EMMERSON RESOURCES LIMITED — Capital/Financing Update 2007

Nov 15, 2007

emmerson resources limited

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ABN 53 117 086 745

PROSPECTUS

For the offer of 75,000,000 Shares at an issue price of 20 cents each to raise $15,000,000. Oversubscriptions of up to a further 25,000,000 Shares at an issue price of 20 cents each to raise up to a further $5,000,000 may be accepted.

Broker to the Offer Macquarie Private Wealth AFSL: 237504

Corporate Adviser and Lead Manager Bell Potter Securities Limited AFSL: 243480

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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 speculative.

Important Notice

This Prospectus is dated 7 November 2007 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 the Prospectus relates.

The expiry date of this Prospectus is at 5.00pm Western Daylight Saving Time (WDST) on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No securities may be issued on the basis of this Prospectus after the Expiry Date.

Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares the subject of 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. Failure to comply with these restrictions may violate securities laws. 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.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares offered pursuant to this Prospectus should be considered speculative.

Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.emmersonresources.com.au or from the Bell Potter Securities Limited website at www.bellpotter.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 the 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.

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 the 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.

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Contents

Investment	Highlights	2
Investment	Risks	2
Chairman’s	Letter	3
Section 1	Investment Overview	4
Section 2	Details Of The Offer	7
Section 3	Company And Project Overview	12
Section 4	Directors And Corporate Governance	29
Section 5	Independent Geologist’s Report	33
Section 6	Financial Information	85
Section 7	Independent Accountant’s Report	109
Section 8	Solicitor’s Report On Tenements	115
Section 9	Risk Factors	117
Section 10	Material Contracts	121
Section 11	Additional Information	127
Section 12	Directors’ Authorisation	134
Section 13	Glossary	136
Section 14	Application Form	138

Corporate Directory

Directors

Mr Andrew McIlwain (Non-Executive Chairman) Mr Rob Bills (Managing Director) Mr Tim Kestell (Non-Executive Director) Mr Simon Andrew (Non-Executive Director) Mr Tim Hronsky (Non-Executive Director)

Company Secretary

Mr Shane Volk

Registered Office

Emmerson Resources Limited ABN 53 117 086 745 Level 1, 65 Hay Street SUBIACO WA 6008 Telephone: (08) 9489 7082 Facsimile: (08) 9489 7070

Share Registry*

Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace PERTH WA 6000 Telephone: (08) 9323 2000 Facsimile: (08) 9323 2003

Corporate Adviser and Lead Manager

Bell Potter Securities Limited Level 37, Exchange Plaza 2 The Esplanade PERTH WA 6000

Solicitors to the Company

Steinepreis Paganin Lawyers and Consultants Level 4, Next Building 16 Milligan Street PERTH WA 6000

Auditors and Independent Accountant

Ernst & Young 11 Mounts Bay Road PERTH WA 6000

Independent Geologist

Corvidae Pty Ltd as trustee for Ravensgate Unit Trust t/as Ravensgate 49 Ord Street WEST PERTH WA 6005

Website

www.emmersonresources.com.au

• This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

Prospectus 1

Investment Highlights

• Gold company with excellent growth potential from a unique portfolio of assets located in the highly endowed Tennant Creek Mineral Field in the Northern Territory of Australia.

• A dominant land position covering a total area of approximately 2,700km[2] in the Tennant Creek Mineral Field, one of the highest grade gold provinces in Australia.

• The exploration portfolio – comprising exploration licences, mineral leases and mineral claims (either granted or under application) – represents approximately 80% of the granted mineral titles within the Tennant Creek Mineral Field.

• Aboriginal land use agreements in place covering all granted and most applied tenure.

• Portfolio includes 100% ownership of the only gold plant within 500km of the area (with an estimated replacement value of more than A$20 million) and the potential to capture additional value from third party ore feed.

• Potential for the early flow of exploration results and significant value uplift across the full exploration cycle, with a strategy encompassing both Brownfields (extensions to existing mineralisation) and Greenfields (new discoveries through the application of new exploration concepts and technology) exploration.

• Experienced team with significant depth of expertise in exploration for Au-Cu-U (IOCG – Olympic Dam & Prominent Hill) styles of mineralisation.

• Portfolio includes an extensive exploration database including over 50 years of exploration data from previous explorers.

• An acquired gold and gold-copper mineral inventory that requires further work to establish JORC compliance.

• Low exploration maturity (only 7% of all drill holes have penetrated below a depth 150m) providing significant opportunity for new discoveries.

• Potential to unlock the next generation of discoveries in the region through the application of new exploration concepts and search technologies.

Investment Risks

Prospective investors should read this Prospectus in its entirety and, in particular, before deciding on whether to apply for Shares under this Prospectus, consider the risk factors set out in Section 9 which include:

• No guarantee of exploration success.

• Resources estimates are imprecise and may prove to be inaccurate.

• Commodity price volatility and exchange rate risks.

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2 Emmerson Resources Limited

emmerson resources

Chairman’s Letter

Dear Investor

On behalf of my fellow Directors, I am pleased to present this opportunity to you to become a shareholder in Emmerson Resources Limited (Emmerson or the Company).

Emmerson was incorporated in November 2005 with the specific objective of acquiring quality exploration assets in the gold sector. In July 2006, Emmerson completed the purchase of the assets of Centralian Minerals Limited (formerly Giants Reef Mining Limited). As a result of this transaction, Emmerson acquired:

• (a) a dominant land position covering approximately 2,700km[2] of exploration licences, mineral leases and mineral claims (either granted or under application) in the Tennant Creek Mineral Field in the Northern Territory;

• (b) the Warrego Carbon-in-Pulp (CIP) gold plant, the only processing facility in the field; and

• (c) a substantial geological database covering over 50 years of exploration history and an extensive array of infrastructure and equipment.

Importantly, access agreements with the Central Land Council were transferred with the acquisition and relationships maintained, providing Emmerson with a defined process for commencing ground-based exploration activities almost immediately.

In the current highly competitive environment in the mining industry, Emmerson has been able to establish a management team with extensive exploration and operational experience and a significant depth of corporate and financial skills within the resources sector. This is testament to the quality and potential of the Company’s tenement portfolio and will provide strong leadership to enable the Company to deliver significant shareholder value.

Emmerson’s sole focus will be achieving exploration success in the highly endowed Tennant Creek Mineral Field. Known for its historical production of gold and copper – over 5.5 million ounces of gold and 470,000 tonnes of copper since its discovery in the 1930s – the Tennant Creek region has seen little exploration over the past decade.

The Board is of the opinion that the declining discovery rate in the Tennant Creek Mineral Field does not reflect metal depletion, but rather a lack of new exploration concepts and the application of modern exploration techniques. The technological advances in data interpretation over the past decade provide a unique opportunity for Emmerson to leverage off the extensive geological database to deliver a new generation of exploration discoveries.

Emmerson is planning an aggressive yet systematic exploration campaign within its Tennant Creek tenements over the next few years following a comprehensive review of the existing data. Key personnel from previous exploration programs have been retained and this will facilitate early identification of opportunities. Some of this will include planned follow up of “orphan” drill holes from previous programs – that is, drill holes outside of known resources that have not been adequately followed up.

The Tennant Creek region has previously delivered spectacular discoveries predominantly through the application of magnetics and the prospectivity of the region for high-grade gold, copper and uranium discoveries is considered to be high. Thus Emmerson’s main objective is the discovery of significant new iron oxide gold copper (IOGC) mineralisation similar to that discovered at Olympic Dam and Prominent Hill in South Australia through the application of gravity geophysics and sophisticated processing technologies.

Following the completion of the Offer, the Company is aiming to commence a focused exploration program within its pre-eminent land position in one of Australia’s major mineral fields.

I am confident that we have the asset base and the team in place to deliver success and lay the foundations for our future growth as a significant Australian gold production company.

On behalf of the Board of Directors, I thank you for your interest and look forward to welcoming you as a shareholder in the Company.

Yours sincerely

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Andrew McIlwain CHAIRMAN

7 November 2007

Emmerson Resources Limited ABN 53 117 086 745 | www.emmersonresources.com.au Level 1, 65 Hay Street, SUBIACO WA 6008 | Telephone: (08) 9489 7082 | Facsimile: (08) 9489 7070

Prospectus 3

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Section 1 investment overview

4 Emmerson Resources Limited

1.1 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.

1.2 Objectives

The strategic objective of the Company is the exploration, evaluation and development of economic mineral deposits, with the primary focus being on gold and copper/gold deposits in the Tennant Creek

1.3 Indicative Timetable

Lodgement of Prospectus with the ASIC	7 November 2007
Opening Date	15 November 2007
Closing Date	5.00pm (WDST) 30 November 2007
Despatch of Holding Statements	10 December 2007
Expected date for listing on ASX	17 December 2007

1.4 Purpose of the Offer and Use of Proceeds

The funds raised under the Offer are intended to be applied over an initial 2 year period as follows:

	Minimum	Oversubscription
	Subscription ($)	($)
Tennant Creek Exploration and Project Development	10,000,000	12,800,000
Tenement Administration and Holding	1,000,000	1,000,000
Total Exploration	11,000,000	13,800,000
Expenses of Offer	1,140,000	1,460,000
Corporate and Administration	2,800,000	2,800,000
General Working Capital	60,000	1,940,000
Total	15,000,000	20,000,000

The minimum subscription for the Offer is $15,000,000. Should the minimum subscription be raised, the ability of the Company to meet all of the expenditure conditions of the Tenements and other expenditure requirements in general will not be affected. If the Company raises an amount between the minimum and full subscription, the difference will be applied to additional exploration and general working capital.

The proposed use of funds is indicative only and represents the intended use of the funds raised by the Company as at the date of this Prospectus. Exploration budgets may change as the conducted programs provide encouragement or disappointment and new opportunities may be identified elsewhere. Further details of proposed exploration programs are set out in the Independent Geologist’s Report in Section 5 of this Prospectus.

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

Prospectus 5

1.5 Capital Structure

The capital structure of the Company following completion of the Offer is summarised below[1] :

	Number	Number	Number
	(Minimum Subscription)	(Over Subscription)
Shares
Shares on issue at date of Prospectus	103,485,213	103,485,213
Shares now offered	75,000,000	100,000,000
Total	178,485,213	203,485,213
Options2
Options on issue at date of Prospectus	21,500,000	21,500,000
Total	21,500,000	21,500,000
Notes:
1. Refer to the Financial Information Section for further information.
2. Refer to Section 11.1.2 of this Prospectus for the terms and conditions of the Options.
Restricted securities

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

6 Emmerson Resources Limited

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Section 2 details of the offer

Prospectus 7

2.1 The Offer

By this Prospectus, the Company offers for subscription 75,000,000 Shares at 20 cents each to raise $15,000,000.

The Shares offered under this Prospectus will be fully paid and rank equally with the existing Shares on issue.

2.2 Minimum Subscription

The minimum subscription to be raised pursuant to this Prospectus is $15,000,000.

If the minimum subscription has not been raised within four (4) months after the date of this Prospectus, all applications will be dealt with in accordance with the Corporations Act.

2.3 Oversubscriptions

The Company reserves the right to accept oversubscriptions of up to $5,000,000 through the issue of a further 25,000,000 Shares at an issue price of 20 cents each. The maximum amount to be raised under this Prospectus is therefore $20,000,000.

2.4 Structure of the Offer

The Offer comprises:

• (a) the Broker Firm Offer which is only open to Australian resident Retail Investors who have received a firm allocation from their Broker (Broker Firm Offer);

• (b) the General Public Offer which is open to Australian resident Retail Investors (General Public Offer); and

• (c) the Institutional Offer, which consists of an invitation to bid for Shares made to institutional investors in Australia (Institutional Offer).

All Shares issued under the Offer will be issued at $0.20 each and on the same terms.

The Company reserves the right to close the Offer early.

2.5 Broker Firm Offer

An application made in respect of the Broker Firm Offer is an offer by the applicant to subscribe for Shares and, to the extent permitted by law, is irrevocable.

Where an applicant has been offered a firm allocation by a broker, they will be treated as a broker firm applicant in respect of that allocation.

Broker Firm Offer applicants must complete the Application Form accompanying this Prospectus. The Application Form contains detailed instructions on how it is to be completed. If you are a broker firm applicant, you should contact your broker for information about how to submit your Application Form and for payment instructions. Your broker will be your agent and, in submitting your application money, you must make the cheque, bank draft or money order payable to the broker that has given you the firm allocation in accordance with your Broker’s instructions.

It is your broker’s responsibility to ensure that your Application Form and application money are submitted before the close of the Offer. The Company takes no responsibility for any acts or omissions by your broker in connection with your application.

8 Emmerson Resources Limited

2.6 General Public Offer

An application made in respect of the General Public Offer is an offer by the applicant to subscribe for Shares and, to the extent permitted by law, is irrevocable. The Company reserves the right to issue no Shares to applicants under the General Public Offer.

General Public Offer applicants must complete the Application Form accompanying this Prospectus. The Application Form contains detailed instructions on how it is to be completed. Payment for the Shares must be made in full at the issue price of 20 cents per Share. Applications for Shares must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 2,500 Shares. Completed Application Forms and accompanying cheques should be returned as soon as practicable after the Offer opens:

By mail to:	By hand to:
Emmerson Resources Ltd – Share Offer	Emmerson Resources Ltd – Share Offer
Computershare Investor Services	Computershare Investor Services
GPO Box D182	Level 2, 45 St Georges Terrace
Perth Western Australia 6840	Perth Western Australia 6000

Cheques should be made payable to “Emmerson Resources Limited – Share Offer Account” and crossed “Not Negotiable”. Completed application forms must reach the above address by no later than the Closing Date.

2.7 Institutional Offer

The Institutional Offer consists of an invitation to certain institutional investors in Australia to apply for Shares under this Prospectus.

Application procedures for institutional investors have been advised by the Lead Manager.

2.8 Allocation Policy

The Company in consultation with the Lead Manager has absolute discretion regarding the allocation of Shares to applicants. In determining which applicants to allocate Shares to under this Prospectus, they will have regard to a number of factors, including, but not limited to, the number of Shares applied for, the overall level of demand under the Offer, the desire for an informed market, and the desire for an active and orderly secondary market.

The Company and Lead Manager will give priority to Broker Firm Offer and Institutional Offer applicants.

2.9 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. Prior to allotment, all application monies shall be held by the Company in trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant within seven (7) days of the allotment date.

Prospectus 9

2.10 ASX Listing

The Company will apply to ASX within seven (7) days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares offered under this Prospectus. If ASX does not grant permission for Official Quotation of the Shares within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In that circumstance, all applications will be dealt with in accordance with the Corporations Act.

2.11 Applicants outside Australia

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 such 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 these Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

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.

2.12 Underwriter

The Offer is not underwritten.

2.13 Lead Manager

The Company has engaged Bell Potter Securities Limited as Corporate Adviser and Lead Manager to the Offer. Please refer to Section 10.4 of this Prospectus for further information.

2.14 CHESS

The Company will apply to participate in the Clearing House Electronic Sub-register System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Share and Option holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

10 Emmerson Resources Limited

2.15 Risk Factors

Prospective investors in the Company should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. These risks are set out in Section 9 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company.

The risk factors set out in Section 9 and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered speculative.

2.16 Privacy Statement

If you complete an application for Shares, 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.

Prospectus 11

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Section 3 company and project overview

12 Emmerson Resources Limited

3.1 Background

Emmerson Resources Limited (Emmerson or the Company – see Figure 1) was incorporated in November 2005 with the objective of acquiring quality exploration assets in the Australian gold sector. In July 2006, Emmerson acquired the assets of Centralian Minerals Limited located in the Tennant Creek Mineral Field (“TCMF”) in the Northern Territory.

The Company’s extensive ground position and quality asset base in this prolific mineral province offers a range of attractive options to extract maximum value for Shareholders. Emmerson’s assets include:

• the only CIP (Carbon-in-Pulp) gold plant in the TCMF province (with an estimated replacement value of more than A$20 million);

• the dominant land position within the TCMF comprising a total area of 2,700km[2] of exploration licences, mineral leases and mineral claims (either granted or under application), which represents approximately 80% of the granted mineral titles within the TCMF;

• Aboriginal land use agreements covering all granted and most applied tenure; and

• an extensive database covering over 50 years of exploration history from previous explorers, including comprehensive geophysical surveys.

In addition, the Company has an established operations base in Tennant Creek, giving it the ability to implement its exploration strategy in an effective and timely manner.

The Board is of the view that the declining rate of new exploration discoveries within the TCMF is not a consequence of metal depletion (as shown in Figure 2) but rather reflects a lack of new exploration concepts and the application of appropriate and modern prediction and detection exploration tools.

The selection of magnetic geophysics as an exploration tool in the TCMF by Peko and Normandy in the 1960’s and 70’s was based on the correlation between the magnetic ironstone (predominantly composed of magnetite) and known copper-gold mineralisation.

Application of this technology in the early stages was highly successful but, over time, the search space became progressively exhausted as the most obvious larger deposits were discovered (those with the largest footprint).

In the 1990s, Normandy was able to reactivate the search space by exploiting a more detailed aeromagnetic survey (the AGSO survey) which resulted in the discovery of significant mineralisation mainly associated with extensions to the known deposits. The early exploration by Emmerson’s immediate predecessor in the field, Giants Reef Mining Limited (renamed Centralian Minerals Limited) (“Giants Reef”), exploited the concept that not all gold-copper mineralisation was associated with magnetic ironstones. Giants Reef’s limited application of detailed ground gravity surveys in the quest for non-magnetic ironstones did yield some notable discoveries (such as Billy Boy, Malbec, Marathon, Troy and Thrace). However, Giants Reef did not have the opportunity to apply these surveys or other sophisticated processing technologies in any systematic manner across the entire tenement package.

Emmerson’s strategy therefore is to refresh or reinvigorate the exploration search space within the TCMF by applying new exploration concepts and detection and processing technologies. The Company will apply systematic gravity geophysics, somewhat analogous to the techniques that have been successfully applied in similar Iron Oxide Copper Gold (IOCG) provinces around the world (such as on the Stuart Shelf in the discovery of Olympic Dam and Prominent Hill).

Clearly, this approach would not be successful if the search space had already been fully tested. However, examination of the Company’s extensive drilling database for the TCMF demonstrates this is not the case, with only 7% of the total drill holes completed to date having penetrated below a depth of 151 metres (Figure 3).

Importantly, the ability to effectively explore at or below this depth has also improved over time with the advancement of exploration search and testing technologies. Emmerson propose to utilise the latest 3D forward modelling and inversion processing of the geophysical data, coupled with down-hole geophysics and directional drilling, to make the next generation of discoveries.

Prospectus 13

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----- Start of picture text -----

100% Owned Subsidiary Company’s
Emmerson
Resources
Limited
Giants Reef
TC8 Pty. Ltd.
Exploration Pty. Ltd
Santexco Pty. Ltd.
----- End of picture text -----

Figure 1 Corporate Structure

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Figure 2 Gold (yellow) and Copper (orange) production over time

14 Emmerson Resources Limited

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Figure 3 Tenements showing drill hole density and depth (70% of drilling is < 50m; 23% of drilling is between 51-150m and only 7% of all drilling > 150m deep)

3.2 Emmerson’s Strategy

Emmerson’s high-level exploration strategy is summarised in Figure 4. This will be underpinned by the funds raised under the Offer which will provide sufficient working capital to sustain an aggressive exploration program across a 2-3 year time horizon. To be successful, this strategy will require the generation, prioritisation and drill testing of a quality pipeline of opportunities.

The Brownfields initiatives outlined in Figure 4 are designed to deliver new discoveries within a short to medium-term time horizon, and are likely to be of lower technical risk given that the focus will be for depth and strike extensions to existing mineralisation. As much of the target identification for this phase of activity will be derived from the Company’s existing databases, it is anticipated that prioritisation and drilling will be possible in the second quarter of 2008. By contrast, the Greenfields initiatives will require a longer lead time but will have the potential to make a significant “step change” to the discovery rate in TCMF, as Peko achieved back in the 1960’s (Figure 2).

Solid business foundations will underpin all exploration initiatives. Many of these foundations are either already in place or at an advanced stage of development. These include the Company’s zero harm safety initiative, Code of Conduct and a community relations strategy. Others, such as the people initiatives and business excellence outlined in Figure 4 are still being developed and will advance further as the Company builds its operational team.

Prospectus 15

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----- Start of picture text -----

Greenfields
• Inversion of geophysics
Brownfields • Collection of additional data
• Integrate, prioritise and drill
• Mining the database
Business Foundations GROW
• Extensional exploration
• Follow up “orphan drill holes”
• Concept studies for the Cu, U
• Zero Harm
• Best People structured for success
• Business Excellence
SUSTAIN
• Corporate Governance
• Community Relations
RELENTLESS PURSUIT
----- End of picture text -----

Figure 4 High level exploration strategy

Exploration Strategy

The Company’s extensive geophysical and drilling database provides a fertile opportunity to apply new exploration concepts and tools. Previous companies operating in the field such as Giants Reef and the WMC-Giants Reef Joint Venture did generate some high-quality targets (Figure 5), but these were never fully exploited. Therefore, one of Emmerson’s key initiatives will be to identify advanced exploration targets with the potential to deliver early results. This will include follow up of “orphan” drill holes from previous programs – that is, drill holes outside of known resources that represent mineralised rock volumes that have not been adequately tested. There are also opportunities to generate new drill targets through the reprocessing of existing geophysical data utilising new three-dimensional forward and inversion modelling techniques.

The second component of the Company’s shorter term Brownfields strategy is to develop a better understanding of the complete gold-copper-uranium mineral inventory of the TCMF that is normally associated with similar IOCG provinces around the world. One of the hallmarks of IOCG provinces, apart from the association with iron minerals (magnetite and hematite), is the presence of the major element suite of copper, gold and/or silver, accompanied by a specialised minor element suite that can include cobalt, uranium, rare earth elements, barium, lithium and fluorine. Therefore, one of the initial tasks within the TCMF will be to develop a better understanding of the controls, particularly on the copper-dominant deposits and also the potential for ore grade concentrations of other elements such as uranium.

Greenfields

Emmerson’s geological team believes that unlocking the next generation of discoveries within the TCMF will require a new exploration approach.

The historical data suggests that deposits within the TCMF are strongly controlled by major structures such as shear zones and faults. These provide the “plumbing system” for the iron and gold-rich mineralising fluids which, in the presence of the favourable Warramunga Formation stratigraphy, result in major accumulations of metals (Figure 5).

These structures will be the focus of systematic gravity surveys. Given that gravity geophysics has been successfully deployed at other IOCG provinces around the world, it is anticipated that its application within the TCMF has the potential to deliver similar positive results.

16 Emmerson Resources Limited

Specifically, gravity surveys will assist in delineating the non-magnetic, hematite hosted mineralisation which to date remains largely untested. In order to maximise the probability of success, the gravity surveys will be integrated with the other datasets, processed (inverted) and viewed in three dimensions with existing drill hole data to determine drill targets.

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Figure 5 Major structures (black) and mineralisation ”lines” (orange) with areas (blue) that will be the focus of the Brownfields exploration program

Preliminary forward and inversion modelling of a test area in the northern part of the Emmerson tenements has confirmed the validity of this approach in highlighting extensions laterally and at depth to the Marathon and Troy prospects (Figure 6).

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Figure 6 Magnetic forward inversion model

Prospectus 17

3.3 Regional Geological Setting of the Tennant Creek Mineral Field

The TCMF lies in the central province of the Tennant Creek inlier, with the oldest rocks being the Warramunga Formation. These Paleo-Proterozoic age rocks consist of greenschist facies turbidites, argillaceous banded iron formation and felsic volcanic rocks. The likely depositional environment for the Warramunga Formation was a transtensional pull apart basin, with associated deformation and shearing (D1) attributed to the Barramundi orogeny of northern Australia.

This Formation was intruded by granites and felsic porphyry dykes between 1850 million years ago (Ma) and 1845 Ma. Recent work has revised the age dates of both the formation of the Tennant Creek ironstones and mineralisation to approximately 1850 Ma, which corresponds approximately to the time of the Tennant Creek magmatic event.

The epigenetic ironstones are considered to be mostly restricted to the Warramunga Formation and are concentrated in several dominant structural trends. The ironstones generally range from a few tonnes to tens of millions of tonnes, are discordant to bedding and occur within F1 fold closures and shear and fault zones.

The Churchills Head Group unconformably overlies the Warramunga Formation. The volcanosedimentary Flynn Subgroup (dated between 1845+/- 4 to 1827+/- 9 Ma) consists of rhyolitic to dacitic lava, tuff and ignimbrite and likely formed in a continental rift environment. The molasse-like Tomkinson Creek Subgroup includes dolostone and basaltic volcanic rocks.

The fractionated, unfoliated S-type Warrego granite intrudes both the Warramunga Formation and the Churchills Head group. Minor mafic intrusive rocks consist of post-Barramundi dolerite and lamprophyre dikes and sills.

Deformation has been assigned to two main deformational events where D1 produced the WNW trending, moderate to upright folds (F1) with steep axial planar cleavage within the Warramunga Formation but not the Churchills Head Group. This F1 folding has been attributed to thrusting and shearing or progressive deformation (D1 and D2) and inversion within a regional dextural shear system. The D1 shear zones are typically up to several hundred metres wide, trend west to west-northwest, dip steeply south and have undergone reverse movement. The other event, D2 produced the later NNW and NE trending post mineral regional faults and occurred between 1830 and 1790 Ma.

3.4 Mineralisation within the Tennant Creek Mineral Field

The gold-copper-bismuth mineralisation of the TCMF is predominantly hosted in magnetite-chloritehematite ironstones or sheared variants. The ironstones and mineralisation are localised in EW to WNW trending structures that have historically been referred to as “lines”. The ironstones and mineralisation are discordant to the folded Warramunga Formation rocks and tend to be located in structural flexures, near the hinge zones of the fold axes.

Based on historical data, the mineralisation occurs in small-to-medium sized lenses within sheared ironstone. The lenses are usually high grade with most gold deposits averaging 15-20g/t and copper 2-4%. Some of the more famous mines in the TCMF include Nobles Nob and White Devil (ADL and Normandy), Warrego and Juno (NBH Peko).

The TCMF is no different to other IOCG provinces, in that the metal and oxide assemblages and their concentration vary from deposit to deposit. Some deposits, such as Nobles Nob, Juno and White Devil, are predominantly gold rich, Warrego is a gold-copper-bismuth deposit, while Peko and Gecko are copper-gold deposits. The lack of historical records on the association of uranium in TCMF precludes any rigorous analysis, however isolated references to uranium concentrations in the North Star, Edna Beryl and Warrego mines suggest this could be a fertile area for future studies. The deposits in the TCMF also display similar variations in their oxide assemblage with White Devil dominantly composed of magnetite, Chariot an intermediate hematite-magnetite variant, whilst Edna Beryl and Malbec are hematite-dominant. Shear zone-hosted gold-copper mineralisation outside of the ironstones adds further diversity to the styles of mineralisation. Other gangue minerals include chlorite, muscovite, talc, dolomite and sericite.

The sulphide content of the primary deposits rarely exceeds 10% and common ore minerals include chalcopyrite, native gold, cobaltite and bismuthinite. The gold-dominant oxide and primary ores are generally free-milling, which can result in high recoveries (up to 98%) being achieved.

Oxidation extends up to 120 metres below the surface and, within the ironstones, results in hematitegoethite-quartz-clay assemblages. Moreover the copper mineralisation is typically leached and depleted while the gold mineralisation can be spectacularly upgraded.

18 Emmerson Resources Limited

3.5 Emmerson Resources’ Land Position and Historical Production in the TCMF

Emmerson holds the dominant land position within the TCMF, comprising a total area of 2,700km[2] of exploration licences (either granted or under application – Table 1) and representing some 80% of the granted mineral titles within the mineral field (Figure 7). Traditional Owner land access agreements are also in place, providing a defined approval process for commencing ground-based exploration activities on Aboriginal freehold lands.

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Figure 7 Emmerson Resources Tenement Holding (blue)

The various categories of minerals titles are detailed below:

Table 1 Summary of the Company’s Mineral Tenements

	Granted Leases	Granted Leases	Applications	Applications		Total
Type	No.	Area (km2)	No.	Area (km2)	No.	Area (km2)
Tennant Creek Mineral Field Tenure
Exploration/Substitution
Exploration Licence	56	1,758	5	872	61	2,630
Mineral Lease	297	66	7	22	304	88
Mineral Claim	123	25	0	0	123	25
Other	64	6	0	0	64	6
Tennant Creek Mineral Field
Tenure Total	540	1,855	12	894	552	2,749
Other Northern Territory Tenure	0	0	1	780	1	780
Emmerson Resources Tenure Totals	540	1,855	13	1,674	553	3,529

Over 5.5 million ounces of gold and close to 470,000 tonnes of copper have been produced since the discovery of the TCMF in the 1930’s. Historically, the TCMF has been a very high-grade gold field and low-cost producer, resulting in some of Australia’s most profitable and “company-making” mines (Table 2).

Prospectus 19

Table 2 Historical mine production from the Tennant Creek Mineral Field

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3.6 Geophysical, Geological and Drilling Database

The database purchased by Emmerson as part of the package acquired from Centralian Minerals Limited comprises records of exploration and mining spanning some 50 years, including over 90,000 trays of drill core. The geophysical database has been independently reviewed by Western Geoscience, which has confirmed it includes numerous high-quality aeromagnetic and radiometric surveys that would have considerable value.

However, the real value of this database to Emmerson is to expedite the generation of quality drill targets and avoid duplicating previous exploration work. For Shareholders, this will translate into more effective and earlier exploration results in addition to providing the underlying data to undertake concept studies for targeting of both copper and uranium mineralisation.

3.7 Overview of the Areas of Interest within Emmerson Resources’ Portfolio

Ascertaining and prioritising specific areas of interest (AOI) is presently underway. The AOI for the Brownfields programs will be finalised prior to the next field season in early 2008 but indicative areas are indicated in Figure 5. The Greenfields AOI will have a longer gestation as the magnitude of data compilation, geophysical processing and additional data acquisition is far greater.

The following sections will provide a guide as to the initial focus of the Company’s exploration programs. Given the size of the Company’s ground holding and the data-rich environment, the project areas are divided as set out in Figure 8:

20 Emmerson Resources Limited

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Figure 8 Subdivision of the Emmerson Tenements into Project Areas

3.8 Northern Project Area

Eastern Section

The major Brownfields targets in the Eastern Section are in the vicinity of the Troy, Thrace, Marathon and the North Star prospects (Figure 9). Marathon, Thrace and Troy extend over a 4km northwest strike extent on the northern contact of the Tennant Creek granite that underlies the TCMF. The widespread highgrade gold mineralisation at the North Star prospect is also associated with uranium, and will form the basis of a later, more rigorous review of the uranium potential across the entire tenement package.

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Figure 9 Northern Project Area

Prospectus 21

Troy and Thrace (100%)

The Troy and Thrace prospects cover approximately a 2 km[2] area of interest. The copper mineralisation in these prospects is predominately chalcopyrite, associated with hematite-jasper-quartz +/- chlorite-talc carbonate alteration and hosted within a sub-vertical shear zone.

The geometry and exploration results to date suggest that Troy represents the upper sections of a fully preserved, concealed copper-gold deposit. The copper-rich mineralisation is typical of the upper levels of most Tennant Creek style deposits and it grades into gold-rich zones at depth. Furthermore, the magnesium-rich (talc-carbonate) alteration at Troy is a common indicator of gold-rich mineralisation. The new inversion model of this area (Figure 6) indicates that Troy plunges to the North and joins up with the Marathon prospect at depth, thereby suggesting that these could be part of a larger mineralising system.

The Thrace prospect lies immediately to the southeast of Troy. Limited drilling in this area returned an intersection of 11m @ 16.5 g/t Au (from 254m) including 2m @ 90g/t Au. This hole also encountered 5m @ 1.26% Cu associated with hematite-carbonate-chalcopyrite-quartz-chlorite alteration.

Marathon (100%)

The Marathon prospect lies some 2km to the northwest of the Troy-Thrace prospects. Initial drilling returned discontinuous but high-grade intersections of 7m @ 170 g/t Au and 14.2 m @ 4.6 % Cu (TCMD037).

Another hole (TCMD-066) intersected a 38m zone of silicification, veining, and chalcopyrite mineralisation (between 250-288m) and recorded an intersection of 3.1 m @ 2.59 g/t Au (between 303.2–306.3m). This drilling has indicated a concealed zone of mineralisation at depth, which has now been supported by the Emmerson inversion model and represents a fertile area for further down plunge drilling (Figure 6).

North Star (100%)

The North Star Prospect covers a cluster of old workings spread over several square kilometres, centred on the old North Star Mine which produced 26,053 oz Au @ 8.9 g/t Au.

This area would benefit significantly from the collection of additional gravity data, compilation and inversion modelling similar to that undertaken in the Marathon-Troy-Thrace areas.

From the Greenfields perspective the AOI are within the covered portions of the Warramunga Formation sediments, where the arcuate Marathon line intersects higher angle structures (Figure 5). Particularly where the magnetic response is subdued but the gravity signature suggests accumulations of hematite ironstones (Figures 10 and 11). Moreover as previous exploration was based predominantly on magnetic anomalism, these AOI would not have been fully tested.

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Figure 10 Magnetic Image showing subdued magnetic signature north of the granite (stippled pattern in south of figure), within the arcuate structure hosting the known prospects

22 Emmerson Resources Limited

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Figure 11 Gravity Image of a section of the Marathon Line clearly showing that gravity geophysics delineates the non magnetic hematite ironstones

Western Section of the Northern Project Area

The main AOI in the Western Section are along the Marion Ross shear zone, a major structure that hosts a number of historical mines. The now closed Gecko and Orlando mines are two of the largest known deposits in the TCMF yet still have significant untested potential. This potential consists of both Brownfields extensions along the known mineralised trends and further work on existing resources for the purpose of JORC compliance.

Orlando (100%)

The Orlando mine becomes increasingly gold-rich at depth and contains significant copper (mainly chalcopyrite), gold, cobalt, and bismuth. The mineralisation is hosted by secondary hematite-kaolinchlorite altered lenses within two east-southeast trending shear zones. The lower limit of mining is approximately 300 metres below surface.

Gecko (100%)

The Gecko copper-gold mineralisation comprises chalcopyrite-rich copper zones with irregular highgrade gold. It is hosted in thin, east-west striking but near vertical magnetite-hematite -quartz-chlorite lenses.

The Gecko deposit was mined to approximately 400 metres below surface, despite the mineralisation still being open at depth.

Marion Ross (100%)

The Marion Ross mine is hosted in a northwest trending shear zone that lies to the west of the Gecko Mine. The outcropping areas of this 1,000 metre long shear zone contain two small historical mines (Marion Ross and Golden Chance). Shallow surface drilling of the old Marion Ross mine area returned an intersection of 1 m @ 3.3 g/t Au. Despite its proximity to the deep Gecko deposit and a similar structural scenario, there is minimal deep drilling. Planned exploration will include testing at depth, and for lateral repetitions within the shear zones and cross-structures.

Prospectus 23

3.9 Eastern Project Area

The major AOI in the Eastern Project Area are around the Argo Mine, the Golden Kangaroo, Billy Boy, Gossan Hill, TC–40, Castillo, Ganymede and Hopeful Star areas (Figure 12).

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Figure 12 Eastern Project Area

Argo Mine Area (100%)

The now closed Argo mine was discovered by Peko Mines from drill testing a concealed, “bulls-eye” magnetic anomaly. Argo lies on the Peko-Chariot line of deposits, situated on a WNW trending gravity ridge that is interpreted to be a zone of thrust-stacked sediments overlying the Tennant Creek Granite. Moreover it is located within a major east-west shear zone that may represent an offset to a deeper first order thrust above the Tennant Creek Granite.

Golden Kangaroo (100%)

The Golden Kangaroo and Kestrel prospect represent AOI that require detailed drill testing. The Golden Kangaroo mineralisation occurs as a series of stacked east-west striking, steeply north dipping lodes which vary in strike length from 10-50 metres. The lodes are generally 80-110 metres below surface and while the gold grades tend to be variable, are still open in all directions.

Two lines of drilling at the Kestrel prospect located 400 metres east and along strike from Golden Kangaroo intersected broad zones of anomalous gold mineralisation. The area between Golden Kangaroo and Kestrel is flat with shallow cover and remains untested.

Billy Boy, Gossan Hill, TC-40, Callisto and Ganymede (all 100%)

These prospects all lie outside of the main magnetic anomalous areas. In contrast to most of the other lines of mineralisation in the TCMF, this area is largely covered, is characterised by recessive topography and as a consequence, has low exploration maturity. The AOI includes extensions to the known prospects and also covered areas along the major controlling structures.

24 Emmerson Resources Limited

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Figure 13 Hematite Breccia at the Billy Boy prospect

The Billy Boy prospect was discovered by Giants Reef and consists of high-grade gold and copper shoots within hematite-chlorite-clay breccias (Figure 13).

The mineralisation is currently defined over a 300 metre strike length but remains open to the south and at depth. Outside of the known high grade shoots, drilling has intersected intervals of gold, copper, and bismuth. Some of these intercepts include:

• 12 m @ 3.23 g/t Au and 12.3 % Cu (47–59m) from FAR-001

• 24 m @ 43.56 g/t Au and 2.47 % Cu (55–79m) from FAR-005

• 18 m @ 9.98 g/t Au (70–88m), including 7m @ 23.8 g/t Au, from FAR-010

The Gossan Hill prospect is located 1km south east of the Billy Boy prospect. Initial drilling of two holes in the late 1990s intersected extensive talc-carbonate-chlorite alteration associated with anomalous levels of copper, gold and bismuth.

This alteration and geochemical response is highly encouraging and may indicate the presence of concealed, higher grade mineralisation. This is particularly significant as elsewhere in Tennant Creek, talc-carbonate alteration is commonly associated with high-grade gold deposits.

The best intersections came from Hole GHR-007, with 22 m @ 0.13 % Cu (from 63 m) and 1 m @ 3.35 g/t Au and 0.13 % Bi (from 117m).

The TC-40 prospect (also known as ‘Budgies’) consists of numerous small workings, although the recorded historical production is negligible (<150 oz of gold).

Drilling indicates zoning from specular hematite at surface to more massive hematite with associated chlorite-sericite-talc-carbonate alteration at depth. The host sandstone and siltstones are sheared and brecciated.

Drilling results include:

• BGDH-461: 1 m @ 6.4 g/t Au (from 20 to 21m) and 1 m @ 1.56 g/t Au (from 48 to 49m)

• BGDH-463: 1 m @ 18 g/t Au, 405ppm Cu, 4.5 % Bi & 470ppm Pb (from 51 to 52m )

• BGDH-473: 2 m @ 1.94 g/t Au (from 67 to 69m)

• BGRC-005: 1 m @ 0.42 g/t Au (from 125 to 126m)

• BGRC-001: 2 m @ 2.6 g/t Au (from 19 to 21m)

Prospectus 25

The Callisto prospect comprises outcropping hematite bodies with elevated surface rock chip grades. Exploration for non magnetic ironstone bodies has resulted in the following intersections:

• 8 m @ 1.26 g/t Au (CLP-001, 50m to 58 m)

• 20 m @ 2.48 g/t Au (CLP-005, 26m to 46 m)

• 17 m @ 2.97 g/t Au (CLP-007, 28m to 45m)

• 10 m @ 2.97 g/t Au (CLP-011, 32m to 42m)

• 14 m @ 1.94 g/t Au (CLP-012, 28m to 48m)

The Ganymede prospect is located 100 metres to the west of Callisto and lies in a similar geological setting. Eighteen holes have been drilled to test the down-plunge extent of several surface-outcropping jasper-hematite bodies. Sixteen holes returned significant results with favourable alteration assemblages and elevated copper levels.

Some of the better holes are:

• GMP-005: 6m @ 9.4 g/t Au (from 13m – 19m) and 6m @ 5.34 % Cu (from 15m – 21m)

• GMP-007: 12m @ 1.5 % Cu (from 25m – 37m) including 1m @ 9.0 g/t Au (from 26m - 27m)

• GMP-008: 29m @ 3.82% Cu (from 26m – 55m)

3.10 Western Project Area

The Western Project Area contains several historical mines, including White Devil, Black Angel and Warrego. The main AOI consist of a 10km long shear zone that hosts the now defunct Warrego Mine (Figure 14).

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Figure 14 The Western Project Area

26 Emmerson Resources Limited

Warrego Mine Area (100%)

The Warrego deposit was discovered by Peko Mines Limited by testing a prominent magnetic anomaly. At one stage, the Warrego mine was one of the world’s largest bismuth suppliers.

The Warrego deposit is comprised of two major and several minor lenses of magnetite +/- quartz +/chlorite, formed at the intersection of a moderately dipping north-easterly trending structure.

Copper mineralisation (mainly chalcopyrite) is relatively evenly distributed throughout the ironstone (up to 10% sulphides). Bismuth occurs at economic levels as inclusions in the chalcopyrite.

The gold-rich areas at Warrego occur in the footwall of the lodes with a gradation both vertically and laterally to gold-bismuth and copper-gold-bismuth mineralisation – a consistent pattern in deposits throughout the TCMF. Sulphides are rare in the gold areas. In addition, the database reveals the existence of a relatively shallow gold occurrence up-dip of the Warrego ironstone body. Historical results show one drill intersection of 13m @ 87.3g/t which will require further investigation as part of the Brownfields program.

3.11 Southern Project Area

The main targets in the Southern Project Area include predominantly Brownfields exploration within AOI around the closed Chariot, Malbec and TC-8 mines and, if access is granted, a Greenfields Program in the Mt Samuel area (Figure 15).

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Figure 15 Southern Project Area

Prospectus 27

Chariot – Malbec Mine Area (100%)

The Chariot deposit was discovered by Normandy in 1998 and mined by Giants Reef Mining until its closure in 2005.

The Chariot deposit is the largest hydrothermal hematite (weakly-magnetic) deposit discovered in the TCMF to date. The discovery of the northern lode which consists of 35% hematite, 25% magnetite and 30% chlorite with minor talc, quartz, dolomite, pyrite and chalcopyrite is a good illustration of the intermediate style of IOCG mineralisation where the magnetic signature is relatively subdued. Chariot is located on the western end of the Peko gold-copper line of mineralisation (Figure 5). Greenfields exploration will target the continuation of this line further west past the adjacent Malbec Mine and Malbec West prospect.

TC-8 Mine (100%)

The TC-8 mineralisation is associated with several magnetite lenses and stringer zones that sit in a flexure within a major shear zone. A broad zone of chlorite alteration surrounds the deposit on the eastern and western sides. Inner alteration is zoned and consists of talc + talc – carbonate + carbonate + sericite + chlorite. The ore zone continues at depth and is between 6-10 m wide below 350m, although the grade tends to reduce.

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There is potential for repetitions of the high-grade gold pods where other significant structural flexures occur.

Mount Samuel Area (100%)

The Mt Samuel group of historical workings lies approximately 4km south of Tennant Creek and forms the western extension of the Nobles Nob, Juno and Eldorado line of deposits.

A string of old workings in this area lies on a well-exposed line of hills comprising altered quartz-hematite outcrops and hydrothermally altered and sheared sediments and porphyritic intrusives.

The Mt Samuel area has not undergone any significant detailed exploration since 1988, when a broad exclusion zone was registered and approved around the Mt. Samuel Sacred Site. The strong relationship that Emmerson has developed with the Central Land Council (CLC) and traditional owners may provide a future opportunity to conduct exploration within this area.

28 Emmerson Resources Limited

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Section 4 directors and corporate governance

Prospectus 29

4.1 Directors

Andrew McIlwain B.Eng (Mining) – Melb, MAusIMM (Non-Executive Chairman)

Mr McIlwain has over 25 years’ experience in the mining industry. He is a qualified mining engineer and has held technical, senior management and executive roles within Mount Isa Mines Limited, Central Norseman Gold Corporation, WMC Resources Limited and Lafayette Mining Limited.

Mr McIlwain has extensive operational and corporate experience in a variety of fields, including establishment of operational sustainability, project development and both equity and conventional debt financing. He most recently held the position of Managing Director of Lafayette Mining Limited before joining the Board of the Company in February 2007. Mr McIlwain currently provides consulting services in the resources sector in the areas of corporate mergers and acquisitions and business development.

Rob Bills B.Sc M.Sc (Managing Director & Chief Executive Officer)

Mr Bills holds a Bachelor of Science degree (Monash University 1984) and a Master of Science (James Cook University 1989). He joined Emmerson Resources in September 2007 after a 25 year career in exploration and mining with Western Mining Corporation (WMC), then BHPBilliton.

During his career with WMC, Mr Bills held numerous senior management positions including Senior Mine Geologist at Kambalda, Senior Research Geologist for Australasia, President Director of WMC Indonesia, Group Exploration Manager with WMC and most recently at BHPBilliton held the position of Global Commodity Specialist.

Mr Bills brings to the Company a track record of global exploration and management success including a detailed knowledge of Iron Oxide Au-Cu-U deposits and a deep understanding of the exploration business.

Timothy Hronsky B. Eng (Geology) MAIMM, MAIRM (Non-Executive Director)

Mr Hronsky is a Geological Engineer having graduated from the Western Australian School of Mines with a degree in Engineering, majoring in Geology. He has over twenty years of international experience in the mining industry which began with mine geology and operational roles at Big Bell Gold Mine (Placer Dome) and Bow River Diamond Mine (Normandy).

Mr Hronsky has held a number of management positions with Placer Dome Inc, (since acquired by Barrick Inc). His time at Placer Dome included involvement with engineering, operations management, exploration, project development, business development, audit, assurance and risk management. Mr Hronsky also spent several years as Exploration Manager (Asia) for Placer Dome Inc, and more recently over five years at the corporate level with responsibility for the introduction of integrated risk management and the provision of risk management and assurance covering Placer Dome’s global assets.

Mr Hronsky now provides consultancy services to the international exploration and mining industry and also acts as a non executive director for A-1 Minerals, an ASX listed Western Australian exploration company.

Timothy Kestell B. Comm (Non-Executive Director)

Mr Kestell has over 10 years experience in capital markets working for Australian stockbrokers Euroz Securities Limited and Patersons (formerly Paterson Ord Minnett).

In the past four years, Mr Kestell has played a key role in forming and/or re capitalising publicly listed companies and finding new ventures for them, helping raise over $20m in the process.

Mr Kestell holds a Bachelor of Commerce degree and is currently a director of ASX listed company New Opportunity Limited and unlisted public company Optimised Investments Limited, a Deutsche Bank back investment company.

30 Emmerson Resources Limited

Simon Andrew B.Sc (Honours) (Non-Executive Director)

Mr Andrew has significant experience in the Australian and Asian financial markets. This includes 6 years in equity research covering the Asian refining and petrochemical sector for a leading European investment bank. He also has extensive experience in corporate financing transactions involving both equity and hybrid equity instruments. He is currently a senior executive in the equity derivatives division of a US investment bank.

Mr Andrew holds a Bachelor of Science degree (Honours) with a major in Applied Chemistry from Curtin University. His undergraduate course work included extensive study of gold chemistry and processing. Mr Andrew currently resides in Singapore.

4.2 Corporate Governance

The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

4.2.1 The Board of Directors

The Company’s Board of Directors 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 exploration success, asset growth and profit;

• (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.

4.2.2 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.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisers, has been committed to by the Board.

4.2.3 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.

Prospectus 31

4.2.4 Remuneration arrangements

The remuneration of the Managing Director is decided by the Board, without the Managing Director participating in that decision-making process.

The total maximum remuneration of Non-Executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-Executive 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 Non-Executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $200,000 per annum.

All Non-Executive Directors have agreed to accept payment of their remuneration in shares of the Company (in lieu of cash compensation), for the period ended 31[st] October, 2007.

The Board may award additional remuneration to Non-Executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

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4.2.5 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.

4.2.6 Audit committee

The Company has a separately constituted audit committee, which at the date of this prospectus has not yet met.

4.2.7 Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

4.2.8 Ethical standards

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

32 Emmerson Resources Limited

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Section 5 independent geologist’s report

Prospectus 33

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29 October 2007

49 Ord Street West Perth 6005, Western Australia P O Box 1923, West Perth 6872, Western Australia Tel: +61 8 9226 3606 Fax: +61 8 9226 3607 www.ravensgate.com.au

The Directors Emmerson Resources Limited Level 1, 65 Hay Street Subiaco WA 60080

Dear Sirs,

Independent Geologist’s Report On The Mineral Assets Of Emmerson Resources Limited

At your request Corvidae Pty Ltd as trustee for Ravensgate Unit Trust (trading as and hereafter referred to as Ravensgate) has prepared an Independent Geologist’s Report on the mineral assets of Emmerson Resources Limited (Emmerson) which are located in the Northern Territory.

Ravensgate has not been requested to provide an Independent Valuation of the mineral assets, nor has it been asked to comment on fairness or reasonableness of any vendor or promoter considerations, and it has therefore not offered any opinions on these matters.

Ravensgate has based its review of Emmerson’s projects on information provided by Emmerson along with technical reports prepared by Government agencies and previous tenement holders, as well as other relevant published and unpublished data. This report is based upon historical exploration and mining activities. Ravensgate does not consider the lack of a site visit material to the report and no site visits were subsequently undertaken.

Ravensgate has made all reasonable enquiries to establish the authenticity and completeness of the technical data on which this report is based.

Emmerson were given a final draft of this report, and was thereby given an opportunity to identify any material errors or omissions. Where appropriate, and in accordance with ASIC Practice 55 and Update 183, consent has been obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

Emmerson’s projects consist of over 550 mining and exploration leases in the Northern Territory. The area covered by the tenements is approximately 2700 km[2] . The legal status of the tenure of Emmerson’s properties has not been verified by Ravensgate.

This report has been prepared in accordance with the Code and Guidelines for the Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (the ‘ValMin Code’), which is binding upon members the Australian Institute of Mining and Metallurgy (AusIMM) and members of the Australian Institute of Geoscientists (AIG), as well as the rules and guidelines pertaining to Independent Expert Reports issued by the Australian Securities Exchange (ASX).

The properties in which Emmerson has, or is earning an interest in, are considered to be ‘exploration prospects’, which are inherently speculative in nature. However, Ravensgate is of the opinion that the projects have been acquired on the basis of sound technical merit. The properties are also considered to be sufficiently prospective, to warrant further exploration and assessment of their economic potential, consistent with the exploration budget proposed.

Corvidae Pty Ltd as Trustee for Ravensgate Unit Trust Trading as Ravensgate ABN: 92 492 598 860

34 Emmerson Resources Limited

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Exploration and evaluation programmes summarized in the report involve a total expenditure of approximately A$20 million, of which Emmerson intends to spend approximately A$6.2 million in the first year of assessment, and A$6.6 million in the second year. Emmerson intends to raise a minimum of A$15 million and accept up to an additional A$5 million in oversubscriptions for a total maximum raising of A$20 million, and more than half the liquid assets held, or funds proposed to be raised by Emmerson are understood to be committed to acquisition, exploration, development and administration of the mineral properties, satisfying the requirements of ASX Listing Rule 1.3.2.(a) and 1.3.3.(b).

Ravensgate further understands that Emmerson has sufficient working capital to carry out its stated objectives, thereby satisfying the requirements of ASX Listing Rule 1.3.3.(a). Emmerson has prepared exploration programmes specific to the exploration potential of the projects, which are consistent with the budget allocations. Ravensgate considers that the relevant areas have sufficient technical merit to justify the proposed programmes and associated expenditure, thereby satisfying the requirements of ASX Listing Rule 1.3.3.(a). The proposed exploration also exceeds the anticipated minimum annual statutory expenditure commitments on the various project tenements.

This report has been prepared on the basis of information available up to and including 29 October 2007. Ravensgate has provided consent for the inclusion of the report in the Prospectus, in the form and context in which the report and these statements appear.

Yours faithfully

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Mr Andre Wulfse Pr Sci Nat Principal Resource Consultant

Prospectus 35

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INDEPENDENT GEOLOGIST’S REPORT

on the

MINERAL ASSETS WITHIN THE TENEMENTS SITUATED IN AUSTRALIA HELD BY EMMERSON RESOURCES LIMITED

for

EMMERSON RESOURCES LIMITED

RAVENSGATE 29 October 2007

Corvidae Pty Ltd as Trustee For Ravensgate Unit Trust Trading as Ravensgate 49 Ord Street West Perth, Western Australia 6005 P.O. Box 1923, West Perth WA 6872 Tel +61 08 9226 3606 Fax +61 08 9226 3607 email: info@ravensgate.com.au web : http://www.ravensgate.com.au ABN: 92 492 598 860

36 Emmerson Resources Limited

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INDEPENDENT TECHNICAL REPORT

Prepared by RAVENSGATE on behalf of: EMMERSON RESOURCES LIMITED

Author: Andre Wulfse Principal Resource Consultant Reviewer: John Haywood Principal Consultant Date: 29 October 2007 Copies: Emmerson Resources Limited (2) Ravensgate (1)

BSc (Hons), GDE Mining Engineering, MSAIMM, Pr Sci Nat BSc (Hons), MAusIMM

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Andre Wulfse For and on behalf of: RAVENSGATE

Prospectus 37

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Table of Contents

1.	Summary	Summary	40
2.	Introduction		42
	2.1	Terms of Reference	42
	2.2	Qualifcations, Experience and Independence	42
	2.3	Principal Sources of Information	42
3.	Overview		43
4.	Regional Geology and Mineralisation		44
5.	Regional Geological History		46
6.	The	Signifcance of Magnetite and Haematite	46
7.	Historical Exploration and Production		46
8.	Northern Project Area – Eastern Section		48
	8.1	Introduction	48
	8.2	Project Geology and Mineralisation	48
	8.3	North Star prospects	51
	8.4	Edna Beryl mine	51
	8.5	Marathon prospect	51
	8.6	Troy prospect	51
	8.7	Thrace prospect	51
9.	Northern Project Area – Western Section		52
	9.1	Introduction	52
	9.2	Orlando mine	52
	9.3	Gecko mine	53
	9.4	Golden Slipper prospect	53
	9.5	Marion Ross prospect	53
10.	Southern Project Area (Includes Mt Samuel JV Area)		54
	10.1	Introduction	54
	10.2	Mt Samuel area	54
	10.3	Chariot mine	55
	10.4	TC8 mine	56
11.	Western Project Area		57
	11.1	Introduction	57
	11.2	Warrego mine	57
12.	Eastern Project Area		58
	12.1	Introduction	58
	12.2	Argo mine	59
	12.3	Golden Kangaroo prospect	60
	12.4	Billy Boy prospect	60
	12.5	Hopeful Star prospect	62
	12.6	TC-40 prospect	63
	12.7	Callisto prospect	64
	12.8	Ganymede prospect	64
	12.9	Gossan Hill prospect	65
13.	Emmerson Exploration Strategy		65
14.	Conclusions And Recomendations		67
15.	References		68

38 Emmerson Resources Limited

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List of Tables

Table	1	Historic gold and copper production in the TCMF	48
Table	2	Golden Slipper prospect - main ore zone intercepts	53
Table	3	Other prospects in the Eastern Project Area	62
Table	4	Callisto prospect - drillhole intersections above 1 g/t Au	64
Table	5	Ganymede prospect - drill hole intersections above 1 g/t Au	64
Table	6	Exploration Budget-Summary	67

List of Figures

Figure	1	Locality plan of Tennant Creek Project	43
Figure	2	Prospects and mines within the Tennant Creek Mineral Field	44
Figure	3	Geological setting of the Tennant Creek Mineral Field	45
Figure	4	Map of the Northern Project Area - Eastern Section	49
Figure	5	Magnetic domain over Northern Project Area - Eastern Section	49
Figure	6	Prospects overlain on residual gravity map	50
Figure	7	Map of the Northern Project Area - Western Section	52
Figure	8	Map of the Southern Project Area	54
Figure	9	Location of TC8 relative to lines of mineralisation	56
Figure	10	Map of the Western Project Area	57
Figure	11	Map of the Eastern Project Area	59
Figure	12	Haematite breccia at Billy Boy	61

List of Appendices

Appendix 1 Tenement Schedule 69 Appendix 2 Exploration Budget 81 83 Glossary

Prospectus 39

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1. Summary

Emmerson has secured a large (approximately 2700 km[2] ) tenement holding (Appendix 1) within the Tennant Creek Mineral Field (TCMF), situated in the Northern Territory, Australia. The TCMF is situated approximately 500km north of Alice Springs. It is one of Australia’s richest Proterozoic goldfields and has produced over 178 tonnes of gold and approximately 488,000 tonnes of copper from approximately 130 Au-Cu-Bi mines since gold was first discovered in 1874. The projects are supported by good infrastructure. This includes the Stuart and Barkly Highways, and the Adelaide-Darwin railway line and gas pipeline. The project is divided into five geographical areas, all within close proximity to the town of Tennant Creek.

The Au-Cu-Bi deposits within the TCMF are hosted in magnetite bodies. Typically these are structurally controlled ‘ironstone’ bodies located within the Warramunga Formation rocks. Ironstones is the local term for iron-oxide concentrations (pods) comprised of magnetite and/or haematite in addition to chlorite, that often host economic Au-Cu-Bi mineralisation. Since the earliest mineral discoveries in the 1930’s, much exploration has taken place and the project stands to benefit from the extensive data available from these earlier explorers.

Minor shear-hosted quartz vein associated gold mineralisation has been noted in places within the TCMF. This gold-only mineralisation occurred later than the more prolific ironstone-hosted Au-Cu deposits and has a different geophysical expression (low magnetic response). It has not been a major exploration target during previous exploration programs. However the lithological, stratigraphic, igneous and metamorphic similarity of the Tennant inlier with the Pine Creek Orogen and Tanami Region (known gold provinces) indicate that significant potential may still exist for structurally controlled non-magnetic gold deposits within the region (Gold Deposits of the Northern Territory, 1999).

The Northern Project Area is subdivided into eastern and western sections. The eastern section includes the historical mines / prospects of North Star, Edna Beryl, Carraman & Klondyke, as well as more recent discoveries at Troy (copper) and Thrace.

The western section features the defunct Orlando and Gecko mines, as well as several other smaller prospects.

The Chariot high-grade gold-copper deposit is an important focus in the Southern Project Area, having been developed and extended by the previous owners. Chariot is significant in that the prospectivity of haematiterich, magnetically low bodies were revealed. This led to a shift in exploration focus away from reliance on aeromagnetic data. Other mines and prospects in the Southern Project Area include TC8 mine and Mt Samuel area.

The Western Project Area includes several prospects; significant among these is the historical copper-goldbismuth Warrego deposit. Warrego is a typical example of ironstone-type mineralisation. A nearby shallow deposit known as the Warrego Hangingwall Lens was explored in recent times by Giants Reef Mining.

Within the Eastern Project Area, the following prospects occur: Argo mine, and the Golden Kangaroo, Billy Boy, Hopeful Star, TC-40, Callisto, Ganymede, and Gossan Hill prospects.

There is a poor correlation between the settings, size and intensity of the Tennant Creek mineral field and the known discoveries. Emmerson believes that a major, potentially world-class ore body remains to be discovered within the Tennant Creek mineral field. It is likely to be at depth and will require sophisticated, under-cover exploration. Utilizing the vast historical data base at its disposal, Emmerson will develop a broader and more holistic understanding of the relationships between structure, alteration and mineralisation, which will allow greater predictive ability. Coupled with the use of modern technology and sophisticated exploration methodology, areas which show the greatest probability for a major discovery will be explored.

40 Emmerson Resources Limited

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Emmerson recognizes that in the search for large haematite (Au-Cu-Bi) systems it is possible that the following may also be discovered:

• new Tennant Creek-style deposits

• extensions (lateral and vertical) and repetitions of known mineralisation and deposit complexes

• concentrations of uranium and rare earth minerals which may be potentially economic

Emmerson plan to make use of modern gravity surveys that will expand exploration beyond the recognised mineral field. This will allow non-magnetic areas (haematite and altered structures) to be explored and depth and lateral repetitions of known mineralisation to be tested.

Deeper drilling will also be a key exploration tool in exploring both established and new exploration prospects. Apart from the larger mines, much of the drilling during the last 70 years has been at relatively shallow depths. Many shallower holes which previously intersected favourable alteration and mineralisation but returned low grades, may be re-examined.

Apart from mineral assets, the refurbished Warrego ore treatment mill represents a significant strategic asset in that it reduces start-up capital costs and timeframes.

Exploration management and budget allocation will be risk-based and employ a portfolio strategy to optimise expenditure and chances of discovery.

A detailed exploration budget is included in Appendix 2 and a summary is provided in the following table.

Exploration Budget-Summary

	Year 1	Year 2
Non-project specifc exploration	420,000	380,000
Northern Project Area	1,962,500	2,313,500
Western Project Area	1,826,000	1,169,000
Southern Project Area	765,500	1,005,250
Eastern Project Area	1,191,375	1,749,750
Total Exploration	6,165,375	6,617,500
Corporate, admin and holding	1,844,000	1,904,000
Total all cash costs	8,009,375	8,521,500

Exploration and evaluation programmes summarized in the report involve a total expenditure of approximately A$20 million, of which Emmerson intends to spend approximately A$6.2 million in the first year of assessment, and A$6.6 million in the second year. Emmerson intends to raise a minimum of A$15 million plus accept up to A$5 million in oversubscriptions for a total maximum raising of A$20 million, and more than half the liquid assets held, or funds proposed to be raised by Emmerson are understood to be committed to acquisition, exploration, development and administration of the mineral properties, satisfying the requirements of ASX Listing Rule 1.3.2.(a) and 1.3.3.(b).

Prospectus 41

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2. Introduction

2.1 Terms of Reference

Ravensgate was requested by Emmerson Resources to compile an Independent Geologist’s Report on its mineral assets in Australia. This report has been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. This code was developed by the Joint Ore Reserves Committee, and is known as the JORC Code.

Ravensgate has made no attempt to establish the legal status of tenements within each project area with respect to Native Title claims. Ravensgate has not verified ownership and current standing of the tenements and is not qualified to make legal representations in this regard.

The report is 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.

2.2 Qualifications, Experience and Independence

Ravensgate is an independent, privately owned consultancy which has provided exploration, mining and mineral resource consulting services to the minerals industry since 1997.

The primary author, Mr Andre Wulfse, is a registered professional geologist with over 16 years international experience in the minerals industry. He has carried out numerous resource estimations and technical assessments of mining and exploration properties in South Africa, West Africa, East Africa, Canada, Indonesia and Australia. He has completed several Independent Geological Reports for public listing purposes. He is employed by Ravensgate as a Principal Resource Consultant. He is a member of the South African Institute of Mining and Metallurgy (SAIMM) which is accepted by the Australian Securities Exchange as a Recognised Overseas Professional Organisation.

The reviewer, John Haywood has over 16 years experience in mine geology and resource modelling and has worked in Australia, West Africa and Southern Africa on gold and base metals projects. John Haywood holds the relevant qualifications and professional associations required by the ASX, JORC and ValMin codes in Australia. He is also a Qualified Person under the rules of the CIMM and NI43-101, which are the standards recognised in Canada.

Neither Ravensgate nor any of its employees or associates is an insider, associate or affiliate of Emmerson Resources Pty Ltd or any associated company.

Ravensgate’s professional fees are based on time charges for work actually carried out, and are not contingent on any prior understanding concerning the conclusions to be reached.

2.3 Principal Sources of Information

This review is based on the information provided by the current title holders, the technical reports of consultants and previous explorers, as well as other published and unpublished data relevant to the area, including public domain internet data.

Ravensgate did not complete its own independent assessment of the quality of the geological data or the accuracy of any Mineral Resources or Ore Reserves that may be quoted in this report. Furthermore, the status of agreements, royalties or tenement standing pertaining to the assets was not investigated. This report is based on public information, some of which was supplied by Emmerson Resources Pty Ltd.

The author has endeavoured, by making all reasonable enquiries, to confirm the authenticity and completeness of the technical data upon which this report is based. Emmerson were given a final draft of this report and requested to identify any material errors or omissions prior to its lodgement.

42 Emmerson Resources Limited

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3. Overview

Emmerson Resources has secured a large (approximately 2700 km[2] ) tenement holding within the Tennant Creek Mineral Field (TCMF), situated in the Northern Territory, Australia. The TCMF is situated approximately 500km north of Alice Springs. It is one of Australia’s richest Proterozoic goldfields and has produced over 178 tonnes of gold and approximately 488,000 tonnes of copper from approximately 130 mines since gold

Emmerson acquired the properties from Centralian Minerals (formerly Giants Reef Mining Limited). Giants Reef was a production rather than an exploration focussed company, and when their key asset, the Chariot Deposit encountered production problems, the company was placed under administration.

The tenements are readily accessible from the Stuart Highway, and Emmerson have established exploration facilities in the Tennant Creek town site. The area is served by the Adelaide-Darwin railway and gas pipeline. In addition to its substantial tenement holding, Emmerson have acquired all historical exploration data on exploration activities of various operators in the Tennant Creek area over the past 75 years.

For the purpose of this report and to facilitate exploration planning the Tennant Creek Project is subdivided into four main geographical areas, namely the Northern, Southern, Eastern and Western Project Areas. The Northern Project Area is further divided into the eastern and western sections. Two joint ventures within these project areas have been entered into. These are the Barkly Joint Venture with Meteoric Resources and the Mt Samuel Joint Venture with Grange Resources Limited. The project areas are shown in Figure 1.

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Figure 1 Locality plan of Tennant Creek Project

Prospectus 43

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4. Regional Geology and Mineralisation

The Au-Cu-Bi deposits within the TCMF are hosted in iron-oxide bodies (magnetite and haematite). Typically these are structurally controlled ‘ironstone’ bodies located within the Warramunga Formation rocks. Ironstones is the local term for iron-oxide concentrations (pods) comprised of magnetite and/or haematite in addition to chlorite, that often host economic Au-Cu-Bi mineralisation. The ironstones are formed in dilational structures in east to east-southeast striking shear zones.

The Tennant Creek region (1870-1400 Ma) comprises pre-Barramundi basement of the Warramunga Formation and unconformably overlies successions of the Davenport and Ashburton Provinces, to the south and north respectively. Younger rocks overlie the Tennant Creek region to the west (Wiso Basin) and east (Georgia Basin).

Rocks of the Warramunga Formation are the oldest outcropping rocks in the Australian goldfield (~1,860 Ma) and have undergone multiple deformational events. They are comprised of arenites, wackes, siltstone, terrigenous mudstones and haematitic shales. Younger felsic volcanics rocks and volcaniclastic/clastic sediments are deposited unconformably on the deformed Warramunga Formation.

The Warramunga Formation is intruded by granites and porphyries (~1845 Ma), the Treasure Suite (~1810 Ma) and the Devils Suites (~1710 Ma). The Treasure Suite which includes porphyry, granophyre, monzodiorite, diorite and dolerite has little outcrop. The Devils Suite is alkaline in nature and comprised of shoshonitic-lamprophyres and syenites. Other late-stage lamprophyre intrusives are thought to postdate the Devils Suite.

The major Au-Cu-Bi deposits in the Tennant Creek region are hosted by the Warramunga Formation which has a complex magmatic and structural history. W, Sn, U, Ni, Cu, Pb and Zn occur in the Davenport Province, and Mn occurs in the Ashburton Province. While sediment horizons in the other provinces can be stratigraphically correlated with the Warramunga Formation, these units do not host significant (Fe)-Au-Cu mineralisation and have large volumes of intercalated volcanics. Figure 2 shows the numerous prospects and mines within the Tennant Creek mineral field.

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Figure 2 Prospects and mines within the Tennant Creek Mineral Field

44 Emmerson Resources Limited

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The main mineralisation style within the Warramunga Formation are hydrothermal Au-Cu-Bi deposits associated with magnetite ± haematite ± chlorite ironstone bodies located in dilational fault zones (Information Memorandum, 2006). In terms of magnetic intensity and texture, the ironstones of the Warramunga Formation have been subdivided into the following four distinct magnetic domains;

• Pwm (hm) siltstone - high magnetic response

• Pwm (lm) siltstone – low magnetic response

• Pws (lm) sandstone - low magnetic response

• Pwp porphyry dominated – no magnetic response

The overall geological setting of the TCMF showing the various magnetic domains is shown in Figure 3.

While aeromagnetics has played a major role in historical discoveries at Tennant Creek, recent discoveries such as at Malbec and Chariot are associated with non-magnetic haematite.

Minor shear-hosted quartz vein associated gold mineralisation has been noted in places within the TCMF. This gold-only mineralisation occurred later than the more prolific ironstone-hosted Au-Cu deposits and has a different geophysical expression (low magnetic response). It has not been a major exploration target during previous exploration programs. However, the lithological, stratigraphic, igneous and metamorphic similarity of the Tennant inlier with the Pine Creek Orogen and Tanami Region (known gold provinces) indicate that significant potential may still exist for structurally controlled non-magnetic gold deposits within the region (Gold Deposits of the Northern Territory, 1999).

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Figure 3 Geological setting of the Tennant Creek Mineral Field

Prospectus 45

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5. Regional Geological History

The interpreted geological history of the field (Inkster, D, 2000) is summarised as follows:

• 1865-1855 Ma – basin subsidence and rapid turbidite deposition of Warramunga Formation siltstone and sandstone, probably on granitic basement. Extensive felsic volcanism on basin margins. Intrusion of concordant felsic porphyry sills into wet sedimentary pile (eg: Peko and Warrego porphyries)

• 1855-1840 Ma – Peak of Barramundi Orogeny, south-over-north thrust faulting and associated folding. Tennant Creek Supersuite granite and felsic porphyry dyke intrusion. Deposition of barren magnetitechlorite-quartz ironstone sheets and lenses in tip-out region of thrust/reverse faults about 1850-1855 Ma. Granites acted as heat engines while metals (Fe-Si) and fluids were derived from the Warramunga Formation basin.

• 1845-1830 Ma – Deposition of Flynn Subgroup volcanics and shallow marine sediments. Steady migration of north-south compression through to northeast-southwest compression (shown by early east-west foliation overprinted by successively more northwest striking foliation in outcrop).

• 1830-1820 Ma – Northwest striking thrust faulting. Intrusion of intermediate Treasure Suite along Navigator Fault Zone as porphyritic hornblende diorite stocks, diorite/dolerite dykes and sills, and postmineralisation lamprophyre dykes and sills. Reactivation of earlier east-west faults as reverse faults with sinistral component (Warrego-Gecko and Nobles Nob line) and sinistral strike-slip faults (Peko Line), with 10-200m displacement. Structural thickening, dilation and brecciation of early magnetite-quartzchlorite ironstones associated with hydrothermal fluid flow to form Au-Cu-Bi mineralised magnetitechlorite-haematite-quartz-talc-dolomite ironstones. The intermediate Treasure Suite is a magmatic fluid source for Au-Cu-Bi mineralisation and characteristic Mg-Fe-Ca rich alteration assemblage (mg-rich chlorite, haematite, talc, and dolomite).

• 1825 Ma-? – deposition of Tomkinson Creek and Hatches Creek Group clastic sediments, intrusion of Treasure Suite mafic dykes/sills in basal 3km of succession.

• 1700 Ma – Post-orogenic Warrego Granite and Gosse River East Granite emplacement.

Cambrian platform sediments of the Wiso and Georgina Basin on lap and restrict outcrop of the Warramunga Formation. Recent Aeolian/colluvial/alluvial sands of 1-10m thickness cover much of the TCMF.

6. The Significance of Magnetite and Haematite

Au-Cu-Bi mineralisation in the Tennant Creek mineral field is intimately associated with magnetite and/or haematite. The mineralisation generally post-dates magnetite and haematite deposition and is associated with chlorite (+/- muscovite). However, free gold, bismuth sulphosalts and chalcopyrite are commonly in contact with magnetite and/or haematite grains.

It appears that the iron oxide minerals were important both as a geochemical trap for precipitating gold, bismuth and copper minerals from hydrothermal fluids, and because the ironstone masses act as a brittle host which cracks and brecciates during fault reactivation to allow access for fluids and maximum surface area of iron oxides for Au precipitation.

Most of the magnetite in the region appears to have been introduced, along with quartz and iron-rich chlorite, during the first ironstone-forming event associated with the Tennant Creek Granite suite around 1850-1855 Ma. Overprinting relationships indicate that some additional magnetite was also introduced early in the AuCu-Bi mineralisation event associated with the Treasure Suite intrusives around 1825 Ma.

Haematite primarily appears to be later than the magnetite (and often replaces the magnetite) and was introduced during the Au-Cu-Bi mineralisation event associated with Treasure Suite intrusives around 1825 Ma. However, some orebodies such as Warrego, White Devil and Orlando have only minor haematite (<2% volume) and it has been found that haematite is not an essential component for Au-Cu-Bi deposition. In the Chariot Main Zone orebody, textures indicate that haematite both replaces magnetite and is also precipitated in dilational zones and open spaces.

46 Emmerson Resources Limited

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The Chariot ironstone is atypical of the other mineralised ironstones in the TCMF in that it is a haematitemagnetite-chlorite breccia consisting of approximately 35% haematite, 25% magnetite, 30% chlorite, with minor talc, quartz, dolomite, pyrite and chalcopyrite. This ironstone is the most haematite-rich primary (as opposed to weathered) ironstone found in the TCMF so far and shows that rich gold deposits with >250,000 oz potential can be associated with relatively weak magnetic anomalies. Chariot also points to the possibility of a primary mineralised ironstone with no magnetite. In this case, all magnetite from the first ironstoneforming event will have been altered to haematite during the second Au-Cu-Bi mineralisation event.

Chariot is a recent discovery and further discoveries of orebodies with similar characteristics are potential targets for Emmerson to investigate. Targeting for primary non-magnetic mineralised ironstones such as Chariot, however, would be challenging and would have to rely heavily on effective structural interpretation. If the target was shallow, it could be detected by soil sampling or shallow drilling in the same way that weathered magnetite-dominant deposits are targeted.

Magnetite is an essential part of the ironstone masses that host or are closely associated with 98% of the economic gold mineralisation in the TCMF (Inkster, D, 2000). Magnetic modelling has been and remains an important exploration tool in the TCMF.

7. Historical Exploration and Production

The history of exploration in the TCMF can be broadly classified into the following four eras (Inkster, D, 2000):

• 1935-1955 (prospecting era): The gold mineralisation at TCMF is unique, and only once the association between ironstones and mineralisation was recognised, did the prospecting focus on outcropping ironstones. Classical prospecting methods led to the discovery of the Eldorado, Nobles Nob and Peko deposits.

• 1956-1989 (magnetic era): Further discoveries were made after the BMR areomagnetic survey in 1956. This included the blind discoveries at Juno, Warrego, Gecko and Orlando. Selected second and third order magnetic anomalies were drill tested by various companies including Geopeko, ADL, Cuprex and Placer, which led to the discovery of TC8 and Argo mines. It was during this period that the full extent of the White Devil mine was being realised. The presence of ironstones was confirmed prior to drilling by magnetic modelling and interpretation. Down-hole magnetic surveys were also used to target deeper ironstones, not intersected by the drilling.

• 1990-1999 (brownfields era): Brownfields exploration led to identification and mining of extensions to Gecko, White Devil, Orlando and Eldorado deposits. Gravity, EM and SAM methodology was also trialed. Predominantly non-magnetic deposits such as at Nobles Nob and Blue Moon were targeted. Airborne surveys improved resolution of magnetic mapping, and Chariot mine was discovered on the flanks of the main magnetic anomaly in 1998.

• 2000-present: The discovery of Malbec West in 2004 reinforced the potential for discovery of mineralised, haematite-rich ironstones within the oxide zone of the Warramunga Formation, where resolvable gravity signatures coincide with low order magnetic anomalies.

• Historical mine production in the TCMF has produced over 5.5 million oz gold and about 500,000 tonnes of copper since the first mine was developed in the 1930’s. A summary of a selection of the main historical producers is given in Table 1. The average recorded gold grade for gold-dominant mines, excluding tailings retreatment was 19 g/t. The average recorded grades for copper/gold mines were 2.95 % copper and 4.9 g/t gold (Gold Deposits of the Northern Territory, 1999).

Prospectus 47

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Table 1 Historic gold and copper production in the TCMF

Mine	Years	Ore (tonnes)	Ore grades	Production
Warrego1	1973-1989	4,944,000	7.6 g/t Au	1,208,064 ounces
			0.3% Bi	12,000 tonnes
			2.0% Cu	91,500 tonnes
Peko1	1951-1975	3,160,000	3.5 g/t Au	240,523 ounces
			4.0% Cu	118,884 tonnes
			0.2% Bi	7,350 tonnes
Nobles Nob1	1949-1965	2,138,156	16.5 g/t Au	1,134,282 ounces
Juno1	1967-1977	454,938	59 g/t Au	862,982 ounces
			0.6% Bi	2,293 tonnes
Gecko1	1973-1997	2,320,000	1.3 g/t Au	96,968 ounces
			4.1% Cu	93,300 tonnes
White Devil1	1987-1999	1,600,000	14.7 g/t Au	756,197 ounces
Orlando1	1961-1975	322,060	11.5 g/t Au	119,078 ounces
			0.1% Bi	320 tonnes
			1.8% Cu	4,852 tonnes
Orlando East1	1994-1997	411,300	4.8 g/t Au	63,474 ounces
			1.5% Cu	6,170 tonnes
Ivanhoe1	1965-1972	316,000	3.0% Cu	8,950 tonnes
Argo1	1986-	290,000	8.6 g/t Au	2,050 tonnes
TC82	1986-1987	39,340	22.07 g/t Au	27,916 ounces

Sources:

1. Gold Deposits of the Northern Territory, Report 11, NTGS, Department of Mines and Energy, 1999, pg 47

2. TC8 gold deposit, in Geology of the Mineral Deposits of Australia and Papua New Guinea

8. Northern Project Area – Eastern Section

8.1 Introduction

The eastern section of the Northern Project Area is located approximately 35–40km north of the Tennant Creek town site and the area forms an east-west trend that is approximately 20km in length. A locality plan overlain on geology and showing the main prospects of the eastern section of the Northern Project Areas is given in Figure 4 Map of the Northern Project Area - Eastern Section).

8.2 Project Geology and Mineralisation

The Warramunga Group sediments are represented by variably haematite-altered sandstones, siltstones, and shales. These are shown as areas shaded blue in Figure 4. Due to the extensive Cainozoic cover, outcrop in the area is limited and exploration would need to be focused upon geophysical methods.

48 Emmerson Resources Limited

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Figure 4 Map of the Northern Project Area - Eastern Section

The magnetic signatures of the prospective Warramunga Formation in this area are unique in that they are of relatively low amplitude. A more subdued response occurs where north-south fundamental structures intersect late tensional east-west structures.

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Figure 5 Magnetic domain over Northern Project Area - Eastern Section

Prospectus 49

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The western boundary of the area of interest is marked by a ~NNE trending contact between highly magnetic Flynn Subgroup to the west, as shown by yellow tones in Figure 5, and magnetite-poor Warramunga Group sediments to the east. The southern section of the area is in contact with the Tennant Creek Granite that intrudes both the Warramunga Group and Flynn Subgroup, and is characterised by a foliated and stippled (structurally deformed), generally low magnetic signature.

While the Tennant Creek Granite (shown in Figure 4) is considered to be unrelated to Au-Cu-Bi mineralisation, the long northern contact of this unit provides a low pressure zone and focus for the emplacement of younger and potentially ore-bearing magmas. The subdued magnetic response may be associated with the presence of hydrothermal haematite and the destruction of magnetite (demagnetisation).

Within the central eastern portion of the area, there is an easterly trending subtle linear magnetic high which runs along the course of a creek. This anomaly could be indicative of magnetic sediments belonging to the Flynn Subgroup or a haematite-dominant body hosted by Warramunga Group sediments.

The proximity of this major anomaly to the mineralisation in the area warrants further examination. The subtle magnetic anomalies at Marathon and Troy were drilled by the Western Mining Corporation and Giants Reef Mining joint venture in the early 1990’s and were found to be related to large haematite-rich ironstones hosting significant, although sporadic, Au-Cu mineralisation.

The gravity response in the Northern Project Area is shown in Figure 6.

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Figure 6 Prospects overlain on residual gravity map

The main prospects in the area are discussed in the following section.

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8.3 North Star prospects

A local cluster of mines was operational during the 1950’s and collectively termed North Star (Figure 4). These deposits include North Star, Katherine Star, Northern Star, Jasper Hill and Rising Star.

The Jasper Hill deposit in the North Star cluster is a narrow lode zone of intermittent high grade intercepts. The main mineralized section is 60m in length and extends up to 40m in depth. There is evidence of a strong geochemical zoning at Jasper Hills with the western pod enriched in bismuth and the eastern pod enriched in copper. The higher bismuth in the western pod is consistent with the average gold grades compared to the lower gold grade and higher copper grades in the eastern pod. Prior exploration in this area has focussed on small individual prospects.

8.4 Edna Beryl mine

The Edna Beryl mine is located approximately 700m south of the Carraman mine and comprises faultcontrolled quartz-haematite veins and lenses. The mine was active from 1935 to 1959.

8.5 Marathon prospect

The Marathon deposit lies at one end of the 3km long Marathon–Edna Beryl trend which is associated with an east-west gravity ridge, as seen in Figure 6. The Marathon prospect was discovered by the Giants Reef Mining / Western Mining Corporation joint venture in 1991 (Giants Reef Prospectus, 2002). Early intersections of 7m @ 170 g/t Au and 14.2 m @ 4.6 % Cu (TCMD-037) (Giants Reef Mining, 1994) were encouraging and further drilling indicated that the mineralisation is associated with iron-oxide pods which extend to a depth of 348m below surface. The company considered sinking an exploration shaft to provide access for underground drilling, but this did not eventuate.

8.6 Troy prospect

The Troy deposit predominantly hosts copper mineralisation associated with mineralised lenses within a sub-vertical shear. Copper mineralisation is associated with a sub-vertical shear hosting lenses of copper mineralisation within an inner alteration assemblage of haematite + jasper + quartz ± chlorite zone and talccarbonate. The deposit has a vertical extent of 300m from 225m below surface to 525 metres.

The discovery of Troy was made in 1991 during the Giants Reef Mining / Western Mining Corporation joint venture. Two adjacent targets were identified using down-hole magnetics. The deeper, larger target extends from 350m below surface, and was RC diamond drilled to 591m in late 2000. While the drillhole did not intercept the magnetic body, some encouragement was received when a wide zone of chlorite alteration was intersected yielding 26.8m @ 0.22 %Cu and trace gold. This intersection included 2m bornite @ 1.83 %Cu (Giants Reef Prospectus, 2002).

8.7 Thrace prospect

The Thrace prospect is a magnetic anomaly central to a 3km long prospective corridor of Au-Cu occurrences between the Marathon and Edna Beryl prospects. It was discovered by Giants Reef Mining in 2000, with initial drilling yielding the following results: 11m (from 254m) intersection assayed 16.5 g/t Au and included 2m @ 90g/t Au. The hole also encountered 5m @ an average 1.26% Cu (Giants Reef Mining Annual Report, 2001) and haematite, carbonate, chalcopyrite, quartz and chlorite alteration. A follow-up drillhole in search of an upward continuation of mineralisation passed through the ironstone and the alteration zone. The gold and copper grades encountered were low suggesting that the main mineralisation may exist below the high grade mineralisation encountered in the initial drillhole.

Prospectus 51

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9. Northern project area – Western section

9.1 Introduction

The western section of the Northern Project Area is located approximately 20km north west of the Tennant Creek town site. It includes the Orlando and Gecko mines, and the Queen of Sheba, Golden Slipper, Vivid, Olivewood, Pigale and Marion Ross prospects.

Figure 7 is a map of the western section of the Northern Project Area which shows the location of the prospects.

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Figure 7 Map of the Northern Project Area - Western Section

9.2 Orlando mine

The Orlando deposit had been mined by both open cut and underground methods. The underground workings were started by Peko Mines NL in the 1960’s and closed in 1975 due to low copper prices and poor ground conditions. Open pit mining followed under the ownership of Normandy Mining Limited, with the most recent mining event being the stage 2 Orlando pit. The pit was mined over 14 months and completed in October 1997. Several remnant ore bodies and pockets of high grade remain in place (Giants Reef Prospectus, 2002).

The mineralisation at Orlando is comprised of a series of east-west trending lenses hosted in two shear zones striking east-southeast. The lenses have formed along shear zones, which have resulted from tight regional folding. The main shear zone runs the length of the existing pit, strikes at 80° and dips at approximately 60° to the south.

The mineralised structures are usually marked by haematite-kaolin-chlorite alteration of the host rocks. The deposit contains significant copper and gold mineralisation and associated arsenic, cobalt, and bismuth.

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9.3 Gecko mine

The large Gecko copper-gold mine is located approximately 55km NW of the Tennant Creek town site. The Bureau of Mineral Resources conducted an airborne magnetic survey of the area in 1956, and the Gecko deposit was discovered by Peko Mines Ltd who followed up these anomalies. Surface drilling began in 1967, followed by shaft sinking in June 1970. Additional discoveries were made through underground drilling which served to extend the life of mine. Due to falling copper prices and mining difficulties, the mine was put on a care and maintenance basis in 1981.

Normandy Mining acquired the mine in 1991 and began remnant mining whilst a feasibility study, based on new diamond drilling, was being completed. The study showed the deposit to be economic to mine.

Full production was reached by mid 1995 and continued until 1999 when low commodity prices again forced the mine to close and it remains closed.

The host rocks at Gecko are a sedimentary sequence of shales, siltstones and greywacke with some intercalated haematite-rich shale units. The iron-oxide pods comprise varying amounts of magnetitehaematite-quartz and chlorite, and are irregular in shape, typically sub-vertical with an east-west strike.

A distinct alteration halo typically surrounds the ironstones, and consists of strongly chloritised and often sheared sediments from a few centimetres to 10m thick. Mineralisation occurs as thin, near vertical lenses, within and transgressively to the iron-oxide pods, and often continues into the adjacent chlorite-altered sediments. Lenses are generally patchy and discontinuous between sections.

Enrichment also occurs within the breccia unit, forming small satellite bodies high in copper and bismuth. The dominant economic mineral is chalcopyrite with irregular zones rich in gold and bismuth.

9.4 Golden Slipper prospect

This prospect was investigated by Normandy who drilled on a 10m x 10m grid to 30m below surface above the main ore body. Mineralisation was intersected in only four drillholes (Table 2) and Normandy concluded that mineralisation therefore started at 30m depth.

Table 2 Golden Slipper prospect - main ore zone intercepts

Hole ID	Length (m)	Au (ppm)	From (m)	Notes
GSRC-008	15	4.55	40
GSRC-008	32	11.71	42	Abandoned in centre of ore zone
GSRC-002	28	12.53	62
GSRC-015	5	1.88	29	Abandoned in top of ore zone

Source: Motton, N T, 2004. Shallow Resource Summary

The orebody appears to be a pipe-like structure which dips steeply east, and appears to have a steep southeast plunge. The body is approximately 30m in length and 20m wide and mineralization, where intersected, appears to be very coherent. Further exploration could clarify the potential for extensions to the down and up-plunge of this mineralisation.

9.5 Marion Ross prospect

Marion Ross and Golden Chance are two small historic mines located within a NW trending shear zone that is parallel to and approximately 1km west of the Gecko mine. There is 1km long zone of silicification and alteration. The sole intersection of the area was 1m @ 3.3 g/t Au from RAB drillhole near the old Marion Ross mine. The true nature of the zone is unknown and could be the surface expression of a NW fault or a concealed mineralised zone at depth.

Prospectus 53

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10. Southern Project Area (Includes MT Samuel JV Area)

10.1 Introduction

The Southern Project Area is located approximately 5km southwest of the Tennant Creek town site. There are two main lines of mineralisation; the Chariot and Mt Samuel-Eldorado lines. Historical production recorded from the main mines includes 151 kilo ounces Au at an average grade of 19.5 g/t (Mt Samuel-Eldorado) and 165.8 kilo ounces Au at an average grade of 13.3 g/t and 986 tonnes of Cu at an average grade of 1.2%.

10.2 Mt Samuel area

The Mt Samuel group of mines (Figure 8) are located on a well-exposed line of hills comprising altered Warramunga Group metasediments containing numerous quartz-haematite ironstone outcrops.

Weathered outcrop of the lease area is well exposed, despite approximately 60% of the area being under colluvial cover. Outcrop has been mapped as hydrothermally altered and sheared Proterozoic Warramunga Group, and porphyritic intrusives.

Previous exploration has focused on the potential a group of clustered, moderate to high amplitude magnetic anomalies located in a belt extending from 2.5km to 11km to the west of the defunct Eldorado mine. Haematite-magnetite pods in the area were tested for potential gold mineralisation. The line of ironstones in the Southern Project Area forms the western end of the Nobles Nob–Juno–Eldorado line of deposits. No exploration of the leases has been undertaken since September 1988, when the Mt Samuel Sacred Site complex was declared and registered.

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Figure 8 Map of the Southern Project Area

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10.3 Chariot mine

The Chariot deposit (Figure 8) is located 9km west of the Tennant Creek town site, on the western section of the Peko Au-Cu mineralisation trend (Figure 2). It was discovered by Normandy Tennant Creek, and acquired by Giants Reef Mining in 2001.

The Chariot deposit is the largest primary (hydrothermal) haematite deposit discovered at Tennant Creek to date. Prior to the Chariot discovery, only small primary-haematite deposits had been discovered (e.g. Edna Beryl and Billy Boy).

The deposit has a very low sulphide content (<1% volume pyrite-chalcopyrite and trace bismuth) which is consistent with the highly oxidized haematite association. While mineralised magnetite-zones can extend up to 20m wide, the Main Zone iron-oxide body averages 10m wide. Around 60% of this material is mineralised with gold being best developed in the upper section of the haematite body.

The structure at Chariot is similar to other Au-Cu deposits located along the Peko trend in displaying a sinistral strike slip control of dilation and mineralisation. The characteristic shape of these deposits is a steep northerly dip, a strong vertical continuity (200-500m) but a limited horizontal continuity (80-200m).

The Bureau of Mineral Resources (BMR) conducted initial drilling into the Chariot anomaly in 1960 but the holes were drilled in the footwall of the current Northern Lode. Geopeko later drilled a diamond hole underneath the BMR hole and intersected weakly mineralised talc-magnetite-dolomite ironstone in the current Southern Lode. Both holes were drilled down-dip of the cleavage, which dips steeply to the north.

In 1984 North Flinders Mines (NFM) conducted a high-resolution ground magnetics survey that better defined the overall geometry of the Chariot anomaly. This was followed up by vacuum drilling on a 50 X 10m or 50 X 20m grid. While the anomalous Au, Cu and Bi values were patchy, they were mostly encountered to the south of the magnetic anomaly.

The discovery of the Northern Lode (comprised of the Eastern Shoot and Main Zone) in 1998 was significant in the evolution of exploration with the TCMF. The Main Zone ironstones are a haematite-magnetite-chlorite breccia consisting of approximately 35% haematite, 25% magnetite and 30% chlorite with minor talc, quartz, dolomite, pyrite and chalcopyrite. The ironstones occur within sinistral strike-slip dilation zones, 2 to 15m wide, striking at 080°and dipping steeply to the north. The mineralised Northern Lode is on the north limb of an anticline, while the poorly mineralised Southern Lode is located in the axis of the anticline.

The predominant exploration model prior to the discovery of the Chariot Northern Lode in 1998 was that larger deposits had a magnetite association and therefore presented as magnetic anomalies. The Chariot discovery illustrated that significant gold deposits can be associated with relatively weak magnetic anomalies, and that reliance on magnetics alone could potentially underestimate the exploration value of the field. Using magnetics and simple models alone, it is likely that the Northern Lode may not have been discovered.

Chariot appears to be formed in an intermediate-setting where there is a transgression between later oxidized haematite and earlier residual magnetite. Targeting for primary non-magnetic mineralisation would have to rely more heavily on gravity and structural models. These target areas may be identifiable through inverting the magnetic and gravity data and testing the interface.

Prospectus 55

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10.4 TC8 mine

The TC8 mine is located 3km west of the Tennant Creek town site and was operated between 1986 and 1988.

Mine production commenced in 1986 following a period of exploration and development that began in the early 1970’s when Western Nuclear Australia Ltd completed a low level airborne magnetic survey. Anomalies were drilled by Western Nuclear, the Aquitane-Penarroya-Preussag Joint Venture and by Peko Wallsend Ltd, resulting in the discovery of the gold pod at TC8. In 1985 Norseman Gold Mines NL acquired the TC8 property and began shaft development.

There is little natural outcrop in this area but drilling shows the underlying rocks are Warramunga Formation sediments with varying degrees of haematite alteration (often after chlorite).

The TC8 gold deposit sits on the margin of the inferred intersection of the Lone Star and Peko line, as shown in Figure 9. The deposit is magnetite-rich and lies within a series of folded chloritic sediments, which also contain a thick (5-10m) hematitic shale unit. Mineralization is associated with several magnetite lenses and magnetite stringer zones that are irregularly developed from a broader chlorite feeder-zone, present to the east and west of the deposit. The TC8 system has an easterly strike of about 160m and a width ranging from 10 to 25 metres. The top of the body is 20m below surface and extends to 375m in depth. The body plunges at 65° to 85° north with southerly plunge reversals at 250m and 370m depth. The high-grade TC8 gold pod is located within this major structural flexure.

The orebody is 50m long and 6–12m wide and occurs over a vertical interval of 50m between 220m and 275m depth within and below a discrete magnetite lens toward the eastern end of the magnetite system. Gold values occur around the base and sides of the magnetite body immediately above the uppermost plunge reversal, the magnetite also passes through the haematitic shale unit.

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Figure 9 Location of TC8 relative to lines of mineralisation

Potential exists for deeper repeats of the gold-rich deposits discovered within the TC8 gold deposit.

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11. Western Project Area

11.1 Introduction

The Western Project Area is situated approximately 50km northwest of the Tennant Creek town site. Several historical mines occur in project area, including White Devil, Black Angel, and Warrego mines. There are two main lines of mineralisation; the Warrego–White Devil line and the Ivanhoe line.

Figure 10 shows the location of the Western Project Area overlain on geology and showing prospects.

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Figure 10 Map of the Western Project Area

11.2 Warrego mine

The historic Warrego mine is located 45km northwest of the Tennant Creek town site and has been the most productive mine in the Tennant Creek region. Full production commenced in 1973 and ceased in 1989. Production details are given in Table 1. For many years, the Warrego mine was a notable copper and bismuth producer within the Australian industry.

The Warrego deposit was concealed beneath cover and was discovered by Peko Mines Ltd who tested a prominent magnetic anomaly identified by the 1956 BMR magnetics survey. The discovery of the Warrego deposit was the ultimate validation of the magnetic prospecting model which continued to drive exploration at Tennant Creek for many years.

The main structural feature associated with the Warrego deposit is the north-northwest trending Hanging Wall Fault. It is thought to be east-side up and while the extent of movement on the fault is unknown, the contrasting lithologies on either side of the fault suggest a moderate to significant displacement.

Prospectus 57

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The rocks to the west of the fault are haematitic sandstones and shales with a predominant quartz and muscovite assemblage and disseminated chlorite and haematite. The rocks to the east of the fault are more intermediate to the ore body and are a variably chloritised, quartz + muscovite schist, meta-quartzite and spotty chloritic shale with disseminated magnetite.

Outcrops of the Warrego Granite occur some 800m to the west of the deposit but based on the contact metamorphic mineral association, the granite may be closer to the ore deposit at depth. The granite is alkaline in nature as indicated by the potassic feldspar and biotite mineralogy.

There is a 10km zone of moderately dipping cleavage on the eastern side of the Warrego Granite which contrasts with the steep, easterly-dipping, district-scale cleavage. The anomalous cleavage appears to be related to the reclined folding associated with the granite intrusion and contact. It would contain more dilation (low pressure zones) than the steeply dipping district cleavage and if a late mineralizing event has occurred at Tennant Creek, then this moderately dipping cleavage would present a favourable trap. The 10km NS strike-length increases any exploration potential for Emmerson.

By modelling the Warrego Granite contacts in three dimensions, it should be possible to delineate high priority targets (i.e. potential repetitions of the Warrego deposit).

Copper mineralisation at Warrego had an average grade of 2% copper and was relatively evenly distributed throughout the lode. It occurs exclusively as chalcopyrite and fills the fractures along the margins of the magnetite bodies and also as intergrowths with quartz and chlorite in the peripheral areas. The main Bi bearing ore mineral is Bismuthinite which occurs as rounded mineral inclusions in the chalcopyrite.

Gold mineralisation is typically low grade (1 g/t to 2 g/t) except in specific high grade shoots that occur in the footwall zone. This suggests that the gold mineralisation occurred late in the metallogenic paragenesis. Gold rich zones are typically found at depth below the copper-bismuth/ bismuth-only zones. The gold-bismuth rich pods have an average grade of 20 g/t gold and 2% bismuth but locally may exceed these grades.

There is a gradation both vertically and laterally from gold-rich to gold-bismuth and copper-gold–bismuth mineralisation which mirrors the zonation pattern recorded in other deposits in the mineral field.

The Warrego Hanging Wall shoot is a relatively shallow gold occurrence that is up-dip from the main Warrego deposit. The depth of the ore body is 50-150m below surface. Giants Reef mining concluded in 2002 that further drilling was warranted and it remains a viable target for Emmerson.

12. Eastern Project Area

12.1 Introduction

The Eastern Project Area is located approximately 10km from the Tennant Creek town site. Several prospects and mines are located within the project area. These are the Argo mine, Golden Kangaroo prospect, Billy Boy prospect, Hopeful Star prospect, TC-40 prospect, Callisto, Ganymede, and Gossan Hill prospects. Figure 11 shows the location of the Eastern Project Area and prospects.

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Figure 11 Map of the Eastern Project Area

12.2 Argo mine

The Argo mine (Peko) and surrounding prospects are located 4km south east of the Tennant Creek town site. Argo was discovered by Geopeko in 1968 after testing a bulls-eye magnetic anomaly. Further drilling commenced in 1969 and returned significant grades and widths of Au-Cu mineralisation associated with iron oxides.

Outcrop within the Argo and nearby Explorer 38 leases is minimal, and consists of minor outcrops of sandstone, phyllic sediments and minor siltstone belonging to the Warramunga Formation. The sediments outcrop as very low rubble slopes with minimal relief. Bedrock vacuum drilling over the area of the leases has outlined a dominance of weathered siltstone, minor sandstone, greywacke, and quartz porphyry with minor to common quartz veining.

The Argo and Explorer 38 ironstones are typical of those found on the Peko–Chariot line in that they have a sinistral control of dilation and mineralisation and are pipe-shaped (vertical). Neither of the deposits has a surface expression, and both deposits occupy the axis of an east-west trending anticline, dipping at 75[o] to 80[o] north.

The ore body at Argo comprises a hanging wall of dominantly magnetite-pyrite and a footwall of magnetitedolomite-chlorite-talc, both of which are enveloped by an extensive dolomite-rich alteration system. The gold mineralisation occurs at the top of the magnetite-pyrite body, which is not typical of the majority of Tennant Creek ironstones.

The magnetic signature of the leases is dominated by the two major bullseye magnetic anomalies within the Argo and Explorer 38 tenements. These anomalies are located within a broad but lower relief east-west trending band of magnetic ridges.

Prospectus 59

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The Argo and Explorer 38 leases cover a broad, E-W trending gravity ridge of moderate amplitude covering an area of approximately 7km x 3km. The ridge is within the larger gravity signature which hosts all of the known deposits in the south-eastern region of the Tennant Creek mineral field. The gravity signature may reflect a relatively thick ‘thrust-wedge’ of Warramunga Formation sediments, surrounded and possibly underlain at relatively shallow depths by the Tennant Creek Granite, which itself appears as a large gravity ‘low’ to the east, south and north of the ridge of higher gravity response.

The Argo deposit is located in the central part of a major east-west shear zone that is believed to be the reactivation of an earlier thrust spur from a deeper first order thrust of the Warramunga Formation over the Tennant Creek granite. It is an area of known mineralisation and may represent a distal component of a larger system at depth (down dip of the thrust surface). Further gravity surveys and inversion modelling may assist in defining the existence and location of areas for testing.

12.3 Golden Kangaroo prospect

The Golden Kangaroo prospect is located 15km ESE of Tennant Creek town site. There are three Golden Kangaroo deposits. Golden Kangaroo #1 is a gold-only deposit, whilst the other two are copper-gold deposits.

Mineralization at Golden Kangaroo #1 occurs as a stacked series of east west striking steeply north dipping lenses, which vary in strike length from 10-50 metres. From surface and underground drilling, it has been established that the lenses are generally 80-110m below surface.

Two phases of underground mining have been attempted, but were unsuccessful due to the discontinuous, poddy nature of the ore. The central deposit has been drilled on a 10m x 10m surface drilling grid and underground fans of drilling which has closed off the high grade mineralization.

The package of lenses is approximately 20m thick with five distinct lenses occurring in this zone.

Untested exploration potential includes:

• The surface directly above the deposit is a small steep hill which has made drilling up-dip from the deposit prohibitive. Immediately east of the deposit the mineralized structure appears to be under shallow cover. Gold anomalism is still present in both the easternmost and westernmost sections and up-dip. The mineralisation is essentially open in all directions although the grade generally appears to be less than 1 g/t Au.

• Potential exists for repetitions of higher grade lenses along strike and up-dip, particularly to the west. The west is more prospective because surface mapping indicates a larger dilation zone of brecciation.

• Anomalous gold in drillhole ADL-465 occurs near the east end of the hill and this may represent a new zone of mineralization at a higher level than previously recorded.

• The Kestrel prospect is probably on strike to Golden Kangaroo #1, approximately 390m east, where two lines of drilling intersected broad zones of anomalous gold. The area between the two prospects is flat with shallow cover. No drilling has occurred in this area to date.

12.4 Billy Boy prospect

Billy Boy is located 27km east of Tennant Creek and lies in an under-explored area. The prospect and surrounding area lie outside of the main magnetic Tennant Creek mineral field. Local geology is dominated by recessive topography and an expanse of iron rich soils that are cut by alluvial channels. The eastern edge of this area is marked by a string of large magnetite pods some of which have limited mineralisation.

Billy Boy and other apparent haematite-breccia pods (see Figure 12) have silicified caps and stand out as small outcrops that are surrounded by larger areas of lower grade chlorite, clay and haematite alteration.

The host material of the high-grade gold mineralisation is a brecciated haematite-rich unit containing variable amounts of jasper, clay and chlorite. The competency of the material varies greatly from completely friable material to silicified zones. The more friable material may represent weathering of carbonates from a CO2 rich system as evidenced by the extensive crystalline haematite.

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Figure 12 Haematite breccia at Billy Boy

The high grade pod sits in a continuous north-south zone of alteration and mineralisation that is currently defined as being 300m in length and open to the south and at depth. The zone dips 55[0] west and the higher grades lie within the footwall section. Most of the economic copper intersections lie within the weathered zones, occurring as malachite, chalcopyrite and bornite. The high grade zones are composed of extremely friable clay-chlorite material with sparse to abundant haematite veining. The high grade ore drilled to date indicates a thickness from 12-24m in section and extends to a depth of at least 80 metres.

The weathered nature of the material makes it difficult to measure structural features. Drilling has been conducted on the premise of the north-south alignment of the outcrop, which is regionally anomalous. The few core holes suggest the sediment bedding dips steeply to the west. Additional deeper and more widelyspaced core drilling is required to define the structural relationships in this area.

Away from the high zone, there are numerous significant intervals of Au, Cu, and Bi within the altered zone of mineralisation and in the hanging wall and foot wall greywackes and siltstones.

The discovery of Billy Boy was made in the first drillhole (FAR-001), following positive results from surface rock chip sampling. By the end of the first quarter to March 1999, scout drilling had defined a zone of continuous mineralisation for 300m that appeared to be open at depth below the base of oxidation and possibly open to the south.

Notable drill intersections to date by Giants Reef (Giants Reef Mining Quarterly Report, 1999) are indicative of the high grades found elsewhere in the Tennant Creek field:

• FAR-001 12 m @ 3.23 g/t Au and 12.3 %Cu (47–59m)

• FAR 005 24 m @ 43.56 g/t Au and 2.47 %Cu (55–79m), overlapping 20m @ 2.96 %Cu

• FAR-010 18 m @ 9.98 g/t Au (70–88m), including 7m @ 23.8 g/t Au

A number of other prospects surrounding Billy Boy have been identified and are detailed in Table 3.

Prospectus 61

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Table 3 Other prospects in the Eastern Project Area

Prospect	Description	Intercept
Explorer 2111	Prominent ironstone hill with coincident gravity	2m @ 51.8 g/t Au
	anomaly located 2km NE of Billy Boy
Spotty Dog2	Zone of clay-haematite alteration located	7m @ 0.16 g/t Au
	NE of Billy Boy
Fairway2	Underside of ironstone located 400m east	3m @ 0.69 g/t Au
	of Billy Boy

Sources: 1. Motton, N T, 2004. Shallow Resource Summary

1. Giants Reef Mining Quarterly Report January 1-March 31, 1999

Billy Boy is surrounded by red soil plains and is located within a recessive zone that is bordered by more prominent magnetite-rich rocks. The area is interpreted as being low magnetic sandstone with occasional small and low amplitude magnetic anomalies. Overall, it is suggestive of a large zone of magnetite destruction possibly associated with wide scale hydrothermal fluid circulation.

The major significance of Billy Boy and the associated haematite breccias is not their size or grade but that they appear to be an expression of shallow iron-oxide copper-gold (IOCG) mineralisation, with the potential for a large preserved system at depth. This mineralisation style appears similar in nature to the large shallow IOCG deposits (e.g. Olympic Dam) and is different from the known structurally controlled magnetitehaematite deposits that have been the foci of historical exploration and mining.

12.5 Hopeful Star prospect

The Hopeful Star prospect (including the Hopeful Star and Hopeful Star East) is located 17km ENE of the Tennant Creek town site. The area is also known as the Golden Mile area. Production ceased in 1969.

The area is located at the northern margin of an E-W trending weak gravity high ridge. The gravity signature of this ridge intensifies to the southwest and southeast, and contains all known deposits in the southeastern region of the mineral field (Nobles Nob etc). The Hopeful Star area occupies the gradient between this ridge and the southern margin of a large gravity low to the north which is believed to represent Tennant Creek Granite.

The magnetic signature of the area is very subdued, and there is no indication of concealed magnetite bodies. The Hopeful Star leases are located 5.5km west of the Billy Boy prospect. The Billy Boy prospect is located in a similar stratigraphic setting, has a similar subdued magnetic setting and is a steeply plunging haematite jasper breccia, which contains high-grade gold and (secondary) copper intersections.

The Hopeful Star prospect is dominated by a conical shaped mesa (the ‘Tooth’) comprised of ironstone plunging at about 45° northwest on a sheared east-west contact with hematitic breccia. The hematitic breccia is composed of rounded nodules of haematite, angular fragments of shale, greywacke, siltstone in a matrix of quartz, haematite and minor carbonate stringers and veins, forming a stock work which is mineralised at the surface.

The Tooth ironstone/ breccia hill is located on an ENE trending shear zone, parallel to and on the northern limb of a small anticline which plunges shallowly to the ENE. The anticline has been mapped as comprising Warramunga Group iron-rich greywacke, and the axis is located 120m to the ESE of the Tooth hill. The glory hole located to the east of the Tooth hill is located on an ESE trending fault in the core of the anticline.

A second WNW trending shear zone which crosscuts the ENE Tooth shear zone is evident. The WNW shear zone hosts the Hopeful Star East workings which is a haematite ironstone/ breccia outcrop to the north west of Hopeful Star. The shear zone continues to the WNW, and hosts a further haematite ironstone/ breccia located 100m further along strike. The WNW trending Mary Lane Shear is located approximately 2.5km to the south of the leases.

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Exploration in this area has focussed on magnetics, despite this being a magnetically subdued haematite area. Numerous shallow drilling programmes have been undertaken but the assays have not been encouraging (≤ 1 g/t Au).

Shallow vacuum and deeper RAB/ RC drilling completed on all of the shear zones by Normandy has indicated anomalous but sub-economic gold mineralisation associated with all of the shears. RC drillhole HRC-008 intersected 26m @ 1.04 g/t Au from 13m in the southern (main shaft) shear zone, and vacuum drill hole VDH-002 recorded 12m @ 3.8g/t Au from 1m below surface adjacent to the ‘slot’ shaft, also in this southern shear zone (Normandy Tennant Creek Internal Report, 2000).

It is noteworthy that a substantial amount of exploration that has been undertaken at Hopeful Star, given that only a limited number significant intersections (>1 g/t Au) have been made to date. Several generations of explorers have maintained a sustained interest in this area, although the significance of haematite was overlooked.

In addition to the similarities between Hopeful Star and Billy Boy, they are located 5km apart, and it can be speculated that Hopeful Star and Billy Boy define the western and eastern boundaries of a large concealed haematite mineralising system of significant extent, defined as magnetically quiet area.

This area requires further detailed evaluation.

12.6 TC-40 prospect

The TC-40 prospect is located 13km ENE of the Tennant Creek town site. There are numerous small workings in the vicinity of TC-40 but the recorded production figures are negligible (<150 oz Au).

The geology of the area is comprised of siltstones, arenites and greywackes of the Proterozoic Warramunga Group. There are numerous small specular haematite outcrops throughout the central part of the lease and quartz-filled shears occurring as stringers and massive blows 2-3m in width. Fault splays in the area are interpreted as being contemporaneous with the Quartz Hill Fault, a late, regional NW-trending fault located to the immediate SW of the area.

Exploration has concentrated on exploring for ironstone-hosted gold mineralisation around the small mines and workings in the area. Geological mapping confirmed small specular (crystalline) haematite outcrops offset some 60m east of the magnetic anomaly.

Drilling programs have defined a northerly dipping (50[0] -60[0] ), easterly plunging, E-W striking ironstone body. The local structure is a tightly folded anticline. Mineralogical zoning from surface to depth is specular to massive haematite with a small magnetite zone, and chlorite alteration at depth.

Selected assay results from Normandy’s drilling (NTC Regional Exploration Review, 2000) were:

• BGDH-461: 1 m @ 6.4 g/t Au, 3 ppm Cu and 15 ppm Bi from 20 to 21m within sheared turbidites and; 1 m @ 1.56 g/t Au, 12 ppm Cu and 25 ppm Bi from 48 to 49m within ironstone

• BGDH-463: 1 m @ 18 g/t Au, 405 ppm Cu, 4.5 % Bi and 470 ppm Pb from 51 to 52m within sheared and brecciated mudstone and sandstone

• BGDH-473: 2 m @ 1.94 g/t Au from 67 to 69m within ironstone

• BGRC-005: 1 m @ 0.42 g/t Au from 125 to 126m

• BGRC-001: 2 m @ 2.6 g/t Au from 19 to 21m in a quartz vein

The presence of specular haematite and sericite in combination with the talc carbonate alteration (albeit minor) in an offset position is interesting and is supported by the anomalous and occasionally high-grade, but inconsistent, intersections. Mapping and further understanding of the alteration and structural patterns of the larger area are necessary factors in understanding the potential of this area.

Prospectus 63

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12.7 Callisto prospect

The Callisto prospect is located 27 km east of Tennant Creek, and it is approximately 1.5 km SSE of Blue Moon and 4 km SE of Billy Boy. The prospect lies within the wider area of magnetically subdued Warramunga sandstone that contains several other incidences of haematite-rich Cu-Au mineralisation. Exploration for nonmagnetic targets in this area was conducted by Giants Reef, and included drilling along a strike length of 90m to test outcropping haematite bodies. A summary of the drillhole intersections is given in Table 4.

Table 4 Callisto prospect - drillhole intersections above 1 g/t Au

Hole number	From (m)	To (m)	Intersection (m)	Grade (g/t Au)
CLP-003	50	58	8	1.26
CLP-005	26	46	20	2.48
CLP-007	28	45	17	2.97
CLP-011	32	42	10	2.97
CLP-012	28	42	14	1.94

Source: Giants Reef Mining Annual Report, 1998

The area remains under-explored, especially for non-magnetic (haematite-dominant) styles of mineralisation. The widespread distribution of economic grades associated with haematite mineralisation at shallow levels (+ 100m) is encouraging and further exploration is required to test for a larger, concealed deposit at depth.

12.8 Ganymede prospect

Ganymede is located 26 km from the Tennant Creek town site; one kilometre west of Callisto and 1 km south of Blue Moon. The prospect lies within the wider area of magnetically subdued Warramunga sandstone that contains several other incidences of haematite Cu-Au mineralisation. The prospect was discovered as part of Giants Reef exploration for non-magnetic targets in this area.

Eighteen holes have been drilled along a strike length of 175m to test outcropping jasper-haematite bodies where surface outcrop samples returned assays up to 0.54 g/t Au and 1,390 ppm Cu. Sixteen holes returned significant results with favourable alteration assemblages and elevated copper levels. Economic copper levels appear to be secondary in nature and significant intersections were made in three holes. A summary of the drillhole intersections is given in Table 5.

Table 5 Ganymede prospect - drill hole intersections above 1 g/t Au

Hole number	From (m)	To (m)	Intersection (m)	Gold grade (g/t)	Copper grade (%)
GMP - 5	13	19	6	9.4	5.34
Including	15	21	6	-
GMP – 7	25	37	12	-	1.5
Including	26	27	1	9.0	2.37
GMP – 8	26	55	29	-	3.82
GMP- 14	15	18	3	1.9

Source: Giants Reef Mining Annual Report, 1998

The area remains under explored, especially for non-magnetic (haematite-dominant) styles of mineralisation. The wide spread distribution economic grades associated with haematite mineralisation at shallow levels (+ 100m) is highly encouraging and further exploration is required to test for a larger, concealed at depth.

64 Emmerson Resources Limited

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12.9 Gossan Hill prospect

The Gossan Hill prospect is located 1 km south east of the Billy Boy prospect. Initial drilling in the late 1990’s located long intersections of talc, carbonate and chlorite alteration associated with anomalous levels of copper, gold and bismuth. This extensive alteration was indicative of ‘capping’ alteration seen at many highgrade copper-gold deposits within the Tennant Creek mineral field. The talc-carbonate association is often associated with high-grade gold mineralisation.

Two holes were drilled (total 250 m) which identified the alteration zones. Best intersections were from GHR007: 22 m @ 0.13 %Cu (from 63 m) and 1 m @ 3.35 g/t Au and 0.13 %Bi (from 117m).

This is a lower order priority but adds further encouragement of the widespread alteration and mineralisation present in this focused and magnetically-subdued area, which has received only minor attention from past explorers.

13. Emmerson Exploration Strategy

The known mineral field at Tennant Creek has largely been defined by outcropping/sub-cropping magnetitealtered sediments of the Warramunga Formation. All known economic deposits to date have been located within this stratigraphic horizon.

The exploration model that has been predominant from the 1930’s to the 1990’s has been based on small, high-grade deposits with a mainly magnetite association. Regional airborne magnetic surveys flown by the government agencies in the 1930’s and 1950’s assisted explorers in identifying and testing ironstones (ironoxide pods and concentrations) and magnetic anomalies. This magnetic approach has been validated over the years by the discovery of prospects such as Juno, Argo, Warrego, Gecko and Orlando.

The mineralisation associated with the magnetic anomalies was often weak and constrained. It is now demonstrated that this relationship is largely spatial in that of over 700 pods of ironstone identified in the goldfield, only 200 of these display gold anomalism. Of the ironstones displaying gold anomalism, only 25 have produced more than 2700 ounces of gold. The large gold deposits are all located within major shear zones and are associated with anomalous gravity responses. Furthermore, the largest deposit at Tennant Creek (Nobles Nob) displays only a weak magnetic response.

The introduction of gravity surveys in the early 1990’s was initially intended to support magnetic targeting. The Tennant Creek Mineral Field has been broadly classified as an Iron-Oxide Copper Gold (IOCG) Province, albeit a magnetite-rich end member. This classification does not address the significance of deposits that display haematite-magnetite transition zones (TC-40), ore-grade haematite mineralisation (Chariot) and highgrade haematite breccias (Billy Boy). These discoveries have led to a re-evaluation of the Tennant Creek

Ironstone pods were deposited in west to west-northwest trending shear structures and are often localised in parasitic fold hinges, dilation zones in shears and other second-order structures. They represent the initial but barren stage of mineralisation associated with intrusive related iron oxide copper gold (IOCG) mineralisation.

The magnetite alteration creates material resistive to alteration and results in elevated topography during weathering and thus over represents the outcrop. Conversely the more recessive topographic areas may represent haematite altered stratigraphy and be under-explored yet highly prospective.

Emmerson believes that a major, potentially world-class ore body remains to be discovered within the Tennant Creek mineral field. It is likely to be at depth and will require sophisticated, under-cover exploration. Utilizing the vast historical data base at its disposal, Emmerson will develop a broader and more holistic understanding of the relationships between structure, alteration and mineralisation, which will allow greater predictive ability. Coupled with the use of modern technology and sophisticated exploration methodology, areas which show the greatest probability for a major discovery will be explored.

Prospectus 65

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Emmerson also recognizes that in the search for a large haematite (Au-Cu-Bi) system it is possible that the following may be discovered:

• new Tennant Creek-style deposits

• extensions (lateral and vertical) and repetitions of known mineralisation and deposit complexes

• concentrations of uranium and rare earth minerals which may be potentially economic

The discovery of smaller deposits will not reduce the focus on discovering a world-class IOCG deposit.

Emmerson will examine the following exploration concepts:

Magnetite–haematite Relationship: Magnetite forms as an earlier and usually barren alteration product and is overprinted by subsequent mineralized hydrothermal fluids. These oxidized fluids destroy or replace earlier magnetite alteration to form haematite. The exploration methodology will require sophisticated geophysical modeling and geophysical-geological analysis.

Linked thrust system: Alternate structural theories have shown the importance of low angle thrusts in providing a primary conduit for mineralizing fluids, which are later reactivated as strike-slip shear zones. Applying a linked thrust system to Tennant Creek has enormous exploration implications as it suggests that the ore fluids are transported from source, through major thrust (detachment) surfaces, and also migrate upwards along subsidiary thrusts and cleavage planes in the hanging wall of the basal thrust system. The intersection of the basal thrust and the secondary high angle thrust spur would act as an effective trap and larger deposits may be formed at depth in association with higher order structures. The exploration methodology will require structural mapping and detailed geophysical modelling.

Mineral zoning: Orebodies at Tennant Creek display a pronounced zoning upwards through the deposit from gold-bismuth, to gold-copper-bismuth/ copper-gold-bismuth to copper-bismuth.

New exploration technology

The evolution of exploration technology in recent years enables Emmerson to explore the entire field in an integrated 3D manner and more effectively than previously possible. Increased capacity in computer modelling allows better integration of gravity, magnetic, and other geophysical data, improving the spatial reliability of the data and permitting greater precision for drill testing.

New exploration areas

Modern gravity will expand exploration beyond the recognised mineral field. This will allow non-magnetic areas (haematite and altered structures) to be explored, together with the testing of depth and lateral repetitions of known mineralisation.

Deeper drilling will also be a key exploration tool in exploring both established and new exploration prospects. Apart from the larger mines, much of the drilling during the last 70 years has been at relatively shallow depths. Many shallower holes which previously intersected favourable alteration and mineralisation but returned low grades, may be re-examined.

Advanced geophysical modelling of new and legacy data sets will refine exploration target selection across the entire field. High grade mineralization associated with haematite breccias / bodies will be vigorously explored.

Outer undercover extensions of the known mineral field will be explored utilising the above technology. The poorly tested Eastern Project Area is an example of the topographically recessive, magnetically subdued and geologically anomalous areas that Emmerson believes are highly prospective for a concealed IOCG deposits.

Exploration management and budget allocation will be risk-based and employ a portfolio strategy to optimize expenditure and chances of discovery.

Exploration activity will be managed and reported on the basis of the following five project areas as discussed in the report:

66 Emmerson Resources Limited

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Exploration activity will be conducted and budgeted as a staged process:

• Stage 1: Target Definition – Identification of exploration targets using a combination of existing geological data, supplemented where required with new geophysical detection technologies.

• Stage 2: Target Testing - drilling to testing priority targets

• Stage 3: Identification of Prospects- additional drilling, geophysics and geochemistry to define contiguous ore zones

• Stage 4: Advanced Project – infill and extensional drilling to ascertain inferred resources.

A detailed exploration budget is included in Appendix 2 and a summary is provided in Table 6.

Table 6 Exploration Budget-Summary

	Year 1	Year 2
Non-project specifc exploration	420,000	380,000
Northern Project Area	1,962,500	2,313,500
Western Project Area	1,826,000	1,169,000
Southern Project Area	765,500	1,005,250
Eastern Project Area	1,191,375	1,749,750
Total Exploration	6,165,375	6,617,500
Corporate, admin and holding	1,844,000	1,904,000
Total all cash costs	8,009,375	8,521,500

14. Conclusions and Recomendations

Emmerson has secured a large tenement holding within the Tennant Creek Mineral Field (TCMF) which is one of Australia’s richest Proterozoic goldfields and has produced over 178 tonnes of gold and approximately 488,000 tonnes of copper from approximately 130 Au-Cu-Bi mines since gold was first discovered in 1874. The projects are supported by good infrastructure. Despite a long exploration history Ravensgate is of the opinion that the TCMF remains prospective for the extension of known as well as the discovery of new magnetite hosted Au-Cu-Bi deposits. In addition, minor shear-hosted quartz vein associated gold mineralisation has been noted in places within the TCMF which has not been a major exploration target during previous exploration programs. However, the lithological, stratigraphic, igneous and metamorphic similarity of the Tennant inlier with the Pine Creek Orogen and Tanami Region indicate that significant potential may still exist for structurally controlled non-magnetic gold deposits within the region.

Ravensgate agrees with Emmerson in its consideration that the Chariot high-grade gold-copper deposit is an important focus. Chariot is significant in that the prospectivity of haematite-rich, magnetically low bodies were revealed. This led to a shift in exploration focus away from reliance on aeromagnetic data. Other mines and prospects in the Southern Project Area include TC8 mine and Mt Samuel area.

Emmerson stands to benefit from the extensive dataset generated and documented by the previous explorers and plans to make use of modern gravity surveys that will expand exploration beyond the recognised mineral field. This will allow non-magnetic areas (haematite and altered structures) to be explored and depth and lateral repetitions of known mineralisation to be tested.

Deeper drilling will also be a key exploration tool in exploring both established and new exploration prospects. Apart from the larger mines, much of the drilling during the last 70 years has been at relatively shallow depths. Many shallower holes which previously intersected favourable alteration and mineralisation but returned low grades, may be re-examined.

Ravensgate agrees with the exploration philosophy adopted by Emmerson and considers it to be appropriate and commensurate with the type of mineralisation and the overall prospectivity of the project areas.

Prospectus 67

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15. References

Ahmad, M, Wygralak, A S and Ferenczi, P A, 1999. Gold Deposits of the Northern Territory. Report 11, NTGS publication

Adshead, N S, 2000. Structural Analysis of the Tennant Creek Province. Giants Reef Mining Internal Company Report

Australia’s identified mineral resources 2001. Publication of AGSO-Geoscience Australia, Department of Industry, Science and Resources, Canberra, Australia Budd, A R, Wyborn, L and Bastrakova, I V, 2001. The Metallogenic Potential of Australian Proterozoic Granites. Geoscience Australia Record 2001/12

Cattach, M K, 1996. Sub-Audio Magnetics Case Study: Orlando Deposit, Tennant Creek, Northern Territory, Australia. Internal Company Report

Chambers, C and Richards, D, 1999. Closeout Report on Normandy Tennant Creek White Devil Mine as at Closure on 30th September 1999. Internal Company Report

Corriveau, L, 2005. Iron Oxide Copper-Gold (±Ag ±Nb ±P ±Ree ±U) Deposits: A Canadian Perspective. Natural Resources Canada, publication of the Geological Survey of Canada

Edwards, G C, Booth, S A and Cozens, G J, 1990. White Devil gold deposit in Geology of the Mineral Deposits of Australia and Papua New Guinea (Ed. F.E. Hughes), pp. 849-855 (The Australasian Institute of Mining and Metallurgy: Melbourne)

Giants Reef Mining, 2002. Entitlements Issue Prospectus

Giants Reef Mining NL, 1994. Annual Report

Grange Resources website - http://www.grangeresources.com.au

Hill, J H, 1990. TC8 gold deposit, in Geology of the Mineral Deposits of Australia and Papua New Guinea (Ed. F.E. Hughes), pp. 857-859 (The Australasian Institute of Mining and Metallurgy: Melbourne) Information Memorandum Tenement Divestment Process Tennant Creek Mineral Field, 2006. Centralian Minerals Limited Internal Company Document

Johnstone, A, 2000. Tennant Creek Bedrock Interpretation, NTGS Company Presentation

Khin Zaw, Huston D L, Large, R R, Mernagh, T and Hoffmann, C F, 1994. Microthermometry and geochemistry of fluid inclusions from the Tennant Creek gold-copper deposits: implications for ore deposition and exploration in Mineralium Deposita , 29, 3, July 1994 pp. 288-300

Meteoric Resources website - http://www.meteoric.com

Motton, N T, 2004. Shallow Resource Summary. Giants Reef Mining Internal Company Report

Normandy Tennant Creek - Regional Exploration Review, 2000. Internal Company Report

Price, C and Inkster D, 2000. Tennant Creek Field Exploration Models and Geophysical Exploration Techniques 1998 – 2000, Volume 1 & 2, Internal Company Report

Rattenbury, M S, 1994. A linked fold-thrust model for the deformation of the Tennant Creek goldfield, northern Australia in Mineralium Deposita 29, 3, July 1994, pp. 301-308

Review of the Gold Exploration Potential of Giants Reef Mining Limited Properties in the Tennant Creek Gold Field, Northern Territory, 2005. Internal Company Report

Richards, D, 1999. Close Out Report on Normandy Tennant Creek Gecko Mine Project as at Closure on 20 March 1999. Internal Company Report

Smith, R J, 1997. Tennant Creek Structure. Memorandum to Graham Rankine, Chief Geologist, Normandy Tennant Creek Pty. Internal Company Report

Sulway, R, for Snowden & Associates, 2004. Orlando Resource Estimate. Giants Reef Mining Internal Company Report

Wedekind, M R and Love, R J, 1990. Warrego gold-copper-bismuth deposit, in Geology of the Mineral Deposits of Australia and Papua New Guinea (Ed. F.E. Hughes), pp. 839-843 (The Australasian Institute of Mining and Metallurgy: Melbourne) Wyborn, L, 2001. Tennant Creek Davenport Synthesis, NTGS Company Publication for Geoscience Australia 2001

Wyborn, L, Mernagh, T, Ferenczi, P, Wygralak, A, Donnellan, N, Crispe, A and Doyle, N, 2005. Common Threads In The Pine Creek, Tanami And Tennant Creek Au-Mineral Systems: Can We Sew Up New Exploration Strategies? Publication of Geoscience Australia

68 Emmerson Resources Limited

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Appendix 1 Tenement Schedule

Tenement	Name	Holder(s) 1	Year	Interest	Granted	Expiry	Ha	Km 2	Blocks	Area 2
A23236	Udall Road	GRE	Y3	100	1/12/2004	30/11/2010	106	1.05	4	SPA
EL10015	Smelter	GRE	Y4	100	29/07/2003	28/07/2009	1619	16.14	5	WPA
EL10016	Gecko Road	GRE	Y6	100	17/08/2001	16/08/2007	1620	16.17	5	NPA
EL10017	StoneyDam	GRE	Y7	100	20/03/2001	19/03/2007	648	3.24	1	NPA
EL10052	Red Bluff	GRE	Y6	100	17/08/2001	16/08/2007	8410	83.83	27	WPA
EL10077	Whippet East	GRE	Y6	100	25/09/2001	24/09/2007	1620	9.69	3	NPA
EL10079	Settlement	GRE	Y5	100	1/05/2003	30/04/2009	527	5.25	2	NPA
EL10101	Binary	GRE	Y6	100	25/09/2001	24/09/2007	3347	34.12	12	NPA
EL10113	Ivory	GRE	Y6	100	19/10/2001	18/10/2007	3209	30.51	10	EPA
EL10114	McDougall	GRE	Y5	100	1/05/2003	30/04/2009	1467	14.62	9	EPA
EL10118	Rocky Range	GRE	Y6	100	19/10/2001	18/10/2007	8521	85.21	27	EPA
EL10124	Speedway	GRE	Y5	100	1/05/2003	30/04/2009	1260	12.55	6	EPA
EL10129	Alexander	GRE	Y7	100	20/03/2001	19/03/2007	841	6.04	2	NPA
EL10199	Lynx	GRE	Y7	100	7/04/2006	6/04/2008	464	4.95	2	SPA
EL10203	White Bore Hill	GRE	Y6	100	18/06/2001	17/06/2007	0	6.45	2	EPA
EL10311	Gibson Creek	GRE	Y7	100	20/03/2001	19/03/2007	3567	19.39	6	NPA
EL10312	Hopeful	GRE	Y4	100	9/10/2003	8/10/2009	578	5.76	2	EPA
EL10313	Kodiak	GRE	Y5	100	1/05/2003	30/04/2009	847	6.45	2	EPA
EL10324	Panda	GRE	Y3	100	25/06/2004	24/06/2010	1409	14.04	5	EPA
EL10370	Barkly	GRE / Meteoric Resources JV	Y6	100	20/03/2001	19/03/2007	39670		66	BJV
EL10402	Amadeus	GRE	Y7	100	20/03/2007	19/03/2009	1617	9.66	3	SPA
EL10406	Montana	San	Y5	100	1/05/2003	30/04/2009	323	3.22	1	EPA
EL22165	Copernicus	GRE	Y6	100	25/09/2001	24/09/2007	1940	19.38	6	NPA
EL22224	Monzonite	GRE	Y7	100	20/03/2001	19/03/2007	383	2.93	1	NPA
EL22240	Morgan	San	Y7	100	24/07/2007	23/07/2009	322	0.993	1	SPA
EL22285	Snappy Gum	GRE	Y6	100	19/10/2001	18/10/2007	406	4.05	2	EPA
EL22583	Morning Star	GRE	Y6	100	25/09/2001	24/09/2007	6157	61.34	19	NPA
EL22589	Whippet Hill	GRE	Y6	100	25/09/2001	24/09/2007	3163	31.32	11	NPA
EL22590	Stuart Highway	GRE	Y6	100	25/09/2001	24/09/2007	905	6.03	2	NPA
EL22728	Black Angel	GRE	Y4	100	29/07/2003	28/07/2009	324	3.22	1	WPA
EL22868	North Jubilee	GRE	Y6	100	17/08/2001	16/08/2007	16480	164.4	59	WPA
EL23073	Pump Station	GRE	Y6	100	17/08/2001	16/08/2007	4535	22.6	7	NPA
EL23183	Junction	GRE	Y4	100	8/10/2003	7/10/2009	9979	99.3	38	NPA
EL23284	Corridor 1	GRE	Y4	100	16/07/2003	15/07/2009	651	6.49	6	SPA
EL23286	Corridor 3	GRE	Y5	100	30/09/2002	29/09/2008	240	2.39	2	SPA
EL23745	Vivid	GRE	Y3	100	29/06/2004	28/06/2010	324	3.23	1	NPA
EL23746	Marker	GRE	Y3	100	21/02/2005	27/02/2011	0	6.46	2	NPA
EL23914	White Devil	GRE	Y3	100	22/06/2004	21/06/2010	647.5	6.475	2	WPA
EL8199	Carlsburg	San	Y8	100	8/03/2005	7/03/2007	0	3.22	1	EPA
EL8279	Bintang	San	Y8	100	8/03/2005	7/03/2007	0	6.44	2	EPA
EL8280	San Miguel	San	Y8	100	8/03/2005	7/03/2007	0	9.67	3	EPA
EL8430	Redback	San	Y8	100	8/03/2005	7/03/2007	323	3.21	1	EPA
EL8705	Boseiver	San	Y8	100	8/03/2005	7/03/2007	0	3.22	1	EPA
EL8773	Lasso	San	Y9	100	8/03/2007	7/03/2009	500	5.85	4	NPA
EL8786	First Light	San	Y8	100	8/03/2005	7/03/2007	0	12.89	4	EPA
EL8879	Mount Cleland	GRE	Y6	100	19/10/2001	18/10/2007	4800	25.8	8	EPA

Prospectus 69

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EL8882	Greenbush	GRE	Y6	100	29/08/2001	28/08/2007	21080	108.5	38	SPA
EL8883	Bluebush	GRE	Y7	100	20/03/2007	19/03/2009	14960	72.27	28	SPA
EL8991	Sunrise	San	Y8	100	8/03/2005	7/03/2007	0	3.22	1	EPA
EL9293	Joker	San	Y8	100	8/03/2005	7/03/2007	0	6.44	2	EPA
EL9403	Jess	GRE	Y5	100	1/05/2003	30/04/2009	402	4.06	2	EPA
EL9909	Star Wars	GRE	Y7	100	20/03/2001	19/03/2007	8650	41.97	14	NPA
EL9930	New Moon	GRE	Y6	100	19/10/2001	18/10/2007	323	3.22	1	EPA
EL9939	Battery Block	GRE	Y6	100	17/08/2001	16/08/2007	970	9.68	3	NPA
EL9958	Running Bear	GRE	Y5	100	1/05/2003	30/04/2009	1617	9.67	3	EPA
HLDC100	Sally No Name	San	-	100	3/11/1971	2/11/2071	0.38		0	-
HLDC101	SallyNoName	San	-	100	6/03/1969	5/03/2069	0.38		0	-
HLDC23	Eldorado Dam	San	-	100	31/10/1955	30/10/2055	1.2		0	-
HLDC24	Eldorado SWR	San	-	100	20/06/1956	19/06/2056	1.6		0	-
HLDC32	Great Western	San	-	100	27/08/1961	26/08/2061	13.59		0	-
HLDC34	Black Angel,	San	-	100	26/06/1964	25/06/2064	1.01		0	-
HLDC35	Black Angel,	San	-	100	26/06/1964	25/06/2064	1.01		0	-
HLDC36	Blue Moon	GRM/Cent	-	100	16/02/1966	15/02/2066	4		0	-
HLDC37	Warrego, No 1	San	-	100	22/09/1966	21/09/2066	9.37		0	-
HLDC39	Warrego Min,	San	-	100	19/09/1968	18/09/2068	0.5		0	-
HLDC40	Warrego,No2	San	-	100	16/08/1967	15/08/2067	9.43		0	-
HLDC41	Warrego, No 3	San	-	100	19/09/1968	18/09/2068	9.27		0	-
HLDC42	Warrego, S7	San	-	100	19/03/1969	18/03/2069	0.3		0	-
HLDC43	Warrego , S8	San	-	100	19/03/1969	18/03/2069	0.37		0	-
HLDC44	Warrego, No.2	San	-	100	19/03/1969	18/03/2069	0.21		0	-
HLDC45	Warrego,No.1	San	-	100	16/10/1969	15/10/2069	2.19		0	-
HLDC46	Warrego, No.1	San	-	100	15/10/1969	14/10/2069	1.93		0	-
HLDC47	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC48	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.51		0	-
HLDC49	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC50	WisoBasin	San	-	100	18/11/1971	17/11/2071	0.46		0	-
HLDC51	Wiso Basin	San	-	100	18/11/1971	17/11/2071	2.83		0	-
HLDC52	Wiso Basin	San	-	100	18/11/1971	17/11/2071	1.2		0	-
HLDC53	Wiso Basin	San	-	100	18/11/1971	17/11/2071	2.23		0	-
HLDC54	Wiso Basin	San	-	100	18/11/1971	17/11/2071	3.04		0	-
HLDC55	Warrego,No.4	San	-	100	21/12/1971	20/12/2071	0.8		0	-
HLDC56	Warrego, No.5	San	-	100	21/12/1971	20/12/2071	0.37		0	-
HLDC57	Warrego	San	-	100	16/10/1972	15/10/2072	5.5		0	-
HLDC58	Wiso Line, No.6	San	-	100	1/10/1974	30/09/2074	0.06		0	-
HLDC59	Warrego,No.6	San	-	100	1/10/1974	30/09/2074	0.38		0	-
HLDC65	Nobles Nob	San	-	100	15/08/1977	14/08/2077	211.7		0	-
HLDC68	Nobles Nob	San	-	100	15/08/1977	14/08/2077	1.49		0	-
HLDC69	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC70	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC71	WisoBasin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC72	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.55		0	-
HLDC73	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC74	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC75	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC76	WisoBasin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC77	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-

70 Emmerson Resources Limited

==> picture [143 x 35] intentionally omitted <==

HLDC78	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.81		0	-
HLDC79	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC80	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.97		0	-
HLDC81	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC82	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.97		0	-
HLDC83	WisoBasin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC84	Wiso Basin	San	-	100	18/11/1971	17/11/2071	1.18		0	-
HLDC85	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC86	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.99		0	-
HLDC87	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC88	WisoBasin	San	-	100	18/11/1971	17/11/2071	1.14		0	-
HLDC89	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC90	Wiso Basin	San	-	100	18/11/1971	17/11/2071	1.03		0	-
HLDC91	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC92	WisoBasin	San	-	100	18/11/1971	17/11/2071	1.14		0	-
HLDC93	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC94	Warrego, No.4	San	-	100	18/11/1971	17/11/2071	0.37		0	-
HLDC95	Warrego, No.3	San	-	100	18/11/1971	17/11/2071	0.32		0	-
HLDC96	Wiso Basin	San	-	100	18/11/1971	17/11/2071	0.75		0	-
HLDC97	WisoBasin	San	-	100	18/11/1971	17/11/2071	3.06		0	-
HLDC98	Wiso Basin	San	-	100	18/11/1971	17/11/2071	8.17		0	-
HLDC99	Wiso, No.3 pipe	San	-	100	18/11/1971	17/11/2071	0.07		0	-
MCC1032	Metallic Hill	San	-	100	16/11/1990	31/12/2007	32		0	EPA
MCC1033	Metallic Hill	San	-	100	16/11/1990	31/12/2007	32		0	EPA
MCC1034	EXP195	San	-	100	16/11/1990	15/11/2009	20		0	EPA
MCC1038	Rocky Range	San	-	100	16/11/1990	31/12/2007	35		0	EPA
MCC1039	Rocky Range	San	-	100	16/11/1990	31/12/2007	35		0	EPA
MCC1065	Marathon	GRE	-	100	2/01/2007	1/01/2012	40		0	NPA
MCC1077	Gecko	San	-	100	19/12/2006	13/01/2012	19.94		0	NPA
MCC1078	Gecko	San	-	100	19/12/2006	13/01/2012	32.1		0	NPA
MCC1079	Gecko	San	-	100	19/12/2006	13/01/2012	21.03		0	NPA
MCC1080	Gecko	San	-	100	19/12/2006	13/01/2012	27.61		0	NPA
MCC1081	Gecko	San	-	100	19/12/2006	13/01/2012	40		0	NPA
MCC1082	Gecko	San	-	100	19/12/2006	13/01/2012	7.78		0	NPA
MCC1083	Gecko	San	-	100	19/12/2006	13/01/2012	13.04		0	NPA
MCC1315	Warrego East	GRE	-	100	12/01/1995	31/12/2007	33		0	WPA
MCC1316	Warrego East	GRE	-	100	12/01/1995	31/12/2007	36		0	WPA
MCC1317	Warrego East	GRE	-	100	12/01/1995	31/12/2007	33		0	WPA
MCC1318	WarregoEast	GRE	-	100	12/01/1995	31/12/2007	33		0	WPA
MCC1319	Warrego East	GRE	-	100	12/01/1995	31/12/2007	27.21		0	WPA
MCC1320	Warrego East	GRE	-	100	12/01/1995	31/12/2007	33		0	WPA
MCC1321	Warrego East	GRE	-	100	12/01/1995	31/12/2007	31		0	WPA
MCC1322	Warrego East	GRE	-	100	12/01/1995	31/12/2007	14		0	WPA
MCC1323	WarregoEast	GRE	-	100	12/01/1995	31/12/2007	29		0	WPA
MCC1348	Archimedes	GRE	-	100	19/09/1995	31/12/2007	32		0	NPA
MCC1349	Archimedes	GRE	-	100	19/09/1995	31/12/2007	30		0	NPA
MCC1426	Pinnacles South	San	-	100	17/06/2003	16/06/2013	23		0	EPA
MCC1530	Jacqueline the	GRE	-	100	1/02/2005	31/01/2015	39		0	WPA
MCC167	Comstock	San	-	100	22/04/1985	21/04/2010	33		0	SPA
MCC168	New Hope	San	-	100	22/04/1985	21/04/2010	17		0	SPA

Prospectus 71

==> picture [143 x 35] intentionally omitted <==

MCC169	Plumb	San	-	100	22/04/1985	21/04/2010	17		0	SPA
MCC203	Galway	GRE	-	100	30/08/2005	6/11/2015	18		0	SPA
MCC21	Battery Hill	San	-	100	21/07/1983	20/07/2008	11		0	EPA
MCC211	Shamrock	GRE	-	100	25/11/1987	24/11/2010	11.2		0	EPA
MCC22	Battery Hill	San	-	100	21/07/1983	20/07/2008	11		0	EPA
MCC23	BatteryHill	San	-	100	21/07/1983	20/07/2008	16		0	EPA
MCC239	West Peko	San	-	100	24/04/1987	23/04/2012	8.3		0	EPA
MCC240	West Peko	San	-	100	24/04/1987	23/04/2012	3		0	EPA
MCC313	Pedro	San	-	100	19/12/2006	31/12/2011	20		0	NPA
MCC314	Pedro	San	-	100	19/12/2006	31/12/2011	20		0	NPA
MCC315	Pigale	San	-	100	19/12/2006	31/12/2011	20		0	NPA
MCC334	Estralita Group	GRE	-	100	29/01/1988	31/12/2008	16		0	SPA
MCC348	Bomber	San	-	100	19/12/2006	31/12/2011	20		0	NPA
MCC349	Bomber	San	-	100	19/12/2006	31/12/2011	20		0	NPA
MCC350	Bomber	San	-	100	19/12/2006	31/12/2011	20		0	NPA
MCC351	Bomber	San	-	100	25/11/1987	31/12/2011	20		0	NPA
MCC354	Scheurber	San	-	100	19/12/2006	31/12/2011	14.9		0	WPA
MCC355	Scheurber	San	-	100	19/12/2006	31/12/2011	14.9		0	WPA
MCC364	Estralita	GRE	-	100	29/01/1988	31/12/2008	19.95		0	SPA
MCC365	Estralita	GRE	-	100	29/01/1988	27/01/2009	13.48		0	SPA
MCC366	Estralita	GRE	-	100	29/01/1988	31/12/2008	16.44		0	SPA
MCC377	Blue Moon	GRM/Cent	-	100	18/08/1988	31/12/2008	20		0	EPA
MCC461	Gibbet	San	-	100	29/12/2005	28/01/2011	20		0	SPA
MCC5	The Pup	GRM/Cent	-	100	21/09/1983	31/12/2008	8		0	EPA
MCC52	Mauretania	GRE	-	100	29/08/1983	31/12/2007	3		0	EPA
MCC522	Gibbet	San	-	100	29/12/2005	28/01/2011	20		0	SPA
MCC523	Gibbet	San	-	100	29/12/2005	28/01/2011	20		0	SPA
MCC524	Gibbet	San	-	100	29/12/2005	28/01/2011	20		0	SPA
MCC55	Mondeuse	San	-	100	8/06/1983	7/06/2008	28		0	SPA
MCC56	Shiraz	San	-	100	8/06/1983	7/06/2008	31		0	SPA
MCC57	Mondeuse	San	-	100	8/06/1983	7/06/2008	26		0	SPA
MCC6	The Pup	GRM/Cent	-	100	21/09/1983	31/12/2008	8		0	EPA
MCC66	Golden Forty	San	-	100	30/12/1983	29/12/2011	33		0	EPA
MCC67	Golden Forty	San	-	100	30/12/1983	29/12/2011	33		0	EPA
MCC755	Comstock	San	-	100	19/12/2006	31/12/2011	16.3		0	SPA
MCC756	Comstock	San	-	100	19/12/2006	31/12/2011	20		0	SPA
MCC757	Comstock	San	-	100	19/12/2006	31/12/2011	12.5		0	SPA
MCC758	Semillon	San	-	100	22/12/2005	31/12/2010	20		0	NPA
MCC759	Smelter	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC76	Red Bluff North	San	-	100	19/12/2006	31/12/2011	33		0	WPA
MCC760	Dark	San	-	100	30/06/1988	12/05/2009	20		0	WPA
MCC761	Noir	San	-	100	30/06/1988	29/06/2009	20		0	WPA
MCC762	Noir	San	-	100	30/06/1988	29/06/2009	20		0	WPA
MCC790	Verdelho	San	-	100	15/11/1988	31/12/2007	20		0	WPA
MCC791	Marsanne	San	-	100	15/11/1988	31/12/2007	15		0	WPA
MCC792	Marsanne	San	-	100	15/11/1988	31/12/2007	15		0	WPA
MCC793	Sauvignon	San	-	100	19/12/2006	31/12/2011	20		0	WPA
MCC794	Durif	San	-	100	19/12/2006	31/12/2011	20		0	WPA
MCC795	Durif	San	-	100	19/12/2006	31/12/2011	20		0	WPA
MCC796	Durif	San	-	100	19/12/2006	31/12/2011	20		0	WPA

72 Emmerson Resources Limited

==> picture [143 x 35] intentionally omitted <==

MCC797	EXP 80	San	-	100	12/10/1988	11/10/2008	20		0	WPA
MCC798	Ivanhoe	San	-	100	12/10/1988	11/10/2009	20		0	WPA
MCC799	Wolseley	San	-	100	12/10/1988	11/10/2008	20		0	WPA
MCC800	Wolseley	San	-	100	12/10/1988	11/10/2008	12.5		0	WPA
MCC801	Gris	San	-	100	12/10/1988	11/10/2008	20		0	WPA
MCC802	Zinfandel	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC803	Thurgau	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC804	EXP212	San	-	100	22/12/2005	31/12/2010	12.4		0	WPA
MCC805	Jubilee	San	-	100	22/12/2005	31/12/2010	8.2		0	WPA
MCC806	Jubilee	San	-	100	22/12/2005	31/12/2010	17.6		0	WPA
MCC807	Merlot	San	-	100	22/12/2005	31/12/2010	12.5		0	WPA
MCC808	Merlot	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC809	The Extension	San	-	100	19/12/2006	31/12/2011	16		0	SPA
MCC810	Colombard	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC811	Colombard	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC812	Dong Dui	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC813	Grenache	San	-	100	22/12/2005	31/12/2010	20		0	WPA
MCC888	Hermitage	San	-	100	19/12/2006	31/12/2011	10.3		0	NPA
MCC889	Hermitage	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MCC890	Hermitage	San	-	100	19/12/2006	31/12/2011	15		0	NPA
MCC891	Hermitage	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MCC892	Hermitage	San	-	100	19/12/2006	31/12/2011	4.3		0	NPA
MCC893	Hermitage	San	-	100	19/12/2006	31/12/2011	3		0	NPA
MCC894	Hermitage	San	-	100	19/12/2006	31/12/2011	3.2		0	NPA
MCC895	Hermitage	San	-	100	19/12/2006	31/12/2011	14.4		0	NPA
MCC9	Eldorado	GRM/Cent	-	100	21/09/1983	31/12/2013	7		0	SPA
MCC904	Restina	San	-	100	22/12/2005	31/12/2010	20		0	NPA
MCC905	Restina	San	-	100	22/12/2005	31/12/2010	20		0	NPA
MCC906	Restina	San	-	100	22/12/2005	31/12/2010	16.9		0	NPA
MCC907	Troy	GRE	-	100	15/11/2006	31/12/2011	20		0	NPA
MCC908	Troy	GRE	-	100	15/11/2006	31/12/2011	20		0	NPA
MCC909	Troy	GRE	-	100	15/11/2006	31/12/2011	20		0	NPA
MCC910	Troy	GRE	-	100	15/11/2006	31/12/2011	20		0	NPA
MCC912	Troy	GRE	-	100	15/11/2006	31/12/2011	20		0	NPA
MCC913	Troy	GRE	-	100	15/11/2006	31/12/2011	20		0	NPA
MCC914	Rising Star	TC8	-	100	15/11/2006	31/12/2008	20		0	NPA
MCC915	Rising Star	TC8	-	100	15/11/2006	31/12/2008	20		0	NPA
MCC925	Brolga	San	-	100	2/01/1991	1/01/2009	20		0	EPA
MCC926	Brolga	San	-	100	2/01/1991	1/01/2009	20		0	EPA
MCC969	Pinot	San	-	100	27/06/1989	26/06/2009	15		0	NPA
MCC970	Pinot	San	-	100	27/06/1989	26/06/2009	15		0	NPA
MCC971	Pinot	San	-	100	27/06/1989	26/06/2009	15		0	NPA
MCC972	Pinot	San	-	100	27/06/1989	26/06/2009	15		0	NPA
MCC981	Franc	San	-	100	18/08/1989	17/08/2014	8.4		0	NPA
MCC982	Franc	San	-	100	18/08/1989	17/08/2014	12.4		0	NPA
ML22284	Billy Boy	GRE
ML23216	Chariot	GRE	-	100	19/07/2002	18/07/2027	17		0	SPA
MLC100	Warrego	GRE	-	100	10/08/1971	31/12/2012	16		0	WPA
MLC101	Warrego	GRE	-	100	10/08/1971	31/12/2012	16		0	WPA
MLC102	Warrego	GRE	-	100	10/08/1971	31/12/2012	17		0	WPA

Prospectus 73

==> picture [143 x 35] intentionally omitted <==

MLC107	Warrego	GRE	-	100	10/08/1971	31/12/2012	17		0	WPA
MLC108	Warrego	GRE	-	100	10/08/1971	31/12/2012	16		0	WPA
MLC120	Cabernet	San	-	100	1/12/2006	31/12/2010	16		0	WPA
MLC121	Cabernet	San	-	100	1/12/2006	31/12/2011	16		0	WPA
MLC122	Cabernet	San	-	100	1/12/2006	31/12/2011	16		0	WPA
MLC123	Cabernet	San	-	100	1/12/2006	31/12/2011	16		0	WPA
MLC124	Quartz Hill	San	-	100	22/02/1972	31/12/2013	17		0	WPA
MLC127	Peko East Ext 4	San	-	100	7/04/1972	31/12/2017	12		0	EPA
MLC129	Peko Sth-East	San	-	100	7/04/1972	31/12/2017	14		0	EPA
MLC130	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC131	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC132	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC133	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC134	Golden Forty	San	-	100	4/01/1973	31/12/2028	13		0	EPA
MLC135	Golden Forty	San	-	100	4/01/1973	31/12/2028	12		0	EPA
MLC136	Golden Forty	San	-	100	4/01/1973	31/12/2028	9		0	EPA
MLC137	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC138	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC139	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC140	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC141	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC142	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC143	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC144	Golden Forty	San	-	100	4/01/1973	31/12/2028	17		0	EPA
MLC146	Golden Forty	San	-	100	13/06/1972	31/12/2013	15		0	EPA
MLC147	Golden Forty	San	-	100	13/06/1972	31/12/2013	16		0	EPA
MLC148	Golden Forty	San	-	100	13/06/1972	31/12/2013	16		0	EPA
MLC149	Golden Forty	San	-	100	13/06/1972	31/12/2013	15		0	EPA
MLC15	Eldorado 4	San	-	100	4/10/1956	31/12/2022	17		0	SPA
MLC158	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC159	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC16	Eldorado 5	San	-	100	4/10/1956	31/12/2022	17		0	SPA
MLC160	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC161	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC162	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC163	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC164	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC165	Warrego gravel	San	-	100	16/08/1974	31/12/2014	17		0	WPA
MLC176	Chariot	GRE	-	100	25/06/1974	31/12/2009	15.01		0	SPA
MLC177	Chariot	GRE	-	100	25/06/1974	31/12/2025	15		0	SPA
MLC18	West Gibbet	San	-	100	19/02/1958	31/12/2009	17		0	SPA
MLC182	Riesling	San	-	100	25/06/1974	31/12/2026	15		0	EPA
MLC183	Riesling	San	-	100	25/06/1974	31/12/2026	15		0	EPA
MLC184	Riesling	San	-	100	25/06/1974	31/12/2026	15		0	EPA
MLC20	One Oh Two	San	-	100	1/08/1958	31/12/2020	16		0	NPA
MLC204	Argo West	San	-	100	8/07/2005	31/12/2014	16		0	EPA
MLC205	Argo West	San	-	100	8/07/2005	31/12/2014	16		0	EPA
MLC206	Argo West	San	-	100	8/07/2005	31/12/2014	16		0	EPA
MLC207	ArgoWest	San	-	100	8/07/2005	31/12/2014	16		0	EPA
MLC208	Argo West	San	-	100	8/07/2005	31/12/2014	16		0	EPA

74 Emmerson Resources Limited

==> picture [143 x 35] intentionally omitted <==

MLC209	Argo West	San	-	100	8/07/2005	31/12/2014	16		0	EPA
MLC21	Gecko	San	-	100	23/12/1958	31/12/2020	17		0	NPA
MLC217	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC218	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC219	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC22	Warrego	GRE	-	100	9/01/1959	31/12/2010	16		0	WPA
MLC220	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC221	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC222	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC223	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC224	Perserverance	San	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC23	North Doria	San	-	100	28/07/1981	31/12/2022	6		0	SPA
MLC235	Kia Ora	San / Barrick	-	100	31/12/2005	31/12/2015	15		0	EPA
MLC236	Kia Ora	San / Barrick	-	100	31/12/2005	31/12/2015	15		0	EPA
MLC237	Kia Ora	San / Barrick	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC238	Kia Ora	San / Barrick	-	100	31/12/2005	31/12/2015	16		0	EPA
MLC24	Orlando	San	-	100	2/09/1959	31/12/2021	7		0	NPA
MLC25	Orlando	San	-	100	2/09/1959	31/12/2021	9		0	NPA
MLC253	Mulga1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC254	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC255	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC256	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC257	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC258	Mulga2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC259	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC26	Orlando	San	-	100	2/09/1959	31/12/2021	9		0	NPA
MLC260	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC261	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC27	Orlando	San	-	100	20/10/1959	31/12/2021	5		0	NPA
MLC28	Orlando	San	-	100	2/09/1959	31/12/2021	7		0	NPA
MLC29	Orlando	San	-	100	2/09/1959	31/12/2021	7		0	NPA
MLC30	Orlando	San	-	100	2/09/1959	31/12/2021	9		0	NPA
MLC304	North Star	San	-	100	8/12/1975	31/12/2014	16		0	NPA
MLC305	NorthStar	San	-	100	8/12/1975	31/12/2014	16		0	NPA
MLC306	North Star	San	-	100	8/12/1975	31/12/2014	12		0	NPA
MLC307	North Star	San	-	100	8/12/1975	31/12/2014	16		0	NPA
MLC308	North Star	San	-	100	8/12/1975	31/12/2014	13		0	NPA
MLC309	North Star	San	-	100	8/12/1975	31/12/2013	13		0	NPA
MLC31	Orlando	San	-	100	2/09/1959	31/12/2021	9		0	NPA
MLC310	North Star	San	-	100	8/12/1975	31/12/2014	12		0	NPA
MLC311	North Star	San	-	100	8/12/1975	31/12/2014	13		0	NPA
MLC312	North Star	San	-	100	8/12/1975	31/12/2014	16		0	NPA
MLC313	NorthStar	San	-	100	8/12/1975	31/12/2014	15		0	NPA
MLC32	Golden Forty	San	-	100	2/09/1959	31/12/2025	17		0	EPA
MLC323	Gecko	San	-	100	22/04/1976	31/12/2022	16		0	NPA
MLC324	Gecko	San	-	100	22/04/1976	31/12/2022	16		0	NPA
MLC325	Gecko	San	-	100	22/04/1976	31/12/2022	13		0	NPA
MLC326	Gecko	San	-	100	22/04/1976	31/12/2022	15		0	NPA

Prospectus 75

==> picture [143 x 35] intentionally omitted <==

MLC327	Gecko	San	-	100	22/04/1976	31/12/2022	9		0	NPA
MLC328	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC329	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC33	Orlando	San	-	100	13/11/1961	31/12/2023	9		0	NPA
MLC330	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC331	QueenofSheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC332	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC333	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC334	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC335	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	16		0	NPA
MLC336	QueenofSheba	San	-	100	19/12/2006	31/12/2011	15		0	NPA
MLC337	Queen of Sheba	San	-	100	19/12/2006	31/12/2011	15		0	NPA
MLC34	Orlando	San	-	100	13/11/1961	31/12/2023	9		0	NPA
MLC342	Tinto	San	-	100	2/08/1977	31/12/2007	7		0	SPA
MLC343	RockyRange	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC344	Rocky Range	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC345	Rocky Range	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC346	Rocky Range	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC347	Tinto	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC348	Brolga	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC349	Brolga	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC35	Golden Forty	San	-	100	2/01/1962	31/12/2007	9		0	EPA
MLC350	Brolga	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC351	Brolga	San	-	100	2/08/1977	31/12/2027	16		0	EPA
MLC352	Golden Forty	San	-	100	2/08/1977	31/12/2018	13		0	EPA
MLC353	Golden Forty	San	-	100	2/08/1977	31/12/2018	15		0	EPA
MLC354	Golden Forty	San	-	100	2/08/1977	31/12/2018	12		0	EPA
MLC355	Golden Forty	San	-	100	2/08/1977	31/12/2018	12		0	EPA
MLC36	Golden Forty	San	-	100	2/01/1962	31/12/2007	11		0	EPA
MLC362	Lone Star	San	-	100	0/01/1900	31/12/2007	15		0	EPA
MLc363	Lone Star	San	-	100	0/01/1900	31/12/2007	15		0	EPA
MLC364	Lone Star	San	-	100	0/01/1900	31/12/2007	14		0	EPA
MLC365	Lone Star	San	-	100	0/01/1900	31/12/2022	16		0	EPA
MLC366	Lone Star	San	-	100	19/12/2006	31/12/2011	16		0	EPA
MLC367	Lone Star	San	-	100	0/01/1900	31/12/2026	16		0	EPA
MLC368	Lone Star	San	-	100	0/01/1900	31/12/2007	14		0	EPA
MLC369	Lone Star	San	-	100	0/01/1900	31/12/2007	16		0	EPA
MLC37	Golden Forty	San	-	100	2/01/1962	31/12/2007	12		0	EPA
MLC370	Lone Star	San	-	100	0/01/1900	31/12/2007	14		0	EPA
MLC371	Lone Star	San	-	100	0/01/1900	31/12/2007	16		0	EPA
MLC372	Lone Star	San	-	100	0/01/1900	31/12/2022	16		0	EPA
MLC373	Lone Star	San	-	100	0/01/1900	31/12/2022	16		0	EPA
MLC374	Lone Star	San	-	100	0/01/1900	31/12/2026	16		0	EPA
MLC375	Lone Star	San	-	100	0/01/1900	31/12/2007	16		0	EPA
MLC376	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC377	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC378	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC379	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC38	MemsahibEast	San	-	100	0/01/1900	31/12/2023	9		0	EPA
MLC380	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA

76 Emmerson Resources Limited

==> picture [143 x 35] intentionally omitted <==

MLC381	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC382	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC383	Mulga 1	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC384	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC385	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC386	Mulga2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC387	Mulga 2	San	-	100	0/01/1900	31/12/2018	16		0	EPA
MLC39	Short Range 5	GRE	-	100	13/11/1961	31/12/2023	16		0	WPA
MLC4	Peko Extended	San	-	100	7/05/1951	31/12/2017	17		0	EPA
MLC40	Short Range 5	GRE	-	100	5/12/1961	31/12/2023	16		0	WPA
MLC406	Comet	San	-	100	21/02/1978	31/12/2026	16		0	EPA
MLC407	Comet	San	-	100	21/02/1978	31/12/2026	16		0	EPA
MLC408	Comet	San	-	100	21/02/1978	31/12/2026	16		0	EPA
MLC409	Comet	San	-	100	21/02/1978	31/12/2026	16		0	EPA
MLC41	ShortRange 5	GRE	-	100	5/12/1961	31/12/2023	16		0	WPA
MLC432	Mulga 1	San	-	100	0/01/1900	31/12/2022	15		0	EPA
MLC48	Tinto	San	-	100	5/01/1965	31/12/2026	16		0	SPA
MLC49	Mt Samual	San / Grange	-	100	5/01/1965	31/12/2025	16		0	SPA
MLC498	Eldorado	San	-	100	31/05/1941	31/12/2007	9		0	SPA
MLC499	Eldorado	San	-	100	31/05/1941	31/12/2007	9		0	SPA
MLC5	Peko Extended	San	-	100	7/05/1951	31/12/2017	17		0	EPA
MLC50	EldoradoAnom	San	-	100	24/02/1965	31/12/2025	9		0	SPA
MLC500	Eldorado	San	-	100	31/05/1941	31/12/2007	8		0	SPA
MLC501	Eldorado	San	-	100	31/05/1941	31/12/2007	4		0	SPA
MLC502	Eldorado	San	-	100	31/05/1941	31/12/2007	9		0	SPA
MLC503	Eldorado	San	-	100	31/05/1941	31/12/2007	8		0	SPA
MLC504	Eldorado	San	-	100	2/08/1941	31/12/2007	6		0	SPA
MLC505	Eldorado	San	-	100	2/08/1941	31/12/2007	4		0	SPA
MLC506	Marion Ross	San	-	100	2/08/1941	31/12/2007	7		0	NPA
MLC51	Eldorado Anom	San	-	100	24/02/1965	31/12/2025	6		0	SPA
MLC518	Ellen, Eldorado	San	-	100	4/12/1950	31/12/2012	9		0	SPA
MLC52	Muscadel	San	-	100	21/04/1966	31/12/2011	16		0	EPA
MLC523	Eldorado	San	-	100	31/01/2006	31/12/2015	9		0	SPA
MLC524	Susan	San	-	100	4/01/2006	31/12/2015	3		0	EPA
MLC528	Dingo, Eldorado	San	-	100	22/02/1956	31/12/2022	7		0	SPA
MLC529	Cats Whiskers	San	-	100	18/04/1956	31/12/2022	6		0	SPA
MLC53	Golden Forty	San	-	100	3/06/1966	31/12/2024	13		0	EPA
MLC530	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC535	Eldorado No 5	San	-	100	27/11/1956	31/12/2022	2		0	SPA
MLC54	Golden Forty	San	-	100	3/06/1966	31/12/2024	16		0	EPA
MLC546	The Mount	San	-	100	23/10/1958	31/12/2020	9		0	SPA
MLC55	Golden Forty	San	-	100	8/06/1966	31/12/2024	10		0	EPA
MLC551	Orlando	San	-	100	2/09/1959	31/12/2010	9		0	NPA
MLC552	Orlando	San	-	100	2/09/1959	31/12/2010	5		0	NPA
MLC554	White Devil	San	-	100	17/08/1961	31/12/2023	9		0	WPA
MLC557	WhiteDevil	San	-	100	28/11/1963	31/12/2008	9		0	WPA
MLC558	New Hope	San	-	100	12/02/1964	31/12/2009	9		0	SPA
MLC559	White Devil	San	-	100	25/03/1964	31/12/2009	9		0	WPA
MLC56	Golden Forty	San	-	100	8/06/1966	31/12/2024	15		0	EPA

Prospectus 77

==> picture [143 x 35] intentionally omitted <==

MLC560	White Devil	San	-	100	25/03/1964	31/12/2009	2		0	WPA
MLC562	North Star	San	-	100	4/05/1965	31/12/2014	9		0	NPA
MLC563	North Star	San	-	100	4/05/1965	31/12/2014	2		0	NPA
MLC564	North Star	San	-	100	4/05/1965	31/12/2014	2		0	NPA
MLC565	North Star	San	-	100	4/05/1965	31/12/2014	8		0	NPA
MLC566	NorthStar	San	-	100	4/05/1965	31/12/2014	8		0	NPA
MLC567	North Star	San	-	100	4/05/1965	31/12/2014	9		0	NPA
MLC568	North Star	San	-	100	20/09/1965	31/12/2014	9		0	NPA
MLC569	North Star	San	-	100	20/09/1965	31/12/2014	8		0	NPA
MLC57	Perserverence	San	-	100	0/01/1900	31/12/2012	17		0	EPA
MLC570	NorthStar	San	-	100	20/09/1965	31/12/2014	9		0	NPA
MLC571	North Star	San	-	100	20/09/1965	31/12/2014	7		0	NPA
MLC572	North Star	San	-	100	20/09/1965	31/12/2014	9		0	NPA
MLC573	North Star	San	-	100	7/09/1965	31/12/2014	7		0	NPA
MLC574	NorthStar	San	-	100	7/09/1965	31/12/2014	4		0	NPA
MLC575	Blue Moon	GRM/Cent	-	100	25/11/1965	31/12/2020	6		0	EPA
MLC576	Golden Forty	San	-	100	3/06/1965	31/12/2020	6		0	EPA
MLC577	Golden Forty	San	-	100	8/07/1966	31/12/2020	8.15		0	EPA
MLC58	Verdot	San	-	100	10/02/1967	9/02/2014	1		0	SPA
MLC581	EldoradoABC	San	-	100	9/06/1971	31/12/2012	5		0	SPA
MLC582	Eldorado ABC	San	-	100	9/06/1971	31/12/2012	6		0	SPA
MLC583	Eldorado ABC	San	-	100	9/06/1971	31/12/2012	2		0	SPA
MLC584	Golden Forty	San	-	100	4/01/1973	31/12/2028	9		0	EPA
MLC585	Golden Forty	San	-	100	4/01/1973	31/12/2028	9		0	EPA
MLC586	Golden Forty	San	-	100	4/01/1973	31/12/2028	9		0	EPA
MLC588	Kia Ora	San	-	100	7/07/1974	31/12/2028	8		0	EPA
MLC59	Verdot	San	-	100	4/06/1981	31/12/2022	2		0	SPA
MLC591	TC8 Lease	TC8	-	100	9/04/1976	31/12/2016	8		0	SPA
MLC592	TC8 Lease	TC8	-	100	9/04/1976	31/12/2016	8		0	SPA
MLC593	TC8Lease	TC8	-	100	9/04/1976	31/12/2016	8		0	SPA
MLC594	TC8 Lease	TC8	-	100	9/04/1976	31/12/2016	7		0	SPA
MLC595	TC8 Lease	TC8	-	100	9/04/1976	31/12/2016	7		0	SPA
MLC596	TC8 Lease	TC8	-	100	9/04/1976	31/12/2016	8		0	SPA
MLC597	TC8 Lease	TC8	-	100	9/04/1976	31/12/2016	8		0	SPA
MLC598	Golden Forty	San	-	100	2/08/1977	31/12/2018	8		0	EPA
MLC60	Verdot	San	-	100	4/06/1981	31/12/2022	2		0	SPA
MLC601	TC8 Lease	TC8	-	100	1/12/1977	31/12/2018	8		0	SPA
MLC602	TC8 Lease	TC8	-	100	1/12/1977	31/12/2018	8		0	SPA
MLC603	TC8Lease	TC8	-	100	1/12/1977	31/12/2018	8		0	SPA
MLC604	TC8 Lease	TC8	-	100	1/12/1977	31/12/2018	8		0	SPA
MLC605	TC8 Lease	TC8	-	100	1/12/1977	31/12/2018	8		0	SPA
MLC606	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC607	Lone Star	San	-	100	0/01/1900	31/12/2007	7		0	EPA
MLC608	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC609	Lone Star	San	-	100	0/01/1900	31/12/2007	7		0	EPA
MLC61	Verdot	San	-	100	4/03/2002	31/12/2022	2		0	SPA
MLC610	Lone Star	San	-	100	0/01/1900	31/12/2007	7		0	EPA
MLC611	Lone Star	San	-	100	0/01/1900	31/12/2007	7		0	EPA
MLC612	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC613	Lone Star	San	-	100	0/01/1900	31/12/2007	7		0	EPA

78 Emmerson Resources Limited

==> picture [143 x 35] intentionally omitted <==

MLC614	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC615	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC616	Lone Star	San	-	100	0/01/1900	31/12/2007	8		0	EPA
MLC62	Verdot	San	-	100	4/06/1981	31/12/2022	2		0	SPA
MLC626	Caroline	GRE	-	100	31/07/1981	31/12/2022	9		0	WPA
MLC644	Enterprise	GRE	-	100	7/06/1982	27/02/2028	8		0	SPA
MLC645	Estralita	GRE	-	100	7/06/1982	31/12/2027	7		0	SPA
MLC654	TC8 Lease	TC8	-	100	9/05/1976	31/12/2017	8		0	SPA
MLC66	Traminer	San	-	100	2/08/1967	31/12/2007	16		0	SPA
MLC668	Gecko	San	-	100	29/04/1971	31/12/2012	17		0	NPA
MLC67	Traminer	San	-	100	2/08/1967	31/12/2007	16		0	SPA
MLC675	Black Angel	San	-	100	13/10/1988	12/10/2013	23.9		0	WPA
MLC676	Black Angel	San	-	100	13/10/1988	12/10/2013	12.1		0	WPA
MLC683	Eldorado	San	-	100	31/01/2006	31/12/2015	11		0	SPA
MLC69	Gecko	San	-	100	31/01/1968	31/12/2013	16		0	NPA
MLC692	Warrego Mine	GRE	-	100	31/01/2006	31/12/2015	95		0	WPA
MLC693	Olivewood 102	San	-	100	31/01/2006	31/12/2015	438.5		0	NPA
MLC699	Orlando,Webb	San	-	100	31/01/2006	31/12/2015	60.05		0	NPA
MLC70	Gecko	San	-	100	31/01/1968	31/12/2013	16		0	NPA
MLC700	WhiteDevil	San	-	100	31/01/2006	31/12/2015	72		0	WPA
MLC705	Apollo 1	GRE	-	100	6/08/1999	31/12/2023	632.3		0	NPA
MLC71	Warrego	GRE	-	100	30/01/1968	31/12/2008	17		0	WPA
MLC72	Warrego	GRE	-	100	30/01/1968	31/12/2008	17		0	WPA
MLC73	Warrego	GRE	-	100	30/01/1968	31/12/2008	17		0	WPA
MLC74	Warrego	GRE	-	100	30/01/1968	31/12/2008	17		0	WPA
MLC75	Warrego	GRE	-	100	30/01/1968	31/12/2008	17		0	WPA
MLC76	Warrego	GRE	-	100	30/01/1968	31/12/2008	17		0	WPA
MLC78	Gecko	San	-	100	14/03/1968	31/12/2013	16		0	NPA
MLC83	Warrego	GRE	-	100	6/10/1969	31/12/2009	13		0	WPA
MLC84	Warrego	GRE	-	100	6/10/1969	31/12/2009	13		0	WPA
MLC85	Gecko	San	-	100	19/10/1970	31/12/2010	15.89		0	NPA
MLC86	Gecko	San	-	100	19/10/1970	31/12/2010	15.81		0	NPA
MLC87	Gecko	San	-	100	19/10/1970	31/12/2010	14.12		0	NPA
MLC88	Gecko	San	-	100	29/04/1971	31/12/2012	16		0	NPA
MLC89	Gecko	San	-	100	29/04/1971	31/12/2012	16		0	NPA
MLC90	Gecko	San	-	100	29/04/1971	31/12/2012	16		0	NPA
MLC91	Carraman/Klond	TC8	-	100	20/07/1971	31/12/2007	17		0	NPA
MLC92	Carraman/Klond	TC8	-	100	20/07/1971	31/12/2007	17		0	NPA
MLC93	Carraman/Klond	TC8	-	100	20/07/1971	31/12/2007	17		0	NPA
MLC94	Carraman/Klond	TC8	-	100	20/07/1971	31/12/2007	17		0	NPA
MLC95	Carraman/Klond	TC8	-	100	20/07/1971	31/12/2007	17		0	NPA
MLC96	Osprey	San	-	100	30/07/1971	31/12/2012	16		0	NPA
MLC97	Osprey	San	-	100	30/07/1971	31/12/2012	16		0	NPA
MLC98	Warrego	GRE	-	100	10/08/1971	31/12/2012	16		0	WPA
MLC99	Warrego	GRE	-	100	10/08/1971	31/12/2012	16		0	WPA
SEL24979	Walters	GRE	-	100	28/04/2006	27/04/2010			156	WPA
SEL24980	Kestell	GRE	-	100	28/04/2006	27/04/2010			48	SPA
ELA7809	Mt Samuel	GRE	-	100	Application					SPA
ELA23285	Corridor2	GRE	-	100	Application					SPA
ELA23905	Jackie	GRE	-	100	Application

Prospectus 79

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SELA25890	Chappell	GRE	-	100	Application					EPA
SELA25912	Volk	GRE	-	100	Application					EPA
ELA26267	Askins	GRE	-	100	Application
MLCA650		GRE	-	100	Application					EPA
MLCA651		GRE	-	100	Application					EPA
MLCA653		GRE	-	100	Application					EPA
MLCA702		GRE	-	100	Application
MLCA708		GRE	-	100	Application
MLCA23911	Goloden Slipper	GRE	-	100	Application					NPA
MLCA23969	Gecko Headframe	GRE	-	100	Application					WPA

80 Emmerson Resources Limited

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Appendix 2 Exploration Budget

Summary : Exploration budget by area	Year 1	Year 2
Non-project specifc exploration	420,000	380,000
Northern Project Area	1,962,500	2,313,500
Western Project Area	1,826,000	1,169,000
Southern Project Area	765,500	1,005,250
Eastern Project Area	1,191,375	1,749,750
Total all exploration spend	6,165,375	6,617,500
Corporate, admin and holding costs	1,844,000	1,904,000
Total all cash costs	8,009,375	8,521,500

Exploration budget by project area
Non-project specifc exploration	Year 1	Year 2
Data base integrity & validation	50,000	20,000
Data base integration	100,000	100,000
Brownfeld’s
Interrogate DB for orphan holes	10,000	10,000
Target delineation	30,000	30,000
Greenfeld’s
Structural Interp	120,000	120,000
Traditional Owner Liaison	60,000	60,000
Safety	30,000	20,000
Environmental	20,000	20,000
Totals	420,000	380,000
Northern Project Area (Greenfeld’s bias)	Year 1	Year 2
Ground/Airborne Gravity Surveys	300,000	500,000
Compilation of gravity/structure/mag data	80,000	80,000
Data inversion	45,000	75,000
Ground truthing	12,000	16,000
Target Delineation	22,500	27,500
Drilling	945,000	1,080,000
Assaying	118,000	135,000
Totals	1,962,500	2,313,500

Prospectus 81

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Western Project Area (Brownfeld’s bias)	Year 1	Year 2
Ground/Airborne Gravity Surveys	1,029,000	250,000
Compilation of gravity/structure/mag data	40,000	40,000
Data inversion	22,500	37,500
Ground truthing	3,000	4,000
Target Delineation	22,500	27,500
Drilling	630,000	720,000
Assaying	79,000	90,000
Totals	1,826,000	1,169,000
Southern Project Area (Brownfeld’s bias)	Year 1	Year 2
Ground/Airborne Gravity Surveys	-	125,000
Compilation of gravity/structure/mag data	20,000	20,000
Data inversion	11,250	18,750
Ground truthing	3,000	4,000
Target Delineation	22,500	27,500
Drilling	630,000	720,000
Assaying	78,750	90,000
Totals	765,500	1,005,250
Eastern Project Area (Brownfeld’s bias)	Year 1	Year 2
Ground/Airborne Gravity Surveys	-	375,000
Compilation of gravity/structure/mag data	60,000	60,000
Data inversion	33,750	56,250
Ground truthing	12,000	16,000
Target Delineation	22,500	27,500
Drilling	945,000	1,080,000
Assaying	118,125	135,000
Totals	1,191,375	1,749,750

82 Emmerson Resources Limited

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Glossary
Alteration;	the transformation that a rock undergoes in response to chemical and physical
	weathering processes
Aeromagnetic	airborne geophysical exploration technique that relies on the data survey;
	retrieved from the magnetic components of rocks
Arenites;	detrital sedimentary rocks, typically sandstone, with particles sized at 1/16 to 2mm
Bismuth;	A highly magnetic metallic element
Bornite;	a copper ore mineral
Breccia;	a coarse grained clastic rock composed of angular rock fragments held together by
	a mineral cement or in a fne-grained matrix
Chalcopyrite;	the main copper ore found in hydrothermal veins
Chlorite;	a group of greenish minerals that are widely distributed in low grade metamorphic
	rocks
Dilational;	an opening within a rock caused by structural movement
(structures)
Diorite;	a coarse-grained plutonic intermediate igneous rock
Dolerite;	a medium-grained basic igneous rock
Felsic;	light coloured silicate minerals such as quartz and feldspar
Granophyre;	a microgranite with small scale texture
Haematite;	an ore mineral of iron found in igneous rocks
Hangingwall;	the side of a fault
Hornblende;	a mineral present on metamorphic and igneous rocks
Igneous;	rock or mineral formed from molten material
Intercalated;	layered between
Jasper;	a reddish silica mineral
Lamprophyres;	medium-grained intermediate rocks which contain ferromagnesian phenocrysts
Lithology;	a term pertaining to the general characteristics of rocks, such as texture and
	composition
Magnetite;	an ore mineral of iron found in igneous rocks
Malachite;	a copper ore found in oxidised zones of copper deposits
Metamorphic;	rocks which have undergone physical and chemical change at high temperatures and
	pressures
Monzonite;	a granular plutonic rock intermediate between syenite and diorite
Paragenesis;	Origins and derivations of rocks
Porphyry;	medium grained rock containing phenocrysts

Prospectus 83

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Seismic (survey); geophysical exploration technique that acquires data by reflecting sound from underground strata and is processed to yield a picture of the sub-surface geology of an area Shoshonitic; an rock composed of olivine and augite phenocrysts in a groundmass of labradorite Sinistral; strike fault movement to the left Stratigraphy; referring to the distribution, deposition, and age of sedimentary rocks Syenites; coarse-grained intermediate igneous rocks containing feldspars Turbidite; sediment deposited as a result of turbidity currents Volcaniclastic; rock composed of pre-existing rock fragments produced from weathering and erosion of volcanic rocks Wackes; poorly sorted, ill-graded arenites

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84 Emmerson Resources Limited

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Section 6

Prospectus 85

This section contains the following financial information:

• The historical consolidated Balance Sheet of Emmerson Resources Limited as at 30 June 2007, and the historical consolidated Income Statement, historical consolidated Cash Flow Statement and historical consolidated Statement of Changes in Equity for the period from 1 July 2006 to 30 June 2007; and

• The historical consolidated Balance Sheet of Emmerson Resources Limited as at 31 August 2007, and the historical consolidated Income Statement, historical consolidated Cash Flow Statement and historical consolidated Statement of Changes in Equity for the period from 1 July 2007 to 31 August 2007; and

• The Pro-forma Financial Information comprising the Pro-forma consolidated Balance Sheet as at 31 August 2007 which assumes completion of the contemplated transactions as at that date as set out in Section 6.5.2.

6.1 Consolidated Income Statement

	CONSOLIDATED INCOME STATEMENT	CONSOLIDATED INCOME STATEMENT
	Reviewed Period from	Audited Period from
	1/07/07 to 31/08/07	1/07/06 to 30/06/07
	$	$
Revenue from continuing operations
Interest Revenue	10,197	42,066
Depreciation expense	(949)	(3,976)
Corporate & Legal Expenses	(38,489)	(200,744)
Employee benefts expense	(67,742)	(533,132)
Share based payments expense	(40,765)	-
Occupancy expense	(8,884)	(51,245)
Interest expense	(542)	(3,750)
General & Administrative Exp	(17,116)	(358,563)
Loss before income tax expense	(164,290)	(1,109,344)
Income tax expense	-	-
Loss from continuing operations after tax	(164,290)	(1,109,344)
Loss attributable to members of
Emmerson Resources Limited	(164,290)	(1,109,344)

86 Emmerson Resources Limited

6.2 Consolidated Balance Sheet

			CONSOLIDATED BALANCE	CONSOLIDATED BALANCE	SHEET
		Audited	Reviewed	Reviewed	Reviewed
		Historical	Historical	PRO-FORMA	PRO-FORMA
		As at 30/06/07	As at 31/08/07	Minimum	Maximum
				Subscription	Subscription
				As at 31/08/07	As at 31/08/07
	Note			$15M	$20M
CURRENT ASSETS
Cash and cash equivalents	6.5.3	118,362	234,367	14,611,417	19,299,517
Trade and other receivables	6.5.5	13,942	6,110	6,110	6,110
Other	6.5.6	13,710	53,491	53,491	53,491
TOTAL CURRENT ASSETS		146,015	293,968	14,671,018	19,359,118
NON-CURRENT ASSETS
Plant and equipment	6.5.7	5,897,323	5,881,068	5,881,068	5,881,068
Exploration and evaluation	6.5.8	3,546,700	3,737,254	3,737,254	3,737,254
Other		530,469	530,469	530,469	530,469
TOTAL NON-CURRENT ASSETS		9,974,492	10,148,791	10,148,791	10,148,791
TOTAL ASSETS		10,120,506	10,442,759	24,819,809	29,507,909
CURRENT LIABILITIES
Trade and other payables	6.5.9	937,125	918,330	867,009	867,009
Provisions	6.5.10	16,597	16,597	16,597	16,597
Interest-bearing liabilities	6.5.11	48,219	43,092	43,092	43,092
TOTAL CURRENT LIABILITIES		1,001,941	978,019	926,698	926,698
TOTAL LIABILITIES		1,001,941	978,019	926,698	926,698
NET ASSETS		9,118,565	9,464,740	23,893,111	28,581,211
EQUITY
Contributed equity	6.5.4	10,325,778	10,795,478	25,223,849	29,911,949
Reserves	6.5.12	-	40,765	40,765	40,765
Accumulated losses		(1,207,213)	(1,371,503)	(1,371,503)	(1,371,503)
TOTAL EQUITY		9,118,565	9,464,740	23,893,111	28,581,211

Prospectus 87

6.3 Consolidated Cash Flow Statement

		CONSOLIDATED CASH	FLOW STATEMENT
		Reviewed Period from	Audited Period from
		1/07/07 to 31/08/07	1/07/06 to 30/06/07
	Note	$	$
CASH FLOW FROM OPERATING ACTIVITIES
Payments to suppliers and employees		(196,918)	(236,807)
Interest received		24,139	28,124
Interest paid		(542)	(3,750)
Net cash infow/ (outfow) in operating activities	6.5.14	(173,321)	(212,433)
CASH FLOW FROM INVESTING ACTIVITIES
Payments for property, plant and equipment		(7,259)	(5,984,165)
Payments for exploration		(173,115)	(3,219,672)
Payments for rehabilitation provision deposits		-	(530,469)
Net cash infow/(outfow) in investing activities		(180,374)	(9,734,306)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from share issue		479,000	10,069,559
Payments for share issue costs		(9,300)	(93,781)
Repayment of loan from director		-	(100,000)
Net cash provided by fnancing activities		469,700	9,875,778
Net increase/ (decrease) in cash held		116,005	(70,960)
Cash at beginning of the period		118,362	189,322
Cash at end of the period	6.5.3	234,367	118,362

88 Emmerson Resources Limited

6.4 Consolidated Statement of Changes in Equity

	CONSOLIDATED STATEMENT OF	CONSOLIDATED STATEMENT OF	CHANGES IN	EQUITY
Audited	Issued Capital	Accumulated losses	Reserves	Total
1/07/2006 – 30/06/2007	($)	($)	($)	($)
Balance at 1 July 2006	350,000	(97,869)	-	252,131
Loss for period	-	(1,109,344)	-	(1,109,344)
Contributions of equity	10,069,559	-	-	10,069,559
Share issue costs	(93,781)	-	-	(93,781)
Balance at 30 June 2007	10,325,778	(1,207,213)	-	9,118,565

	CONSOLIDATED STATEMENT OF	CONSOLIDATED STATEMENT OF	CHANGES IN	EQUITY
Reviewed	Issued Capital	Accumulated losses	Reserves	Total
1/07/2007 – 31/08/2007	($)	($)	($)	($)
Balance at 1 July 2007	10,325,778	(1,207,213)	-	9,118,565
Loss for period	-	(164,290)	-	(164,290)
Share based compensation
expense	-	-	40,765	40,765
Contributions of equity	479,000	-	-	479,000
Share issue costs	(9,300)	-	-	(9,300)
Balance at 31 August 2007	10,795,478	(1,371,503)	40,765	9,464,740

6.5 Notes to the Historical and Pro-forma Financial Information

6.5.1 Statement of Significant Accounting Policies

The significant policies, which have been adopted in the preparation of the historical and pro-forma

(a) Going Concern

The consolidated entity recorded losses of $1,109,344 and $164,290 respectively for the year ended 30 June 2007 and the period from 1 July 2007 to 31 August 2007. In the forthcoming financial year, the consolidated entity will be required to meet mineral tenement, lease expenditure and services commitments. The financial statements have been prepared on the basis that the consolidated entity will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. In arriving at this position the directors have considered the following pertinent matters:

• On 31 July 2007, the Company issued 2,681,250 ordinary fully paid shares at $0.16 per share, raising $429,000 gross of capital raising fees.

• On 31 October, 2007 the Company completed the issue of 3,256,250 ordinary fully paid shares at $0.16 per share, raising $521,000 gross of capital raising fees.

• The company is undertaking an initial public offering (‘IPO’) of share capital, which is anticipated to be settled before 31 December, 2007. The Prospectus related to the IPO is for the issue of 75,000,000 ordinary fully paid shares at $0.20 per share to raise $15,000,000 gross of capital raising fees. The Prospectus also allows for the acceptance of an oversubscription of a further 25,000,000 ordinary fully paid shares, which will raise an additional $5,000,000 gross of capital raising fees.

Prospectus 89

The directors believe that at the date of this report there are reasonable grounds to believe that having regard to the matters set out above, the consolidated entity will be able to raise sufficient funds to meet its obligations as and when they fall due.

Should the consolidated entity not achieve the matters set out above, there is significant uncertainty whether the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report.

The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts, or to the amounts or classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

(b) Basis of preparation of financial information

The historical and pro-forma financial information has been prepared in accordance with the measurement and recognition requirements of applicable accounting standards and other mandatory professional reporting requirements in Australia, using the accrual basis of accounting, including the historical cost convention and the going concern assumption. The Consolidated Income Statement, the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity are for the period from 1 July 2007 to 31 August 2007, and the comparative information is for 1 July 2006 to 30 June 2007. Not all of the disclosure requirements required by Australian Accounting Standards in an annual financial report or the Corporations Act 2001 have been provided.

The pro-forma financial information includes pro-forma consolidated balance sheets assuming the Capital Raising had taken place on 31 August 2007. Separate pro-forma balance sheets have been prepared on the basis of the Capital Raising being fully subscribed and on the basis that the minimum subscription level is achieved.

(c) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Emmerson Resources Ltd (“company” or “parent entity”) as at 30 June 2007 and the results of all subsidiaries for the period then ended. Emmerson Resources Ltd and its subsidiaries together are referred to in this financial report as the Group or the Consolidated Group.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of the Subsidiaries by the Group.

Intercompany transactions, balances and unrealised gains on transactions between the Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Emmerson Resources Ltd.

(d) Significant accounting judgements, estimates and assumptions

(i) Significant accounting judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements.

90 Emmerson Resources Limited

Determination of mineral resources and ore reserves

The Group estimates its mineral resources and ore reserves in Accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2004 (the ‘JORC code’) as a minimum standard. The information on mineral resources and ore reserves were prepared by or under the supervision of Competent Persons as defined in the JORC code. The amounts presented are based on the mineral resources and ore reserves determined under the JORC code.

There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.

Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could impact on deprecation and amortisation rates, asset carrying values and provisions for decommissioning and restoration.

(ii) Significant accounting estimates and assumptions

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

Impairment of plant and equipment

Plant and equipment is reviewed for impairment if there is any indication that the carrying amount may not be recoverable. Where a review for impairment is conducted, the recoverable amount is assessed by reference to the higher of ‘value in use’ (being the net present value of expected future cash flows of the cash generating unit) and ‘fair value less costs to sell’.

Impairment of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself, or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors which could impact the future recoverability include the level of proved and probable reserves and mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by a BlackScholes model, using the assumptions detailed in 6.5.12.

(e) Segment reporting

A business segment is identified for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is identified when products or services are provided within a particular economic environment subject to risks and returns that are different from those of segments operating in other economic environments.

Prospectus 91

(f) Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of 3 months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purpose of the cash flow statement, cash and cash equivalents consists of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are included with interest-bearing loans and borrowings in current liabilities on the balance sheet.

(g) Investments and other financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-to-maturity’ investments, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Loans and receivables

Trade receivables, loans, and other receivables are recorded at amortised cost less impairment.

(h) Financial instruments issued by the Company

Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit consistent with the balance sheet classification of the related debt or equity instruments or component parts of compound instruments.

(i) Impairment of assets

At each reporting date, the entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. 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 for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) 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 (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

92 Emmerson Resources Limited

(j) Recoverable amount of assets

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

Recoverable amount is the lesser of fair value less costs to sell and value in use. It is determined for an individual assets, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

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.

(k) Plant and equipment

Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation.

Depreciation

Depreciation is provided on a straight line and diminishing value basis on all plant and equipment, other than freehold land. This is done over the useful lives of the asset to the Company commencing from the time the asset is held ready for use.

The depreciation periods used for each class of depreciable assets are:

Class of fxed asset	Depreciation period
Plant and equipment	3 - 15 years
Furniture & fxtures	5 – 10 years
Motor vehicles	5 – 10 years
Offce equipment	3 - 10 years
Software	5 years

(l) Non-current assets held for sale

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. The sale of the asset (or disposal group) is expected to be completed within one period from the date of classification.

(m) Trade and other payables

Trade payables and other payables are carried at amortised cost. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

(n) Revenue recognition

Interest revenue

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

Prospectus 93

(o) Income tax

Current tax

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

Deferred tax

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

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

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

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

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.

(p) Goods and services tax

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

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.

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

(q) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

94 Emmerson Resources Limited

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits or ownership of the leased item, are recognised as an expense on a straight line basis.

Finance leases

Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset, or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in profit and loss.

(r) Earnings per share

Basic earnings per share is determined by dividing the profit from ordinary activities after related income tax expense and after preference dividends by the weighted average number of ordinary shares outstanding during the financial period.

(s) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that the consolidated entity’s rights of tenure to that area of interest are current and that the costs are expected to be recouped through the successful development of the area or where activities in the area have not reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

If facts and circumstances suggest that the carrying amount of any exploration and evaluation assets may be impaired, the Entity must perform impairment tests on those assets in accordance with AASB 136 “Impairment of Assets”. Impairment of exploration and evaluation assets is to be assessed at cash generating unit level or group of cash generating unit levels provided this is no larger than an area of interest. Any impairment loss is to be recognised as an expense in accordance with AASB 136.

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

(t) Contributed equity

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. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of acquisition as part of the purchase consideration.

(u) Employee benefits

Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one period together with entitlements arising from wages and salaries, annual leave and sick leave which will be settled after one period, have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Other employee benefits payable later than one period have been measured at the present

Liabilities arising in respect of wages and salaries, annual leave, sick leave and any other employee entitlement expected to be settled within twelve months of the reporting date are measured at their nominal amounts. All other employee entitlement liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the interest rates attaching to government guaranteed securities which have terms to maturity approximating the terms of the related liability are used.

Employee entitlements expenses and revenues arising are charged against profits on a net basis in their respective categories.

Prospectus 95

(v) Share-based payment transactions

The Entity has provided benefits to employees (including directors) of the Entity in the form of sharebased payment transactions, 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 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 the Entity (‘market conditions’).

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).

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 number of awards, that, in the opinion of the directors of the Entity, will ultimately vest. This opinion is formed based on the best available information at balance date. 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.

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

Where the terms of an equity-settled transaction 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 increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where 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.

6.5.2 Basis on which the Pro-forma Balance Sheets have been prepared

The pro-forma balance sheets of the Company following the Capital Raising have been prepared for illustrative purposes only to show the effect of the transactions set out below. Separate pro-forma balance sheets have been prepared on the basis of the Capital Raising being fully subscribed and on the basis that the minimum subscription level is achieved.

The pro-forma balance sheets, because of their nature, may not give a true picture of the financial position of the Company. It is based on the historical financial information as contained in this prospectus and adjusted for the transactions as described below.

96 Emmerson Resources Limited

(a) PRO-FORMA Maximum Subscription

BALANCE SHEET

		Audited	Reviewed	Reviewed	Reviewed
		Historical	Historical	Pro-Forma	PRO-FORMA
		As at	As at	Adjustments	Maximum
		30/06/07	31/08/07		Subscription
					As at 31/08/07
	Note				$20M
CURRENT ASSETS
Cash and cash equivalents	(a)	118,362	234,367	19,065,150	19,299,517
Trade and other receivables		13,942	6,110	-	6,110
Other		13,710	53,491	-	53,491
TOTAL CURRENT ASSETS		146,015	293,968	19,065,150	19,359,118
NON-CURRENT ASSETS
Plant and equipment		5,897,323	5,881,068	-	5,881,068
Exploration and evaluation		3,546,700	3,737,254	-	3,737,254
Other		530,469	530,469	-	530,469
TOTAL NON-CURRENT ASSETS		9,974,492	10,148,791	-	10,148,791
TOTAL ASSETS		10,120,506	10,442,759	19,065,150	29,507,909
CURRENT LIABILITIES
Trade and other payables		937,125	918,330	(51,321)	867,009
Provisions		16,597	16,597	-	16,597
Interest-bearing liabilities		48,219	43,092	-	43,092
TOTAL CURRENT LIABILITIES		1,001,941	978,019	(51,321)	926,698
TOTAL LIABILITIES		1,001,941	978,019	(51,321)	926,698
NET ASSETS		9,118,565	9,464,740	19,116,471	28,581,211
EQUITY
Contributed equity	(b)	10,325,778	10,795,478	19,116,471	29,911,949
Reserves		-	40,765	-	40,765
Accumulated losses		(1,207,213)	(1,371,503)	-	(1,371,503)
TOTAL EQUITY		9,118,565	9,464,740	19,116,471	28,581,211

Prospectus 97

6.5.2 Basis on which the Pro-forma Balance Sheets have been prepared (continued)

This Pro-forma balance sheet has been prepared as if the following transactions had taken place as at 31 August 2007:

• the issue of 100,000,000 shares at 20 cents per share pursuant to this Prospectus to raise $20,000,000: and

• the payment and recognition directly in equity of costs incurred by the Company in relation to the Capital Raising estimated to be $1,455,850: and

• the issue of 3,256,250 shares at 16 cents per share to raise $521,000 (refer to note 6.5.20 Subsequent Events): and

• the issue of 256,604 shares at 20 cents per share to directors of the Company in lieu of director fees incurred and accrued but unpaid as at 31 August 2007(refer to note 6.5.20 Subsequent Events) .

Save for the matters described above, no adjustment has been made for events or transactions that have taken place since 31 August 2007.

(a) Reconciliation of Adjustments to Cash

(a) Reconciliation of Adjustments to Cash
	$
Balance as at 31 August 2007	234,367
Adjustments:
Proceeds from the issue of 100,000,000 ordinary shares at 20 cents	20,000,000
Proceeds from the issue of 3,256,250 ordinary shares at 16 cents	521,000
Expected cash cost of issue	(1,455,850)
Pro-forma cash balance as at 31 August 2007	19,299,517

(b) Reconciliation of Issued Capital

	$
Balance as at 31 August 2007	10,795,478
Adjustments:
Issue of 100,000,000 ordinary shares at 20 cents	20,000,000
Issue of 3,256,250 ordinary shares at 16 cents	521,000
Issue of 256,604 ordinary shares at 20 cents	51,321
Expected cash cost of issue	(1,455,850)
Pro-forma Issued Capital as at 31 August 2007	29,911,949

98 Emmerson Resources Limited

• 6.5.2 Basis on which the Pro-forma Balance Sheets have been prepared (continued)

(b) PRO-FORMA Minimum Subscription

			BALANCE	SHEET
		Audited	Reviewed	Reviewed	Reviewed
		Historical	Historical	Pro-Forma	PRO-FORMA
		As at	As at	Adjustments	Minimum
		30/06/07	31/08/07		Subscription
					As at 31/08/07
	Note				$15M
CURRENT ASSETS
Cash and cash equivalents	(a)	118,362	234,367	14,377,050	14,611,417
Trade and other receivables		13,942	6,110	-	6,110
Other		13,710	53,491	-	53,491
TOTAL CURRENT ASSETS		146,015	293,968	14,377,050	14,671,018
NON-CURRENT ASSETS
Plant and equipment		5,897,323	5,881,068	-	5,881,068
Exploration and evaluation		3,546,700	3,737,254	-	3,737,254
Other		530,469	530,469	-	530,469
TOTAL NON-CURRENT ASSETS		9,974,492	10,148,791	-	10,148,791
TOTAL ASSETS		10,120,506	10,442,759	14,377,050	24,819,809
CURRENT LIABILITIES
Trade and other payables		937,125	918,330	(51,321)	867,009
Provisions		16,597	16,597	-	16,597
Interest-bearing liabilities		48,219	43,092	-	43,092
TOTAL CURRENT LIABILITIES		1,001,941	978,019	(51,321)	926,698
TOTAL LIABILITIES		1,001,941	978,019	(51,321)	926,698
NET ASSETS		9,118,565	9,464,740	14,428,371	23,893,111
EQUITY
Contributed equity	(b)	10,325,778	10,795,478	14,428,371	25,223,849
Reserves		-	40,765	-	40,765
Accumulated losses		(1,207,213)	(1,371,503)	-	(1,371,503)
TOTAL EQUITY		9,118,565	9,464,740	14,428,371	23,893,111

This Pro-forma balance sheet has been prepared as if the following transactions had taken place as at 31 August 2007:

• the issue of 75,000,000 shares at 20 cents per share pursuant to this Prospectus to raise $15,000,000: and

• the payment and recognition directly in equity of costs incurred by the Company in relation to the Capital Raising estimated to be $1,143,950: and

• the issue of 3,256,250 shares at 16 cents per share to raise $521,000 (refer to note 6.5.20 Subsequent Events): and

• the issue of 256,604 shares at 20 cents per share to directors of the Company in lieu of director fees incurred and accrued but unpaid as at 31 August 2007(refer to note 6.5.20 Subsequent Events).

Save for the matters described above, no adjustment has been made for events or transactions that have taken place since 31 August 2007.

Prospectus 99

(a) Reconciliation of Adjustments to Cash

$

Balance as at 31 August 2007	234,367
Adjustments:
Proceeds from the issue of 75,000,000 ordinary shares at 20 cents	15,000,000
Proceeds from the issue of 3,256,250 ordinary shares at 16 cents	521,000
Expected cash cost of issue	(1,143,950)
Pro-forma cash balance as at 31 August 2007	14,611,417

(b) Reconciliation of Issued Capital

	$
Balance as at 31 August 2007	10,795,478
Adjustments:
Issue of 75,000,000 ordinary shares at 20 cents	15,000,000
Issue of 3,256,250 ordinary shares at 16 cents	521,000
Issue of 256,604 ordinary shares at 20 cents	51,321
Expected cash cost of issue	(1,143,950)
Pro-forma Issued Capital as at 31 August 2007	25,223,849

6.5.3 Cash Assets

	Reviewed PRO-FORMA	Reviewed PRO-FORMA
	Minimum Subscription	Maximum Subscription
	As at 31/08/07	As at 31/08/07
	$15M	$20M
Cash as at 31 August 2007	234,367	234,367
Proceeds from the issue of 3,256,250
ordinary shares at 16 cents
(refer note 6.5.20 Subsequent Events)	521,000	521,000
Proceeds from the issue of ordinary
shares pursuant to this Prospectus:
75,000,000 ordinary shares at 20 cents	15,000,000	-
100,000,000 ordinary shares at 20 cents	-	20,000,000
Expected cash cost of issue pursuant
to this Prospectus	(1,143,950)	(1,455,850)
Pro-forma cash balance as at 31 August 2007	14,611,417	19,299,517

100 Emmerson Resources Limited

6.5.4 Reconciliation of Issued Capital

Reconciliation of Issued Capital
	Audited Historical		Reviewed Historical
	As at 30/06/07		As at	31/08/07
	#	$	#	$
Balance as at 1 July 2006	3,500,000	350,000
Issued during the period	93,478,609	10,069,559
Transaction costs on issue	-	(93,781)
Balance as at 30 June 2007	96,978,609	10,325,778	96,978,609	10,325,778
Issue of ordinary fully paid shares
at $0.16 per share			2,993,750	479,000
Transaction costs on issue			-	(9,300)
Balance as at 31 August 2007			99,972,359	10,795,478
	Reviewed PRO-FORMA		Reviewed	PRO-FORMA
	Minimum Subscription		Maximum Subscription
	As at 31/08/07		As at	31/08/07
		$15M	$20M
	#	$	#	$
Balance as at 31 August 2007	99,972,359	10,795,478	99,972,359	10,795,478
Issue of ordinary fully paid shares
at $0.16 (refer note 6.5.20
Subsequent Events)	3,256,250	521,000	3,256,250	521,000
Issue of ordinary fully paid shares
at $0.20 pursuant to the prospectus	75,000,000	15,000,000	100,000,000	20,000,000
Issue of ordinary fully paid shares
at $0.20 (refer note 6.5.20
Subsequent Events)	256,604	51,321	256,604	51,321
Estimated cost of capital raising	-	(1,143,950)	-	(1,455,850)
	178,485,213	25,223,849	203,458,213	29,911,949

Terms and condition of contributed equity

Ordinary shares

Ordinary shares have the right to receive dividends as declared and in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Prospectus 101

6.5.5 Trade and other receivables

		Audited	Reviewed	Reviewed	Reviewed
		Historical	Historical	PRO-FORMA	PRO-FORMA
	As at	30/06/07	As at 31/08/07	Minimum	Maximum
				Subscription	Subscription
				As at 31/08/07	As at 31/08/07
				$15M	$20M
Sundry debtors		13,942	6,110	6,110	6,110

(a) Terms and conditions relating to the above financial instruments.

Sundry debtors are non-interest bearing and are normally settled on 30-day terms.

6.5.6 Other

6.5.6	Other
6.5.7	Audited Reviewed Reviewed Reviewed Historical Historical PRO-FORMA PRO-FORMA As at 30/06/07 As at 31/08/07 Minimum Maximum Subscription Subscription As at 31/08/07 As at 31/08/07 $15M $20M
	Prepayments 13,710 53,491 53,491 53,491
	Plant and equipment Audited Reviewed Reviewed Reviewed Historical Historical PRO-FORMA PRO-FORMA As at 30/06/07 As at 31/08/07 Minimum Maximum Subscription Subscription As at 31/08/07 As at 31/08/07 $15M $20M
	At cost 1 July 2006 3,725 Additions 6,032,384 At cost 30 June 2007 6,036,109 Less: accumulated depreciation (138,786)
	5,897,323
	At cost 1 July 2007 6,036,109 6,036,109 6,036,109 Additions 2,133 2,133 2,133 At cost 31 August 2007 6,038,242 6,038,242 6,038,242 Less: accumulated depreciation (157,174) (157,174) (157,174)
	5,881,068 5,881,068 5,881,068

(a) Assets pledged as security

Plant and equipment includes the following amounts where the Group is a lessee under a finance lease:

	Consolidated Group
	2007
Motor vehicles:	$
At cost	100,041
Accumulated depreciation	(36,508)
	63,533

102 Emmerson Resources Limited

6.5.8 Exploration and evaluation

	Audited	Reviewed	Reviewed	Reviewed
	Historical	Historical	PRO-FORMA	PRO-FORMA
	As at 30/06/07	As at 31/08/07	Minimum	Maximum
			Subscription	Subscription
			As at 31/08/07	As at 31/08/07
			$15M	$20M
At cost 1 July 2006	-
Additions	3,546,700
At cost 30 June 2007	3,546,700
At cost 1 July 2007		3,546,700	-	-
Additions		190,554	-	-
At cost 31 August 2007		3,737,254	3,737,254	3,737,254

The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful development and commercial exploitation or sale of the respective mining areas.

6.5.9 Trade and other payables

	Audited	Reviewed	Reviewed	Reviewed
	Historical	Historical	PRO-FORMA	PRO-FORMA
	As at 30/06/07	As at 31/08/07	Minimum	Maximum
			Subscription	Subscription
			As at 31/08/07	As at 31/08/07
			$15M	$20M
Trade creditors	173,057	138,874	138,874	138,874
Accrued expenses	764,068	744,092	692,771	692,771
Other	-	35,364	35,364	35,364
	937,125	918,330	867,009	867,009

(a) Terms and conditions relating to the above financial instruments.

Trade and other payables are non-interest bearing and are normally settled on 30-day terms.

6.5.10 Provisions

	Audited	Reviewed	Reviewed	Reviewed
	Historical	Historical	PRO-FORMA	PRO-FORMA
	As at 30/06/07	As at 31/08/07	Minimum	Maximum
			Subscription	Subscription
			As at 31/08/07	As at 31/08/07
			$15M	$20M
Employee entitlements -
annual leave	16,597	16,597	16,597	16,597

Prospectus 103

6.5.11 Interest Bearing Liabilities

		Audited	Reviewed	Reviewed	Reviewed
		Historical	Historical	PRO-FORMA	PRO-FORMA
	As at	30/06/07	As at 31/08/07	Minimum	Maximum
				Subscription	Subscription
				As at 31/08/07	As at 31/08/07
				$15M	$20M
Finance leases		48,219	43,092	43,092	43,092

The finance leases relate to motor vehicles that were purchased in the year ended 30 June 2007. The lease liability will be extinguished in full in the financial year ended 30 June 2008.

6.5.12 Reserves

	Audited	Reviewed	Reviewed	Reviewed
	Historical	Historical	PRO-FORMA	PRO-FORMA
	As at 30/06/07	As at 31/08/07	Minimum	Maximum
			Subscription	Subscription
			As at 31/08/07	As at 31/08/07
			$15M	$20M
Opening balance 1 July 2007	-	-	-	-
Share based payment expense
for the period	-	40,765	40,765	40,765
Closing balance 31 August 2007	-	40,765	40,765	40,765

On 5 July 2007, the Directors of the Company approved the issue of 11,500,000 options to purchase ordinary shares in the Company at $0.25 per share, this issue of options was subsequently ratified by a General Meeting of Shareholders of the Company on 31st August, 2007. The options were issued to executives, officers and employees of the Company as an incentive to encourage future performance of the Company. The options have vesting periods of 2 years from the date of issue, and have expiry dates ranging from 31 July 2010 to 31July 2012. The options can be exercised at any time between the end of the vesting period and the expiry date.

The fair value at grant date of the options granted was determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share price and the risk free interest rate for the term of the option.

The fair value of the options has been calculated using the following assumptions in the Black-Scholes option pricing model:

Share price:	16 cents
Volatility:	50%
Risk free interest rate:	6.50%
Expected life of options:	3.0 years – 5.0 years
Dividend yield:	nil
Fair value:	$ 0.05 - $ 0.07

104 Emmerson Resources Limited

6.5.13 Income tax

		Reviewed Historical	Audited Historical
		01/07/07 to 31/08/07	01/07/06 to 30/06/07
(a)	Income tax expense
	Current tax	-	-
	Deferred tax	-	-
		-	-

(b)	A reconciliation between tax expense and the product of accounting proft before income tax	A reconciliation between tax expense and the product of accounting proft before income tax	A reconciliation between tax expense and the product of accounting proft before income tax
	multiplied by the Entity’s applicable tax rate is as follows:
	Loss from continuing operations before income tax expense	164,290	1,109,344
	Tax at the company rate of 30%	49,287	332,803
	Income tax beneft not brought to account	(49,287)	(332,803)
	Income tax expense	-	-
(c)	Deferred tax
	Balance sheet
	Liabilities
	Capitalised exploration and evaluation expenditure	(336,132)	(278,966)
	Assets
	Provisions	4,979	4,979
	Tax losses recognised	331,153	273,987
	Net deferred tax recognised	-	-
(d)	Unused tax losses
	Unused tax losses for which no deferred
	tax asset has been recognised	1,347,333	1,223,808
	Potential tax beneft not recognised at 30%	404,199	367,142

Deferred tax assets have not been recognised in respect of these amounts as it is not considered probable that future taxable income will arise against which these assets may be offset.

The Company has not entered into a tax consolidation group with its subsidiaries.

6.5.14 Notes to the Cash Flow Statement

Notes to the Cash Flow Statement
	Reviewed Historical	Audited Historical
	01/07/07 to 31/08/07	01/07/06 to 30/06/07
Reconciliation of cash fow from operations with
proft from ordinary activities after income tax
Loss after income tax	(164,290)	(1,109,344)
Non-cash fows in proft from ordinary activities:
Depreciation	949	3,976
Share based payments	40,765	-
Changes in assets and liabilities:
(Increase) / decrease in receivables	7,832	(8,879)
(Increase) / decrease in prepayments	(39,781)	(13,710)
Increase / (decrease) in payables	(18,796)	898,928
Increase / (decrease) inprovisions	-	16,596
Net cash (used in)/generated by operating activities	(173,321)	(212,433)

Prospectus 105

6.5.15 Expenditure Commitments

In order to maintain current rights of tenure to its exploration permits, the Company has certain obligations to perform work in accordance with the work programmes, as approved by the relevant statutory body, when the permits are granted. These work programmes form the exploration commitment which may be renegotiated, varied between permits, or reduced due to sale, reduction of exploration area and/or relinquishment of non-prospective permits. Work in excess of work programmes may also be undertaken. The estimated commitment to the existing projects is $1,538,400.

The Company has entered into an operating lease over the premises at the registered office. Under the terms of the lease, the Company is obligated to pay $87,000 as at 31 August 2007.

6.5.16 Contingent Liabilities

The Company has the following contingent liabilities:

1. The Company has entered into a Rehabilitation Agreement (dated 6 November, 2001) with the Northern Territory (NT) Government, whereby the Company is obliged to perform rehabilitation obligations to the value of $ 750,000 pa. for 6 years (a total obligation of $4.5 million) on various mineral tenements, or pay the difference between the actual rehabilitation performed per year on the tenements and $750,000 into a deposit account held by the NT Government each of the 6 anniversary dates of the agreement. To date the Company has performed actual rehabilitation obligations of $333,041 and lodged a bank guarantee to the value of $ 416,958 with the NT Government. There are 5 anniversary dates for the agreement outstanding.

2. A binding agreement was entered into with the NT Government (Department of Primary Industry, Fisheries and Mines) dated 31 July, 2006 whereby the NT Government has agreed that all rehabilitation obligations of the Company (including those obligations contained within the Rehabilitation Agreement) are suspended (on “standstill”) until 45 days of cumulative commercial production from the Company’s tenements.

6.5.17 Loss per Share

Loss per Share
	Reviewed Period from	Audited Period from
	01/07/07 to 31/08/07	01/07/06 to 30/06/07
Loss used in calculating basic and diluted EPS	(164,290)	(1,109,344)
Weighted number of ordinary shares outstanding
during the period used in the calculation of basic EPS	98,475,484	85,409,193
Weighted number of ordinary shares outstanding
during the period used in the calculation of diluted EPS	98,475,484	85,409,193
Basic loss per share (EPS) (cents)	(0.2)	(1.3)
Diluted loss per share (EPS) (cents)	(0.2)	(1.3)

The Company issued additional shares subsequent to 31 August 2007. Refer to note 6.5.20 for details.

106 Emmerson Resources Limited

6.5.18 Financial Instruments

The Company’s principal financial instruments comprise cash and short-term deposits. The main purpose of these financial instruments is to fund the Company’s operations.

The company has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations.

The main risks arising from the company’s financial instruments are credit risk and interest rate risk. The board reviews and agrees policies for managing each of these risks and they are summarised below:

a) Credit risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions against those assets, as

The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company.

b) Interest rate risk

The Company’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates. The Company does not have a formal policy in place to mitigate such risks as the Company’s income and operating cash flows are not materially exposed to changes in market interest rates.

The consolidated entity’s exposure to interest rate risks and the effective interest rates on its financial assets and liabilities as at 30 June 2007 is as follows:

Weighted	Weighted	Floating	Fixed Interest	Rate	Non	Total
Average		Interest	Maturing		Interest
Effective		Rate			Bearing
Interest			Within	1-5
Rate			1 Period	Periods
2007		2007	2007	2007	2007	2007
%		$	$	$	$	$
Financial assets:
Cash at bank	5.38	118,362	-	-	-	118,362
Trade and other
receivables	-	-	-	-	13,942	13,942
Other current assets	-	-	-	-	13,710	13,710
Total fnancial assets		118,362	-	-	27,652	146,014
Financial liabilities:
Trade and other payables	-	-	-	-	(937,125)	(937,125)
Interest bearing liabilities	7.00	-	(48,219)	-	-	(48,219)
Total fnancial liabilities		-	(48,219)	-	(937,125)	(1,001,941)

c) Fair value of financial instruments

The directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values.

• the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.

Transaction costs are included in the determination of fair value.

Prospectus 107

6.5.19 Director and Executive Disclosures

The details of directors are set out in Section 11. The Directors are the same as the key management personnel of the Company.

Section 11.4 sets out remuneration agreements entered into with the proposed executives. Section 11.3 sets out the director’s shareholdings and option holdings. Section 11.4 sets out proposed remuneration and consulting fees.

6.5.20 Subsequent Events

On 31[st] October, 2007, the Company completed the issue of 3,256,250 ordinary fully paid shares at $0.16 per share raising $0.521 million. The proceeds of the issue will be used for ongoing exploration activities and for working capital purposes. With the issue, the total number of ordinary shares on issue at the time of this prospectus is 103,485,213.

On 31[st] October, 2007, the Company issued 256,604 ordinary fully paid shares at $0.20 for $51,321. The shares were issued to two directors of the Company in lieu of director fees owed of $51,321. The fees had been incurred and accrued as at 31 August 2007, but were unpaid as at that date.

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On 31[st] October 2007, the Directors of the Company approved the issue of 10,000,000 options to purchase ordinary shares in the Company, 5,000,000 options to purchase shares at $0.25 per share, 5,000,000 options to purchase shares at $0.30 per share. The options were issued to the Managing Director and CEO of the Company as an incentive to encourage future performance of the Company. The options have vesting periods of 2 years from the date that the Company is accepted for official listing on the Australian Stock Exchange (“ASX”) and each option has an expiry date of 5 years after the listing acceptance date. The options can be exercised at any time between the end of the vesting period and the expiry date.

6.5.21 Segment Information

The Company operates solely in the mineral exploration industry in Australia.

6.5.22 Related Party Disclosures

Details of directors’ interests are set out in Section 11.3. No other transactions with directors or related parties have occurred between 30 June 2007 and 31 August 2007.

On 1 July 2006, the Company received a loan of $100,000 from Mr Simon Andrew, a director of the Company. The loan incurred interest at the rate of 5% per annum. The loan was provided for the purpose of providing working capital to the Company, and was repaid in full on 4 April 2007.

108 Emmerson Resources Limited

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Section 7 independent accountant’s report

Prospectus 109

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7 November 2007

The Directors Emmerson Resources Limited Level 1 65 Hay Street SUBIACO WA 6008

Dear Sirs

Independent Accountant’s Report

1. Introduction

We have prepared this Independent Accountant’s Report (“Report”) at the request of the Directors of Emmerson Resources Limited and its controlled entities hereafter referred to as “the Company”, for inclusion in a Prospectus to be dated on or about 7 November 2007 relating to the offer of 75,000,000 Shares at 20 cents per share in the Company to raise $15,000,000 before capital raising costs (“Capital Raising”). Oversubscriptions of up to a further 25,000,000 Shares at an issue price of 20 cents each to raise up to a further $5,000,000 may be accepted (“Oversubscription”).

The offer is not underwritten.

Expressions defined in the Prospectus have the same meaning in this Report.

2. Background Information

The Company was incorporated in November 2005. The Company proposes to issue 75,000,000 Shares at 20 cents per share in the Company to raise $15,000,000 and accept oversubscriptions up to a further 25,000,000 Shares at an issue price of 20 cents each to raise up to $5,000,000.

3. Scope

We have been requested to prepare an Independent Accountant’s Report covering the following financial information:

• Historical Financial Information comprising the Historical Consolidated Balance Sheet as at 30 June 2007 and the Historical Consolidated Income Statement, Historical Consolidated Statement of Changes in Equity, Historical Consolidated Cash Flow Statement and applicable notes to these statements for the financial year ending 30 June 2007 set out in Section 6 of the Prospectus;

Liability limited by a scheme approved under Professional Standards Legislation.

VT;LB;Emmerson;005

110 Emmerson Resources Limited

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• Historical Financial Information comprising the Historical Consolidated Balance Sheet as at 31 August 2007 and the Historical Consolidated Income Statement, Historical Consolidated Statement of Changes in Equity, Historical Consolidated Cash Flow Statement and applicable notes to these statements for the period from 1 July 2007 to 31 August 2007 set out in Section 6 of the Prospectus; and

• Pro-forma Financial Information comprising the Pro-forma Consolidated Balance Sheet as at 31 August 2007 which assumes completion of the contemplated transactions as at that date as set out in Section 6.5.2 of the Prospectus.

The Directors have prepared and are responsible for the Historical and Pro-forma Financial 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.

Audit of Historical Financial Information

We have conducted an independent audit of the historical financial information in order to express an audit opinion. Our audit has been conducted in accordance with Australian Auditing and Assurance Standards applicable to audit engagements to provide reasonable assurance whether the historical financial information is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the historical financial information, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the historical financial information is presented fairly in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, so as to present a view which is consistent with our understanding of the Company’s financial position as at 30 June 2007, and of its performance as represented by the results of its operations and its cash flows for the year ended 30 June 2007.

Review of Historical Financial Information

We have conducted an independent review of the historical financial information for the period ended 31 August 2007 in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that the historical financial information is not prepared in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements and has been limited to reading of relevant Board minutes, inquiries of management personnel, analytical procedures applied to the financial data and certain limited verification procedures. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the historical financial information.

Prospectus 111

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Review of Pro-forma Financial Information

We have conducted an independent review of the pro-forma financial information in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that:

• a) the Pro-forma Balance Sheet has not been prepared on the basis of the assumptions set out in Section 6.5.2 of the Prospectus; and

• b) the Pro-forma Financial Information is not applying the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the pro-forma transactions as set out in Section 6.5.2 of the Prospectus had occurred at 31 August 2007.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements and has been limited to reading of relevant Board minutes, reading of contracts and other legal documents, inquiries of management personnel and analytical procedures applied to the financial data. We have also determined whether the pro-forma transactions form a reasonable basis for the preparation of the pro-forma balance sheet. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the pro-forma financial information.

4. Audit Opinion

Audit Opinion on Historical Financial Information

In our opinion, the historical financial information of the Company as set out in Section 6 of the Prospectus presents fairly, in all material respects, in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, the financial position of Company as at 30 June 2007 and its performance as represented by the results of its operations and its cash flows for the year ended 30 June 2007.

�������������������������������������������������������

Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Section 6.5.1(a) “Going Concern” of the financial report, there is significant uncertainty whether the consolidated entity will be able to continue as a going concern and therefore whether it will be able to pay its’ debts as and when they fall due and realise its’ assets and extinguish its’ liabilities in the normal course of business at the amounts stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

112 Emmerson Resources Limited

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5. Review Statements

Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the historical financial information, as set out in Section 6 of the Prospectus, is not prepared in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, to present:

• the financial position of the Company as at 31 August 2007; and

• its performance as represented by the results of its operations and its cash flows for the period ended 31 August 2007.

�������������������������������������������������������

Without qualification to the statement expressed above, attention is drawn to the following matter. As a result of the matters described in Section 6.5.1(a) “Going Concern” of the financial report, there is significant uncertainty whether the consolidated entity will be able to continue as a going concern and therefore whether it will be able to pay its’ debts as and when they fall due and realise its’ assets and extinguish its’ liabilities in the normal course of business at the amounts stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

Pro-forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the pro-forma financial information as set out in Section 6 of the Prospectus:

• a) has not been prepared on the basis of the assumptions as set out in Section 6.5.2 of the Prospectus of the Company as at 31 August 2007, and

• b) is not applying the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the pro-forma transactions set out in Section 6.5.2 of the Prospectus had occurred on that date.

6. Subsequent Events

Apart from the matters dealt with in this Report and having regard to the scope of our Report, to the best of our knowledge and belief, no material transactions or events outside the ordinary business of the Company subsequent to 31 August 2007 have come to our attention which require comment on or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Prospectus 113

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7. Disclosure

Ernst & Young does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Ernst & Young provides audit services to the Company, and will receive a professional fee for the preparation of this Report.

The Company has agreed to indemnify and hold harmless Ernst & Young and its employees from any claims arising out of misstatement or omission in any material or information supplied by the Company.

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

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Yours faithfully

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Ernst & Young

114 Emmerson Resources Limited

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Section 8 solicitor’s report on tenements

Prospectus 115

The Company has commissioned and received a Solicitor’s Report from Steinepreis Paganin dated 5 November 2007 (Solicitor’s Report) in relation to the tenements in which the Company has an interest (Tenements).

The Company lodged a copy of the Solicitor’s Report with the ASIC on 7 November 2007. The lodged Solicitor’s Report is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. The Company will give a copy of the Solicitor’s Report to any person who requests a copy of it during the offer period, free of charge.

The Solicitor’s Report is a review of publicly available information obtained from searches conducted at the Northern Territory Department of Primary Industry, Fisheries and Mines, and the National Native Title Tribunal. The results of those searches are set out in the Solicitor’s Report.

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The Solicitor’s Report describes obligations and limitations on any rights with respect to the Tenements. In particular, all of the Tenements are subject to various conditions and native title claims and the majority of Tenements are affected by registered native title agreements.

The Solicitor’s Report also contains a schedule setting out information about the Tenements.

The information provided in the Solicitor’s Report is subject to specified assumptions and qualifications as to the accuracy and completeness of information relating to the Tenements obtained during searches of records.

Investors and their advisers who wish to review detailed information about the Tenements may obtain a copy of the Solicitor’s Report by contacting the Company or by downloading a copy from the Company’s website.

A complete listing of the Company’s Tenements is set out in the Independent Geologist’s Report at Section 5 of this Prospectus.

116 Emmerson Resources Limited

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Section 9 risk factors

Prospectus 117

9.1 Introduction

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

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

9.2 Economic Risks

General economic conditions, 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.

Further, 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:

• (a) general economic outlook;

• (b) interest rates and inflation rates;

• (c) currency fluctuations;

• (d) changes in investor sentiment toward particular market sectors;

• (e) the demand for, and supply of, capital; and

• (f) terrorism or other hostilities.

9.3 Market Conditions

The market price of the Shares 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.

9.4 Exploration Success

The mineral tenements of the Company as described in this Prospectus 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 the 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 described in the Independent Geologist’s Report and this Prospectus 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.

9.5 Operating Risks

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, local political instability 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.

118 Emmerson Resources Limited

9.6 Resource Estimates

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.

9.7 Commodity Price Volatility and Exchange Rate Risks

If the Company achieves exploration success leading to production, the revenue it will derive through the sale of gold and other minerals will expose the potential income of the Company to commodity price and exchange rate risks.

Gold and other 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.

International prices of gold 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

9.8 Environmental Risks

The operations and proposed activities of the Company are subject to Northern Territory 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 Primary Industry, Fisheries and Mines in the Northern Territory 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.

The Company is party to a Rehabilitation Agreement with the Northern Territory Government which requires the Company to undertake annual rehabilitation expenditures on certain Tenements to the value of $750,000 per annum (and an aggregate of $4.5 million over six years) or if a lesser amount is spent in any year, deposit the difference between the actual amount spent and the $750,000 requirement in an account administered by the Northern Territory Government. To date, the Company has expended $333,041 under its rehabilitation obligations and lodged a bank guarantee with the Northern Territory Government in an amount of $416,958. Further details in relation to the Rehabilitation Agreement are set out in Section 10.3 of this Prospectus.

Pursuant to the terms of a Standstill Deed, the Company’s rehabilitation obligations under the Rehabilitation Agreement have been suspended until commercial production commences from any of the Company’s Tenements. Further details in relation to the Standstill Deed are set out in Section 10.2.

Prospectus 119

9.9 Title Risks and Native Title

Interests in the Company’s Tenements are governed by Northern Territory mining 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.

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

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9.10 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 Offer. 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 programs as the case may be.

9.11 Reliance on Key Management

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.

9.12 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 securities offered under this Prospectus. Therefore, the securities 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 securities.

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

120 Emmerson Resources Limited

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Section 10 material contracts

Prospectus 121

Set out below is a summary of the material contracts to which the Company or one of its subsidiaries is a party.

10.1 Barkly Joint Venture Agreement

On 19 July 2005, Giants Reef Exploration Pty Ltd and Santexco Pty Ltd (both wholly owned subsidiaries of the Company) (together, the Farmor) and Meteoric Resources NL (Farmee) (together, the Participants and each a Participant) entered into an agreement (Barkly JVA) pursuant to which the Farmee may earn a joint venture interest in exploration licence 10370 and mineral leases C57 and C217-C224 inclusive (Tenements) on the following material terms and conditions:

• (a) (51% Joint Venture Interest): the Farmor grants to the Farmee the right to earn 51% of the following interests by expending a minimum of $300,000 in respect of the Tenements by 10 November 2007 (which has been expended):

• (i) the obligation to contribute to all joint venture expenditure;

• (ii) the ownership of, and benefit to receive and dispose of, as tenants in common, the minerals produced by the joint venture; and

• (iii) the beneficial ownership, as tenants in common, of the joint venture property,

(together, the Joint Venture Interest);

• (b) (Additional 19% Joint Venture Interest): the Farmee may earn an additional 19% Joint Venture Interest by expending an aggregate of $500,000 in respect of the Tenements by 10 November 2009. However, within 30 days of the Farmee earning a 51% Joint Venture Interest, the Farmor may elect to contribute to the joint venture expenditure to the exclusion of the Farmee’s right to earn the additional 19% Joint Venture Interest;

• (c) (Maintenance of Tenements): whilst the Farmee has the right to earn an additional Joint Venture Interest (Earning Period), the Farmee must ensure that the minimum expenditure conditions applicable to the Tenements are discharged each year;

• (d) (Assignment of Interest): upon the Farmee earning a Joint Venture Interest, the Farmor shall transfer to the Farmee the relevant interest in the Tenements, and at the end of the Earning Period the Participants will be associated in an unincorporated joint venture for the purpose of exploring, and if viable commencing mining operations on, the Tenements (Joint Venture);

• (e) (Representations and Warranties): the Barkly JVA contains standard Farmor representations and warranties in relation to title and standing of the Tenements;

• (f) (Manager): the Farmee shall be the Manager of the Joint Venture during the Earning Period and shall, subject to the requirement to comply with the duties of the Manager set out in the Barkly JVA, conduct the Joint Venture operations in its discretion;

• (g) (Budgets and Contributions): the Manager shall prepare and submit budgets for approval by the Joint Venture operating committee, and, once approved, each Participant must contribute to the budgeted Joint Venture expenditure in proportion to their Joint Venture Interest, subject to the Farmor not being required to make any contribution during the Earning Period;

• (h) (Dilution): if a Participant does not wish, or fails, to contribute to the Joint Venture expenditure in accordance with the approved budget, that Participant’s Joint Venture Interest shall dilute in accordance with the formulas set out in the Barkly JVA;

• (i) (Assignment to Related Party): any Participant may assign any of its Joint Venture Interest to a related company without the other Participants’ consent provided the related company can demonstrate a financial capacity to meet the relevant Joint Venture expenditure obligations;

• (j) (Assignment to Non-Related Party): no Participant may assign its Joint Venture Interest to a nonrelated party unless it first offers to assign that interest to the other Participants upon the same terms and conditions, and that offer is not accepted by the other Participants within 30 days of the making of the offer;

122 Emmerson Resources Limited

• (k) (Change of Control): a change in control of a Participant shall be deemed to be an offer by that Participant to transfer the whole of its Joint Venture Interest to the other Participants for the market value of the Joint Venture Interest. For the purposes of the Barkly JVA, a “change in control” occurs in relation to a Participant where a person (either alone, or together with any associates) acquires or disposes of:

• (i) a relevant interest in 30% or more of the issued voting capital of the relevant Participant; or

• (ii) a legal or beneficial interest in 30% or more of any other class of shares comprising the issued capital of the relevant Participant,

except where the change in relevant interests arises as due to:

• (iii) a change in shareholdings in an ASX listed company; or

• (iv) a transfer to or from a related company;

• (l) (Minimum Interest): a Participant may not assign any part of a Joint Venture Interest which results in its continuing interest being less than 10%, and where a Participant’s Joint Venture Interest is reduced in any other manner to below 10%, that Participant shall be deemed to have withdrawn from the Joint Venture;

• (m) (Decision to Mine): upon the resolution of the Joint Venture operating committee to commence mining operations on the Tenements, the Participants shall negotiate a Production Joint Venture Agreement in relation to the development and production of minerals from the Tenements on similar terms to the Barkly JVA;

• (n) (Withdrawal): subject to the requirement that the Farmee expend a minimum $75,000 in respect of the Tenements by 19 July 2006 before it may withdraw from the Joint Venture, any Participant may withdraw from the Joint Venture by giving 30 days’ notice to the other Participants;

• (o) (Term of Joint Venture): the Joint Venture shall continue until:

• (i) terminated by unanimous agreement between the Participants;

• (ii) there remains for any reason only one Participant; or

• (iii) 30 June 2080,

whichever is the earlier; and

• (p) (Governing Law): the Barkly JVA is governed by the laws of the Northern Territory.

10.2 Standstill Agreement

On 31 July 2006, the Company entered into a standstill deed with Giants Reef Exploration Pty Ltd (GRE), Santexco Pty Ltd (Santexco), TC8 Pty Ltd (TC8) (all wholly owned subsidiaries of the Company) and the Northern Territory of Australia (Department) (Standstill Deed) pursuant to which the Department agreed to suspend all the rehabilitation obligations under the Rehabilitation Agreement (referred to below at 10.3) (Rehabilitation Obligations) on the following material terms and conditions:

• (a) (Standstill of Rehabilitation Obligations): subject to the conditions of standstill outlined in (b) below, the Department agrees to:

• (i) suspend the Rehabilitation Obligations of GRE, Santexco, TC8 and the Company in respect of the tenements as identified in the Solicitor’s Report (Tenements);

• (ii) suspend the obligations assumed by the Company under clause (c)(i) below; and

• (iii) not to enforce its rights under the Rehabilitation Agreement;

• (b) (Conditions): the conditions of the standstill of Rehabilitation Obligations are as follows:

• (i) on and from the date on which commercial production of minerals from any of the Tenements has commenced and continues for 45 cumulative days (Production Date), the Rehabilitation Obligations will cease to be suspended and shall apply in respect of those Tenements; and

• (ii) the second deposit payable under the Rehabilitation Agreement will be due 12 months from the Production Date and each subsequent deposit will be due on the following 4 anniversaries of the Production Date;

Prospectus 123

• (c) (Assumption and Release): the Company agrees to assume all of the obligations of Centralian Minerals Limited (Centralian) under the Rehabilitation Agreement and release and discharge Centralian from any covenants, agreements, liabilities and obligations contained in the Rehabilitation Agreement;

• (d) (Assignment): each of the Company, TC8, Santexco and GRE may not sell, assign or otherwise dispose of all or any of their interest in the Tenements unless and until such time as:

• (i) a prospective transferee or assignee has covenanted in writing with the Department to observe, perform and be bound by the Rehabilitation Obligations; and

• (ii) the Department approves the prospective transferee or assignee, such approval not to be unreasonably withheld; and

• (e) (Governing Law): the Standstill Deed is governed by the laws of the Northern Territory.

10.3 Rehabilitation Agreement

On 6 November 2001, Santexco, Centralian Minerals Limited (formerly Giants Reef Mining Limited) (Centralian) and the Department entered into a rehabilitation agreement (Rehabilitation Agreement) in relation to all mining interests held by Santexco as at the date of the Rehabilitation Agreement, including, but not limited to, those known as the Warrego, White Devil and Gecko mines near Tennant Creek (Tenements).

The Rehabilitation Agreement contains the following material terms and conditions:

• (a) (Deposit): on the first anniversary of the day treatment of ore from MLC 176 and MLC 177 (Chariot Leases) commences (Commencement Date) and thereafter on the following five anniversaries of the Commencement Date, Santexco will pay an amount equal to $750,000 (less any approved rehabilitation expenditure which Santexco establishes to the satisfaction of the Department and has been expended in the previous 12 month period) (Deposit) into a deposit account. The parties acknowledge that the Deposit may be paid by Centralian on behalf of Santexco;

• (b) (Deposit Account): funds paid into the deposit account pursuant to the Rehabilitation Agreement will be held by the Department as security for the performance by Santexco of its rehabilitation obligations;

• (c) (Department Acknowledgement): the Department acknowledges Santexco’s intentions as set out in the Rehabilitation Agreement and agrees that it shall have regard to such intentions in stipulating rehabilitation requirements and in considering requests for approval of rehabilitation plans;

• (d) (Rehabilitation Expenditure Plan): Santexco must submit rehabilitation plans to the Department at least once annually for approval, which approval shall not be unreasonably withheld. Santexco will then undertake rehabilitation in respect of the Tenements in accordance with the approved rehabilitation plans. Santexco will undertake approved rehabilitation until the later of six years from the Commencement Date or the date when all environmental rehabilitation in respect of the Tenements has been completed to the satisfaction of the Department. Where following the depositing of six deposits in accordance with the Rehabilitation Agreement, Santexco’s outstanding rehabilitation obligations are less than the balance in the deposit account, the excess account in the deposit account will be released to Santexco. The residue funds will remain in the deposit account until the environmental liabilities have been extinguished and Santexco may make application for release of such funds;

• (e) (Default): if Santexco does not rectify or remedy a default as required within sixty days of receiving a written notice from the Department, the Department may exercise its rights or remedies pursuant to the Rehabilitation Agreement;

• (f) (Tenement Relinquishment): Santexco agrees that the Tenements will not be relinquished without the prior written consent of the Department which consent shall not be unreasonably withheld; and

• (g) (Governing Law): the Rehabilitation Agreement is governed by the laws of the Northern Territory of Australia.

124 Emmerson Resources Limited

10.4 Sponsoring Broker Agreement

On 25 October 2007, Bell Potter Securities Limited agreed to act as Corporate Adviser and Lead Manager to the Offer.

The equity raising fees payable to Bell Potter Securities Limited under the engagement comprise:

• (a) an issue management fee of 2.0% of the total funds raised under the Offer; and

• (b) a broking fee of 3.5% of the total funds raised under the Offer.

The Company must reimburse Bell Potter Securities Limited for all reasonable expenses incurred in connection with the provision of its services.

10.5 Consultancy Agreement – Macfac Pty Ltd

On 3[rd] April, 2007, the Company entered into a consultancy agreement with Macfac Pty Ltd, a company controlled by Mr Andrew McIlwain (a director of the Company) (Consultant) for the provision of management consultancy services to the Company on the following material terms and conditions:

• (a) (Term): the Consultant is engaged for a period of 12 months commencing on the date of this agreement;

• (b) (Remuneration): the Company shall pay to the Consultant:

• (i) $1,500 (GST exclusive) per day where the Consultant is engaged in the provision of the Consultancy Services for 5 Days in any single week;

• (ii) $1,750 (GST exclusive) per day where the Consultant is engaged in the provision of the Consultancy Services for less than 5 days in any single week; and

• (iii) $250 (GST exclusive) per hour for each day the Consultant spent less than 5 hours in the provision of the Consultancy Services;

• (c) (Termination by Consultant): the Consultant may terminate the agreement at any time and for any reason by giving the Company 30 days notice; and

• (d) (Termination by Company): the Company may terminate the agreement:

• (i) at any time with 30 days notice; or

• (ii) immediately without notice if the Consultant’s manager, Andrew Mcllwain, ceases to be employed by the Consultant.

10.6 Consultancy Agreement – Essential Risk Solutions Ltd

On 25 January 2007, the Company entered into a consultancy agreement with Essential Risk Solutions Ltd BC, a company associated with Mr Tim Hronsky (a director of the Company) (Consultant) for the provision of geological consulting and risk management services to the Company on the following material terms and conditions:

• (a) (Term): the Consultant is engaged by the Company until the Agreement is terminated in accordance with (d) or (e) set out below.

• (b) (Remuneration): the Company shall pay to the Consultant a consultancy fee (Fee) of $1,200 per day (exclusive of GST). The Consultant agrees to perform the services on a minimum of 6 days work per month for 11 of the 12 months in a year. Accordingly, the guaranteed minimum Fee to be paid to the Consultant is $79,200 per annum.

Prospectus 125

• (c) (Termination by Company with Cause): the Company may upon written notice of default and the subsequent failure of the Consultant to remedy that default within 3 days, terminate the agreement if the Consultant has:

• (i) failed to perform the services or observe any obligation, term, condition or stipulation contained in this Agreement;

• (ii) failed, refused or neglected to comply with any reasonable instruction or direction which the Company is entitled to give;

• (iii) become bankrupt, been wound up in compulsorily, been placed into receivership, passed or purports to pass a resolution to enter into liquidation;

• (iv) an execution levied on its goods; or

• (v) entered into any arrangement for the benefit of its creditors.

• (d) (Termination by Company without Cause): the Company may terminate the agreement by giving 4 weeks prior written notice, or pay the Consultant compensation in lieu of the notice, in the following situations:

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• (i) the Company deems in its sole and absolute discretion that the Consultant’s services are no longer required or the Consultant’s performance is inadequate; or

• (ii) the Consultant’s position becomes redundant.

• (e) (Termination by Consultant): the Consultant may terminate the agreement by giving at least 4 weeks written notice to the Company.

10.7 Directors’ Deeds of Indemnity

The Company has entered into a Deed of Indemnity with each of the Directors. Under these deeds, the Company agrees to indemnify each Director to the extent permitted by the Corporations Act against any liability as a result of the Director acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant Director.

126 Emmerson Resources Limited

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Section 11 additional information

Prospectus 127

11.1 Rights Attaching to Securities

11.1.1 Ordinary Shares

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(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 of the Company.

(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

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend,

(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 contributories 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. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e) Transfer of Shares

Generally, shares in the Company 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 Listing Rules.

(f) 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.

128 Emmerson Resources Limited

11.1.2 Options

Director Options

The Director Options are subject to the following conditions:

• (a) Each Director Option entitles the holder, when exercised, to one fully paid ordinary share in the capital of the Company.

• (b) The Director Options are exercisable on or before 31 July 2010.

• (c) The exercise price for each Director Option is $0.25.

Executive Options

• (a) Each Executive Option entitles the holder, when exercised, to one fully paid ordinary share in the capital of the Company.

• (b) The Executive Options are issued on the following basis:

• (i) 5,000,000 Executive Options are exercisable at $0.25 after:

  • (A) 24 months following the date of admission of the Company to the Official List (Vesting Date); and

  • (B) on or before the third anniversary of the Vesting Date; and

• (ii) 5,000,000 Executive Options are exercisable at $0.30 after:

  • (A) 18 months following the date of admission of the Company to the Official List (Second Vesting Date); and

  • (B) on or before 6 months after the third anniversary of the Second Vesting Date.

Management A Options

• (a) Each Management A Option entitles the holder, when exercised, to one fully paid ordinary share in the capital of the Company.

• (b) The Management A Options are exercisable on or before 31 July 2012.

• (c) The exercise price for each Management A Option is $0.25.

Management B Options

• (a) Each Management B Option entitles the holder, when exercised, to one fully paid ordinary share in the capital of the Company.

• (b) The Management B Options are exercisable on or before that date which is 5 years from the date on which the twenty (20) day Volume Weighted Average Price of the Shares (as traded on ASX) (VWAP) is at any time equal to or more than 1.5 times the VWAP calculated during the twenty (20) day period following listing of the Company on ASX.

• (c) The exercise price for each Management B Option is $0.25.

The Director Options, Executive Options, Management A Options and Management B Options are otherwise exercisable in accordance with the terms of the Employee Incentive Option Scheme, the material terms of which are set out in Section 11.2 below.

11.2 Employee Incentive Option Scheme

On 19 September 2007, the Board adopted an Employee Incentive Option Scheme to allow individuals to be granted Options (Scheme Options) to acquire Shares in the Company, the principal terms of which are summarised below.

Eligibility and Grant of Scheme Options

The Board may grant the Scheme Options to any director, officer or employee of the Company selected by the Board. Scheme Options may be granted by the Board at any time when there are no restrictions on dealing in the Shares and the Company is not in a close period.

Prospectus 129

Option Price

Scheme Options will be issued for no consideration. The price payable on the exercise of the Scheme Options will be determined by the Board and will not be less than the market value of Shares at the date of grant.

Exercise of Scheme Options and Performance Condition

The Board will determine at grant the exercise period or periods of Scheme Options and any appropriate performance condition. Performance conditions may, however, be varied or waived by the Board if it reasonably considers events have affected the viability of the performance conditions.

Scheme Options may be exercised upon satisfaction of conditions set out in the offer or (subject to the performance conditions unless waived or varied) within 60 days after the employee ceases to be a director or employee of the Company (subject to the discretion of the Board). Scheme Options are exercisable (subject to the performance conditions unless waived or varied) following a change of control of the Company or a trade sale or on commencement of a winding up or on a court sanctioned reconstruction or amalgamation and will thereafter lapse. Scheme Options are personal and will lapse on assignment or other transfer by the option holder, except to a personal representative.

11.3 Disclosure of Interests

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

Director	Shares	Options
Tim Kestell	6,136,030	Nil
Simon Andrew	6,136,029	Nil
Andrew McIlwain	643,062	3,000,000 Director Options
Tim Hronsky	113,542	2,000,000 Director Options
Rob Bills (Managing Director)	1,812,500	10,000,000 Executive Options

As at the date of this Prospectus Stark Investments, a global investment fund based in Milwaukee, Wisconsin with in excess of US$14bln under management, through its affiliated funds holds 72,956,550 Shares which is equivalent to a 70% interest in the Company.

11.4 Remuneration

The Company’s Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for nonexecutive Directors has been set at an amount not to exceed $200,000 per annum.

As at the date of this Prospectus, the Directors are entitled to the following fees and benefits on an annual basis:

Director	Directors’ Fee ($)1
Tim Kestell	25,0002
Simon Andrew	25,000
Andrew McIlwain	50,0003
Tim Hronsky	27,2503
Rob Bills (Managing Director)	300,0004

Notes:

1. Exclusive of superannuation.

2. Payable upon listing of the Company on ASX. Mr Kestell currently receives an annual salary of $250,000 (plus superannuation) payable until the Company receives conditional approval for admission to the Official List.

3. The Company has issued Shares to Mr Andrew McIlwain and Mr Tim Hronsky at a deemed issue price of $0.20 per Share in lieu of these directors’ fees for the period ended 31[st] October, 2007.

4. Mr Bills may receive a bonus of up to $75,000 per annum. payable at the discretion of the Board.

130 Emmerson Resources Limited

The remuneration of the Managing Director may be fixed by the Directors and is paid by way of fixed salary, bonus and options.

The Company has engaged the services of Macfac Pty Ltd, a company related to Mr Andrew McIlwain, for the provision of general management services on the terms set out in Section 10.5 of this Prospectus.

The Company has also engaged the services of Essential Risk Solutions Limited, a company related to Mr Tim Hronsky, for the provision of geological consulting and risk management services, on the terms set out in Section 10.6 of this Prospectus.

11.5

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

• (a) Director of the Company;

• (b) 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;

• (c) promoter of the Company; or

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

has, or had within 2 years before lodgement of this Prospectus with the ASIC, any interest in:

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

• (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of Shares under this Prospectus; or

• (iii) the offer of Shares under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

Ernst & Young has acted as auditor and Independent Accountant and has prepared an Independent Accountant’s Report which has been included in Section 7 of this Prospectus. The Company estimates it will pay Ernst & Young a total of $20,000 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, Ernst & Young has not received any other fees from the Company.

Corvidae Pty Ltd as trustee for Ravensgate Unit Trust trading as Ravensgate has acted as the Independent Geologist and has prepared the Independent Geologist’s Report which has been included in Section 5 of this Prospectus. The Company estimates that it will pay Corvidae Pty Ltd as trustee for Ravensgate Unit Trust trading as Ravensgate a total of $20,000 for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Corvidae Pty Ltd as trustee for Ravensgate Unit Trust trading as Ravensgate has not received any other fees from the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer, has prepared the Solicitor’s Report incorporated by reference in Section 8 of this Prospectus and has been involved in due diligence enquiries on legal matters. The Company estimates it will pay Steinepreis Paganin $50,000 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 for other legal services at its normal commercial rates.

Bell Potter Securities Limited has acted as the Corporate Adviser and Lead Manager to the Offer. The fees payable by the Company to Bell Potter Securities Limited are set out in Section 10.4 of this Prospectus.

Macquarie Private Wealth has acted as Broker to the Offer and has not authorised or issued the Prospectus and does not make, or purport to make, any statement that is included in the Prospectus which is based on any statement made by Macquarie Private Wealth. Macquarie Private Wealth will receive no fees from the Company in connection with the Offer of Shares under this Prospectus.

Prospectus 131

11.6 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.

Ernst & Young has given their written consent to being named as auditor and Independent Accountant in this Prospectus and to the inclusion of the Independent Accountant’s Report in Section 7 in the form and context in which the report is included. Ernst & Young has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Corvidae Pty Ltd as trustee for Ravensgate Unit Trust trading as Ravensgate has given its written consent to being named as the Independent Geologist in this Prospectus and to the inclusion of the Independent Geologist’s Report in Section 5 in the form and context in which the report is included. Corvidae Pty Ltd as trustee for Ravensgate Unit Trust trading as Ravensgate has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitor to the Company in this Prospectus and to the incorporation by reference of the Solicitor’s Report in Section 8 in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Bell Potter Securities Limited has given its written consent to being named as the Corporate Adviser and Lead Manager to the Offer. Bell Potter Securities Limited has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Macquarie Private Wealth has given its written consent to being named as the Broker to the Offer. Macquarie Private Wealth has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

11.7 Restricted Securities

ASX has indicated that certain existing security holders may be required to enter into agreements which restrict dealings in Securities held by them. These agreements will be entered into in accordance with the Listing Rules.

11.8 Expenses of the Offer

The total expenses of the Offer are estimated to be approximately $1,144,000 for minimum subscription and $1,456,000 for full over subscription and are expected to be applied towards the items set out in the table below:

	Minimum Subscription ($)	Oversubscription ($)
Broker fees and expenses	$850,000	$1,125,000
Professional fees	$90,000	$90,000
ASX	$52,000	$56,000
Prospectus design, print, mail	$35,000	$35,000
Insurance	$55,000	$55,000
Miscellaneous (including GST)	$62,000	$95,000
TOTAL	$1,144,000	$1,456,000

132 Emmerson Resources Limited

11.9 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.

11.10 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus 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 relevant application forms. If you have not, you may obtain a copy of the Prospectus from the Company’s website at www.emmersonresources.com.au.

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

11.11 Taxation

The acquisition and disposal of Securities in the Company 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 Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

11.12 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.

Prospectus 133

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Section 12 directors’ authorisation

134 Emmerson Resources Limited

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.

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Mr Rob Bills Managing Director

For and on behalf of Emmerson Resources Limited

Prospectus 135

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Section 13 glossary

136 Emmerson Resources Limited

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

A$ or $ means an Australian dollar.

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

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires).

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

Broker to the Offer means Macquarie Private Wealth.

Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia.

Closing Date means the closing date of the Offer as set out in Section 1.3.

Company or Emmerson means Emmerson Resources Limited (ABN 53 117 086 745).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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.

Lead Manager means Bell Potter Securities Limited.

Listing Rules means the official listing rules of ASX.

Offer means the offer of Shares pursuant to this Prospectus as outlined in Section 2.

Official List means the Official List of ASX.

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

Option means an option to acquire a share on the terms set out in section 11.1.2 of this Prospectus

Prospectus means this prospectus.

Securities means Shares and Options.

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

Share Registry means Computershare Investor Services Pty Ltd.

Shareholder means a holder of Shares.

Solicitor’s Report means the Solicitor’s Report referred to in Section 8 lodged with the ASIC on 7 November 2007, taken to be included in this Prospectus by operation of section 712 of the Prospectus.

Tenements means the exploration licences, mineral leases and mineral claims.

WDST means Western Daylight Saving Time, Perth, Western Australia.

Prospectus 137

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Section 14 application form

138 Emmerson Resources Limited

PIN CHEQUE(S) HERE

Application Form

Emmerson Resources Limited

ABN 53 117 086 745

Broker Reference – Stamp Only Broker Code Advisor Code

Fill out this Application form if you wish to apply for shares in Emmerson Resources Limited

• Please read the Prospectus dated 7 November 2007.

• Follow the instructions to complete this Application form (see reverse).

• Print clearly in capital letters using black or blue pen.

A . Number of shares you are applying for B . Total amount payable x $0.20 per Share =

Minimum of 10,000 shares to be applied for, and thereafter in multiples of 2,500 shares.

C . Write the name(s) you wish to register the shares in ( see reverse for instructions ) Applicant 1 Name of Applicant 2 or < Account Designation > Name of Applicant 3 or < Account Designation > D . Write your postal address here Number / Street Suburb/Town State Post code

E . CHESS participant – Holder Identification Number (HIN) Important please note if the name & address details above in sections C & D do not match exactly with your X registration details held at CHESS, any Securities issued as a result of your application will be held on the Issuer Sponsored subregister. F . Enter your Tax File Number(s), ABN, or exemption category Applicant #1 Applicant #2 Applicant #3 G . Cheque payment details Please enter details of the cheque(s) that accompany this application. Name of drawer of cheque Cheque No. BSB No. Account No. Cheque Amount A$ H . Contact telephone number (daytime/work/mobile) I . Email address

By submitting this Application form, I/We declare that this Application is completed and lodged according to the Prospectus and the instructions on the reverse of the Application form and declare that all details and statements made by me/us are compete and accurate. I/We agree to be bound by the constitution of Emmerson Resources Limited (the Company). I/We was/were given access to the Prospectus together with the application form. I/We represent, warrant and undertake to the Company that our subscription for the above shares will not cause the Company or me/us to violate the laws of Australia or any other jurisdiction which may be applicable to this subscription for shares in the Company.

Prospectus 139

Guide to the Application Form

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

Please complete all relevant sections of the appropriate Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of the Application Form.

Instructions

• A. If applying for Shares insert the number of Shares for which you wish to subscribe at Item A (not less than 10,000 and then in multiples of 2,500 Multiply by $0.20 AUD to calculate the total for Shares and enter the $amount at B.

• C. Write your full name . Initials are not acceptable for first names.

• D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

• E. If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the allocation to be directed to your HIN.

• NB: your registration details provided must match your CHESS account exactly.

• F. Enter your Australian tax file number (“TFN”) or ABN or exemption category, if you are an Australian resident. Where applicable, please enter the TFN /ABN of each joint Applicant. Collection of TFN’s is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.

• G. Complete cheque details as requested. Make your cheque payable to Emmerson Resources Limited – Share Offer Account in Australian currency, cross it and mark it “Not negotiable”. Cheques must be made in Australian currency, and cheques must be drawn on an Australian Bank.

• H. Enter your contact details so we may contact you regarding your Application Form or Application Monies.

• I. Enter your email address so we may contact you regarding your Application Form or Application Monies or other correspondence.

Correct Forms of Registrable Title

Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.

Examples of the correct form of registrable title are set out below.

Type Of Investor	Correct Form of Registrable Title	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Individual	Mr John David Smith		J D Smith
Company	ABC Pty Ltd		ABC P/L or ABC Co
Joint Holdings	Mr John David Smith & Mrs Mary Jane Smith		John David & Mary Jane Smith
Trusts	Mr John David Smith		John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith		John Smith (deceased)
Partnerships	Mr John David Smith & Mr Ian Lee Smith		John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith		Smith Investment Club
Superannuation Funds	John Smith Pty Limited		John Smith Superannuation Fund
Lodgement Mail your completed Application Form with cheque(s) attached to the following address:
Mailing address:		Delivery address:
Emmerson Resources Ltd – Share Offer Computershare Investor Services GPO Box D182 Perth Western Australia 6840		Emmerson Resources Ltd – Share Offer Computershare Investor Services Level 2, 45 St Georges Terrace Perth Western Australia 6000

Lodgement

Mail your completed Application Form with cheque(s) attached to the following address:

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Mailing address: Delivery address:
Emmerson Resources Ltd – Share Offer Emmerson Resources Ltd – Share Offer
Computershare Investor Services Computershare Investor Services
GPO Box D182 Level 2, 45 St Georges Terrace
Perth Western Australia 6840 Perth Western Australia 6000
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It is not necessary to sign or otherwise execute the Application Form.

If you have any questions as to how to complete the Application Form, please contact Computershare Investor Services on 08 9323 2000.

Privacy Statement:

Computershare Investor Services advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form.

140 Emmerson Resources Limited

This prospectus is printed on recycled paper, comprising 55% recycled/45% oxygen bleached pulp. ISO 14001 Environmental accreditation.

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emmerson resources limited