC97/72, HA-2
	TE Johnston & Associates Pty Ltd	100
	Corporate & Resource Consultants Pty Ltd	600
ELA59/1693	West Peak Iron Limited	100	(17/06/2010)	-	32 Blocks	N/A	No expenditure required yet	-	-	-
ELA59/1696	West Peak Iron Limited	100	(23/06/2010)	-	3 Blocks	N/A	No expenditure required yet	-	-	WC96/98, WC97/72
Thunderlarra Prospect
E59/1380-I	Bruce Robert LEGENDRE	30	06/08/2009	05/08/2014	15 Blocks	$1816.65	$20,000	-	B
1-7, 17-19	WC96/98, WC97/72, HA-3
	TE Johnston & Associates Pty Ltd	10
	Corporate & Resource Consultants Pty Ltd	60
ELA59/1682	West Peak Iron Limited	100	(22/04/2010)	-	46 Blocks	N/A	No expenditure required yet	-	-	WC96/98, WC97/72
P59/1893	Legend Resources Pty Ltd	100	08/04/2010	07/04/2014	23.80 Hectares	$55.44	$2,000	-	A
1-2, 4, 6-9, 20-23	WC96/98, WC97/72

Pinyalling South Prospect
ELA59/1620	Bruce Robert LEGENDRE	300	(20/08/2009)	-	69 Blocks	N/A	No expenditure required yet	Objection 329879 (Karara Mining Limited)	B	WC96/98, WC97/72
	TE Johnston & Associates Pty Ltd	100
	Corporate & Resource Consultants Pty Ltd	600
ELA59/1622	Legend Resources Pty Ltd	500	(24/08/2009)	-	14 Blocks	N/A	No expenditure required yet	-	A	WC96/98, WC97/72
	Bruce Robert LEGENDRE	500
ELA59/1681	West Peak Iron Limited	100	(22/04/2010)	-	19 Blocks	N/A	No expenditure required yet	-	-	WC96/98, WC97/72
ELA59/1692	West Peak Iron Limited	100	(17/06/2010)	-	53 Blocks	N/A	No expenditure required yet	-	-	WC96/98, WC97/72
Kirkalocka Project
ELA59/1476	TE Johnston & Associates Pty Ltd	10	(06/02/2008)	-	66 Blocks	N/A	No expenditure required yet	-	B	WC96/98, WC97/72
	Corporate & Resource Consultants Pty Ltd	90
ELA59/1487	TE Johnston & Associates Pty Ltd	10	(06/02/2008)	-	20 Blocks	N/A	No expenditure required yet	-	B	WC96/98, WC97/72
	Corporate & Resource Consultants Pty Ltd	90
Dandaraga Prospect
ELA57/839	West Peak Iron Limited	100	(23/07/2010)	-	44 Blocks	N/A	No expenditure required yet	-	-	-

Key to Tenement Schedule

E – Exploration Licence

ELA – Exploration Licence Application

P – Prospecting Licence

References to numbers in the "Notes" column refers to the notes following this table.

References to letters in the "Notes" column refers to the relevant material contract as summarised in Part II.

All of the native title claims listed in the Tenement Schedule have been accepted and entered on the Register of Native Title Claims. Please refer to Part III for the status of the native title claims.

References to "HA-*" in the "Native Title Claims" column refers to the heritage agreements noted in Part III.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Notes:

The licensee's attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
The licensee's attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
The Licensee pursuant to the approval of the Minister responsible for the Mining Act 1978 under Section 11 of the Mining Act 1978 is authorised to explore for iron.
All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Industry and Resources (DoiR). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DoiR.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DoiR is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
the grant of the Licence; or
registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing mining on Trigonometrical Station Reserve 11816.
No interference with Geodetic Survey Station BW and mining within 15 metres thereof being confined below a depth of 15 metres from the natural surface..
The grant of this license does not include the land the subject of prior Exploration License 59/1023. If the prior license expires, is surrendered or forfeited that land may be included in this license, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled "Transitional provisions relating to Geometric Datum of Australia".

In respect to the area designated as CPL46 in TENGRAPH, being portion of former Pastoral Lease 3114/1123, the following conditions (13-15) apply:

Prior to any ground-disturbing activity, as defined by the Director, Environment, DoIR the licensee preparing a detailed program for each phase of proposed exploration for approval of the Director, Environment, DoIR. The program to include:
Maps and/or aerial photographs showing all proposed routes, construction and upgrading of tracks, camps, drill sites and any other disturbances;
The purpose, specifications and life of all proposed disturbances;
Proposals which may disturb any declared rare or geographically restricted flora and fauna; and
Techniques, prescriptions and timetable for the rehabilitation of all proposed disturbances.
The Licensee will, at his expense, rehabilitating all areas cleared, explored or otherwise disturbed during the term of the license to the satisfaction of the Director, Environment, DoIR. Such rehabilitation is appropriate and may include:
Stock piling and return of topsoil;
Backfilling all holes, trenches and costeans;
Ripping;
Contouring to the original land form;
Revegetation with seed; and
Capping and backfilling of all drill holes
Prior to the cessation of exploration/prospecting activity the licensee notifying the Environmental Officer, DoIR and arranging an inspection as required.
Description of Land NOT included in the grant of the Licence:
Exploration Licences 59/1023
Mining Leases 59/248 & 59/315
Prospecting Licences 59/1742 to 59/1744

In respect to the area designated as CPL56 in TENGRAPH, being portion of former Pastoral Lease 3114/567, the following conditions (17-19) apply:

Prior to any ground-disturbing activity, as defined by the Director, Environment, DoIR the licensee preparing a detailed program for each phase of proposed exploration for approval of the Director, Environment, DoIR. The program to include:
Maps and/or aerial photographs showing all proposed routes, construction and upgrading of tracks, camps, drill sites and any other disturbances;
The purpose, specifications and life of all proposed disturbances;
Proposals which may disturb any declared rare or geographically restricted flora and fauna; and
Techniques, prescriptions and timetable for the rehabilitation of all proposed disturbances.
The Licensee will, at his expense, rehabilitating all areas cleared, explored or otherwise disturbed during the term of the license to the satisfaction of the Director, Environment, DoIR. Such rehabilitation is appropriate and may include:
Stock piling and return of topsoil;
Backfilling all holes, trenches and costeans;
Ripping;
Contouring to the original land form;
Revegetation with seed; and
Capping and backfilling of all drill holes
Prior to the cessation of exploration/prospecting activity the licensee notifying the Environmental Officer, DoIR and arranging an inspection as required.
All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.

In respect to the area designated as CPL56 in TENGRAPH the following conditions (21-23) apply:

Prior to any ground-disturbing activity, as defined by the Director, Environment, DMP the licensee preparing a detailed program for each phase of proposed exploration for approval of the Director, Environment, DMP. The program to include:
Maps and/or aerial photographs showing all proposed routes, construction and upgrading of tracks, camps, drill sites and any other disturbances;
The purpose, specifications and life of all proposed disturbances;
Proposals which may disturb any declared rare or geographically restricted flora and fauna; and

Techniques, prescriptions and timetable for the rehabilitation of all proposed disturbances.
The Licensee will, at his expense, rehabilitating all areas cleared, explored or otherwise disturbed during the term of the license to the satisfaction of the Director, Environment, DMP. Such rehabilitation is appropriate and may include:
Stock piling and return of topsoil;
Backfilling all holes, trenches and costeans;
Ripping;
Contouring to the original land form;
Revegetation with seed; and
Capping and backfilling of all drill holes
Prior to the cessation of exploration/prospecting activity the licensee notifying the Environmental Officer, DMP and arranging an inspection as required.

PART II

MATERIAL CONTRACT SUMMARIES

(A) Legendre Agreement

The Company entered into an agreement with Bruce Robert Legendre and Legend Resources Pty Ltd (Legendre Vendors) to acquire a 90% interest in each of E59/1276-I, ELA59/1622 and P59/1893 (together the Legendre Tenements) dated 19 March 2010 and varied by letter agreement dated 28 July 2010 (together the Legendre Agreement).

Conditions Precedent: Settlement of the sale and purchase of the Legendre Tenements is subject to and conditional upon the satisfaction of a number of conditions precedent including the receipt by the Company of all necessary government, regulatory and shareholder approvals required to complete the transaction contemplated by the Legendre Agreement as well as the Company completing an initial public offering of shares on ASX Limited (ASX) to raise a minimum of $2,500,000 and receiving conditional approval for admission to the official list of ASX by 31 October 2010.

Consideration: The consideration payable by the Company to the Legendre Vendors under the Legendre Agreement is:

(a) a non-refundable sum of $7,500 upon execution;

(b) a non-refundable sum of $40,000 upon settlement; and

(c) the issue of a total of 1,000,000 fully paid ordinary shares in the Company and a total of 1,000,000 options to acquire fully paid ordinary shares in the Company exercisable at 20 cents each on or before 2013 upon settlement.

Joint Venture: On and from settlement, the Company and the Legendre Vendors agree to associate in an unincorporated joint venture for the purposes of exploring, developing and mining the Legendre Tenements with initial participating interests of 90% and 10% respectively. The Company will fund all expenditure in respect of the Legendre Tenements such that the Legendre Vendors will be free carried until a decision to commence mining operation is made by the Company.

At any time from settlement, the Company may, within 3 months of the commission of a feasibility study, decide whether to commence mining operations in respect of all or part of the Legendre Tenements. The Legendre Vendors must be given 14 days notice of the decision and may elect within 3 months of such a decision to either participate in the mining operations and contribute to further expenditure in proportion to its participating interest, sell its participating interest or convert its participating interest into a royalty (in which case the Company will acquire its participating interest).

Royalty: $1.00 per tonne of ore mined containing greater than 50% Fe, plus $0.50 per tonne of ore mined containing 50% or less Fe, plus 1.5% net smelter return of ore mined for materials other than iron ore.

Warranties: The Company and the Legendre Vendors have provided each other with standard warranties (effective as at the execution date and the settlement date).

CRC Agreement

The Company entered into an agreement with Corporate & Resource Consultants Pty Ltd, Bruce Robert Legendre and TE Johnston & Associates Pty Ltd (CRC Vendors) to acquire a 90% interest in each of E59/1362-I, E59/1380-I, ELA59/1476, ELA59/1487 and ELA59/1620 (together the CRC Tenements) dated 9 April 2010 and varied by letter agreement dated 28 July 2010 (together the CRC Agreement).

Conditions Precedent: Settlement of the sale and purchase of the CRC Tenements is subject to and conditional upon the satisfaction of a number of conditions precedent including the receipt by the Company of all necessary government, regulatory and shareholder approvals required to complete the transaction contemplated by the CRC Agreement as well as the Company completing an initial public offering of shares on ASX Limited (ASX) to raise a minimum of $2,500,000 and receiving conditional approval for admission to the official list of ASX by 31 October 2010.

Consideration: The consideration payable by the Company to the CRC Vendors under the CRC Agreement is:

(d) a non-refundable sum of $10,000 upon execution;

(e) a non-refundable sum of $70,000 upon settlement; and

(f) the issue of a total of 2,500,000 fully paid ordinary shares in the Company and a total of 1,500,000 options to acquire fully paid ordinary shares in the Company exercisable at 20 cents each on or before 2013 upon settlement.

Joint Venture: On and from settlement, the Company and the CRC Vendors agree to associate in an unincorporated joint venture for the purposes of exploring, developing and mining the CRC Tenements with initial participating interests of 90% and 10% respectively. The Company will fund all expenditure in respect of the CRC Tenements such that the CRC Vendors will be free carried until a decision to commence mining operation is made by the Company.

At any time from settlement, the Company may, within 3 months of the commission of a feasibility study, decide whether to commence mining operations in respect of all or part of the CRC Tenements. The CRC Vendors must be given 14 days notice of the decision and may elect within 3 months of such a decision to either participate in the mining operations and contribute to further expenditure in proportion to its participating interest, sell its participating interest or convert its participating interest into a royalty (in which case the Company will acquire its participating interest).

Warranties: The Company and the CRC Vendors have provided each other with standard warranties (effective as at the execution date and the settlement date).

PART III

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	REGISTERED	IN MEDIATION	STATUS
WC96/93	WAD6119/98	Mullewa Wadjari Community	Registered	Yes	Active
WC96/98	WAD6123/98	Badimia People	Registered	No	Active
WC97/72	WAD6193/98	Widi Mob	Not Registered	Yes	Active
WC04/10	WAD6033/98	Wajarri Yamatji	Registered	N/A	Active

INDIGENOUS LAND USE AGREEMENTS (ILUAs)

None

HERITAGE AGREEMENTS

REFERENCE	NATIVE TITLE GROUP
HA-1	Wajarri Yamatji
HA-2	Badimia People
HA-3	Badimia People

12. ADDITIONAL INFORMATION

12.1 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

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

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

(b) Voting Rights

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

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

(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder's name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

The Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. Subject to the rights of any preference Shareholders and to the rights of the holders of any shares credited or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares in accordance with Part 2H.5 of Chapter 2H of the Corporations Act.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-Up

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

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributors as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(f) Future Increase in Capital

The allotment and issue of any new shares in the Company is under the control of the Directors. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue shares as they shall, in their absolute discretion, determine.

(g) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

12.2 Options

As at the date of this Prospectus, the Company has 5,000,000 Options on issue. Each Option is exercisable at 20 cents on or before 30 June 2013.

A further 2,500,000 Options are to be issued pursuant to the Tenement Agreements on the same terms and conditions as existing Options.

12.3 Material Contracts

(a) Tenements Agreements

Refer to the summary set out in Part II of the Tenement Report set out in Section 11 of this Prospectus.

(b) Executive Services Agreement

The Company entered into a services agreement with Mr David Parker (Services Agreement) effective 1 July 2010. Under the Services Agreement, Mr Parker is engaged by the Company to provide services to the Company in the capacity of Executive Chairman.

Mr Parker is paid an annual remuneration of $100,000 plus statutory superannuation. Mr Parker will also be reimbursed for reasonable expenses incurred in carrying out his duties. All director fees will be accrued until such time as the Company has obtained ASX listing.

The Services Agreement continues for a period of 2 years, with an option to extend for a further 1 year term, unless terminated in accordance with the relevant provisions of the Service Agreement. The Services Agreement contains standard termination provisions under which the Company must give 6 months notice of termination, or alternatively, payment in lieu of service. In addition, Mr Parker is entitled to all unpaid remuneration and entitlements up to the date of termination.

(c) Deeds of Indemnity, Insurance and Access

The Company has entered into, or will enter into, a Deed of Indemnity, Insurance and Access with each of its Directors.

Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

12.4 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or

(b) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

Remuneration

The Constitution provides that the remuneration of Directors will be not more than the aggregate fixed sum initially set by the Constitution and subsequently varied by ordinary resolution of Shareholders in general meeting. The current aggregate fixed sum permitted as remuneration of Directors has been set at an amount not to exceed $250,000 per annum.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Company paid no remuneration to its Board for the period from 4 March 2010 (the date of registration) until 30 June 2010. The proposed remuneration (exclusive of superannuation) of each of the Directors for the financial year ending 30 June 2011 is set out in the table below.

Director	Remuneration Current Financial Year^{1}
David Parker	$100,000
John Royle	$30,000
Graham Marshall	$30,000

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¹ No remuneration has been paid to date for the current financial year. This remuneration will accrue until ASX grants the Company conditional approval to be admitted to the Official List.

Security holdings

Directors are not required under the Constitution to hold any Shares, however, Directors' relevant interests in securities of the Company at the date of this Prospectus are set out in the table below.

Director	Shares	Options¹
David Parker	2,500,000	3,000,000
John Royle	420,000	1,000,000
Graham Marshall	870,000	1,000,000

¹ All Options are exercisable at 20 cents each on or before 30 June 2013.

Other interests

David Parker is also a director of, and the holder of a 40% interest in, Cicero Corporate Services Pty Ltd (Cicero). Effective on and from 1 July 2010, Cicero will receive a monthly fee of $5,000 (excluding GST) from the Company in respect of rent and administration services it provides to the Company. Cicero may be requested to make available additional services at an hourly rate of $75 (excluding GST). This agreement may be terminated by 90 days notice by either party.

12.5 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or
(b) the Offer.

Malcolm Castle has acted as Independent Geologist and has prepared the Independent Geologist's Report which is included in Section 9 of this Prospectus. The Company estimates it will pay Malcolm Castle a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Malcolm Castle has not received any fees from the Company.

HLB Mann Judd has acted as Investigating Accountant and has prepared the Investigating Accountant's Report which is included in Section 10 of this Prospectus. The Company estimates it will pay HLB Mann Judd a total of $5,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, HLB Mann Judd has not received any fees from the Company. However, the Company estimates it will pay HLB Mann Judd a total of $7,500 (excluding GST) for services in relation to the audit of the Company's financial report for the year ended 30 June 2010.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and has prepared the Tenement Report which is included in Section 11 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $30,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received fees from the Company in the amount of $15,644 (excluding GST and disbursements).

12.6 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Malcolm Castle has given his written consent to being named as Independent Geologist in this Prospectus and to the inclusion of the Independent Geologist's Report in Section 9 of this Prospectus in the form and context in which the report is included. Malcolm Castle has not withdrawn his consent prior to lodgement of this Prospectus with the ASIC.

HLB Mann Judd has given its written consent to being named as auditor to the Company and Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant's Report in Section 10 of this Prospectus in the form and context in which the information and report is included. HLB Mann Judd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Tenement Report in Section 11 of this Prospectus in the form and context in which the report is

100

included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

12.7 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $220,000 for minimum subscription or $300,000 for full subscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Minimum Subscription ($)	Full Subscription ($)
ASIC fees	2,068	2,068
ASX fees	29,541	33,549
Broker Commissions	125,000	200,000
Legal Fees	30,000	30,000
Independent Geologist’s Fees	10,000	10,000
Investigating Accountant’s Fees	5,000	5,000
Printing and Distribution	15,000	15,000
Miscellaneous	3,391	4,383
TOTAL	220,000	300,000

12.8 Litigation

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

12.9 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

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

12.10 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain

such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

102

103

13. DIRECTORS' AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

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

David Parker
Executive Chairman
For and on behalf of
WEST PEAK IRON LIMITED

104

14. GLOSSARY

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

$ means an Australian dollar.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

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

Closing Date means the closing date of the Offer as set out in Section 4.2 of this Prospectus (subject to the Closing Date being extended or the Offer being closed early).

Company means West Peak Iron Limited (ACN 142 411 390).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CRC Agreement means the tenement sale and purchase agreement entered into between the Company and Corporate & Resource Consultants Pty Ltd (ACN 073 232 318), Bruce Robert Legendre and T.E. Johnston & Associates Pty. Ltd. (ACN 009 234 520) as summarised in Part II of the Tenement Report set out in Section 11 of this Prospectus.

Dandaraga Prospect means the land the subject of the tenement application as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

Directors means the directors of the Company at the date of this Prospectus.

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

Kirkalocka Project means the group of tenements located in the Mid West region of Western Australia as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

Legendre Agreement means the tenement sale and purchase agreement entered into between the Company and Bruce Robert Legendre and Legend Resources Pty Ltd (ACN 119 100 784) as summarised in Part II of the Tenement Report set out in Section 11 of this Prospectus.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 5 of this Prospectus.

Official List means the official list of ASX.

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

Option means an option to acquire a Share.

Pinyalling Project means the group of tenements located in the Mid West region of Western Australia as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

Pinyalling South Prospect means the group of tenement applications forming part of the Pinyalling Project in the Mid West region of Western Australia as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

Projects means the Santy Well Project, Pinyalling Project and Kirkalocka Project.

Prospectus means this prospectus.

Santy Well Project means the group of tenements located in the Mid West region of Western Australia as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Tenement Agreements means the CRC Agreement and the Legendre Agreement as summarised in Part II of the Tenement Report set out in Section 11 of this Prospectus.

Thundellara Prospect means the group of tenements forming part of the Pinyalling Project in the Mid West region of Western Australia as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

Vendors means the vendors under the Tenement Agreements.

Warrigidar Prospect means the group of tenements forming part of the Pinyalling Project in the Mid West region of Western Australia as further described in the Independent Geologist's Report set out in Section 9 of this Prospectus and Part I of the Tenement Report set out in Section 11 of this Prospectus.

WST means Western Standard Time as observed in Perth, Western Australia.

105

APPLICATION FORM

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

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd

All Correspondence to:

PO BOX 535, APPLECROSS WA 6953

770 Canning Highway, APPLECROSS WA 6153

T: +61 8 9315 2333 F: +61 8 9315 2233

E: [email protected]

W: www.securitytransfer.com.au

WEST PEAK IRON LIMITED

ACN 142 411 390

BROKER STAMP

Broker Code
Advisor Code

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

Before completing this Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print using BLOCK LETTERS.

I/We apply for:

☐ ☐ ☐ ☐ ☐ ☐ ☐ Shares at AUD $0.20 per share

or such lesser number of Shares which may be allocated to me/us by their Directors.

I/We lodge full application of monies of:

☐ ☐ ☐ ☐ ☐ ☐ ☐

Full Name of Applicant / Company

Title (e.g.: Dr, Mrs) ☐ ☐ ☐ ☐ ☐ ☐ ☐

Joint Applicant #2

Title (e.g.: Dr, Mrs) ☐ ☐ ☐ ☐ ☐ ☐ ☐

Joint Applicant #3

Title (e.g.: Dr, Mrs) ☐ ☐ ☐ ☐ ☐ ☐ ☐

Account Designation (e.g.: THE SMITH SUPER FUND A/C)

< ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ >

Postal Address

Unit ☐

Street Number

Street Name or PO BOX

				/

Suburb/Town/City

State

Postcode

Country Name (if not Australia)

☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐

CHESS HIN (where applicable)

☑ ☐ ☐ ☐ ☐ ☐ ☐ ☐ If an incorrect CHESS HIN has been provided (e.g.: incorrect number, registration details do not match those registered) any securities issued will be held on the Issuer Sponsored subregister.

Contact Name

☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐

Contact Number

☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐

Email Address

☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐

Tax File Number / Australian Business Number

☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐

Tax File Number of Security Holder #2 (Joint Holdings Only)

☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐

Declaration and Statements:

(1) I/We declare that all details and statements made by me/us are complete and accurate.

(2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company.

(3) I/We authorise the Company to complete and execute and documentation necessary to effect the issue of Securities to me/us.

(4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Securities.

(5) I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Securities in the Company and that no notice of acceptance of the application will be provided.

REGISTRY DATE STAMP

E & O.E.

7130137462

WPI

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 6 AUGUST 2010 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

This Application Form relates to the Offer of Fully Paid Shares in West Peak Iron Limited pursuant to the Prospectus dated 6 August 2010.

APPLICATION FORMS

Please complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may 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 on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

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.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.

PAYMENT

All cheques should be made payable to West Peak Iron Limited - Share Offer Account drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Do not forward cash as receipts will not be issued.

LODGING OF APPLICATIONS

Completed Application Forms and cheques must be:

Posted to:
West Peak Iron Limited
C/- Security Transfer Registrars Pty Ltd
PO Box 535
APPLECROSS WA 6953

Delivered to:
West Peak Iron Limited
C/- Security Transfer Registrars Pty Ltd
770 Canning Highway
APPLECROSS WA 6153

Applications must be received by no later than 5.00pm WST on the Closing Date 21 September 2010 which may be changed immediately after the Opening Date at any time and at the discretion of the Company.

CHESS HIN/BROKER SPONSORED APPLICANTS

The Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise, leave this box 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 the tax laws and the Privacy Act strictly regulate its use and disclosure. Please note that it is not against the law not to provide your TFN or claim an exemption, however, if you do not provide your TFN 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 securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to West Peak Iron Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTOR	CORRECT	INCORRECT
Individual
Use given names in full, not initials.	Mr John Alfred Smith	J A Smith
Company
Use the company's full title, not abbreviations.	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings
Use full and complete names.	Mr Peter Robert Williams & Ms Louise Susan Williams	Peter Robert & Louise S Williams
Trusts
Use trustee(s) personal name(s), Do not use the name of the trust.	Mrs Susan Jane Smith
	Sue Smith Family Trust
Deceased Estates
Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith
	Estate of Late John Smith or John Smith Deceased
Minor (a person under the age of 18)
Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith
	Master Peter Smith
Partnerships
Use the partners' personal names. Do not use the name of the partnership.	Mr John Robert Smith & Mr Michael John Smith
	John Smith and Son
Superannuation Funds
Use the name of the trustee(s) of the super fund.	Jane Smith Pty Ltd
	Jane Smith Pty Ltd Superannuation Fund

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

6782137464

AI assistant

EMETALS LIMITED — Capital/Financing Update 2010

64850_rns_2010-08-12_bd6de70e-5f09-4ded-b28b-40989ac92885.pdf

PROSPECTUS

IMPORTANT INFORMATION

RISK FACTORS

EXPOSURE PERIOD

WEB SITE – ELECTRONIC PROSPECTUS

CONTENTS

1. CORPORATE DIRECTORY

Directors

Company Secretary

Registered Office

Proposed ASX Code

Share Registry*

Solicitors

Independent Geologist

Investigating Accountant

Auditor*

3.3 Contractual

3.4 Investment speculative

4. INVESTMENT OVERVIEW

4.1 Important notice

4.2 Indicative timetable*

4.3 Objectives

4.4 Purpose of the Offer and use of proceeds

4.5 Capital structure

Shares²

Options³

4.6 Restricted securities

5. DETAILS OF THE OFFER

5.1 The Offer

5.2 Minimum subscription

5.3 Applications

5.4 ASX listing

5.5 Allotment

5.6 Applicants outside Australia

5.7 Oversubscriptions

5.8 Not underwritten

5.9 Commissions payable

5.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

5.11 Privacy statement

5.12 Queries

6. COMPANY OVERVIEW

6.1 Background

6.2 Details of the Projects

Santy Well Project

Pinyalling Project

Kirkalocka Project

6.3 Project generation

6.4 Competent persons statement

7.3 General risks

(a) Economic

(b) Market conditions

(c) Dividends

(d) Taxation

8.2 Management and Consultants

8.3 Corporate Governance

Board of directors

Composition of the Board

Independent professional advice

Remuneration arrangements

External audit

Audit committee

Identification and management of risk

Ethical standards

DECLARATIONS

Relevant codes and guidelines

Sources of Information

Qualifications and Experience

Independence

MID-WEST IRON ORE PROVINCE

Geraldton Iron Ore Alliance

Oakajee Port and Rail (OPR)

Narrow Gauge (NG) Railway

GEOLOGY

PREVIOUS EXPLORATION

North Broken Hill Ltd (NBH) and Preussag Australia Pty Ltd (PAPL or Preussag) (1981 to 1984)

Roebuck Resources NL (Roebuck) and CRA Ltd (CRA) (1986 to 1996)

Recent Work Completed

EMETALS LIMITED Capital/Financing Update 2010