EQ RESOURCES LIMITED — Capital/Financing Update 2006

May 29, 2006

This is a replacement Prospectus, replacing the Prospectus lodged on 12 April 2006 with ASIC, for the offer of 20,000,000 ordinary shares at an offer price of 20 cents each to raise \$4,000,000

Sponsoring broker to the issue

$\omega$ $\Omega$ ESOURCES R

Hill

DOCER

1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999

Markaman Markana

ROS Polen

Timograph

ASX Code: III Icon Resources Lid ABN 77 115 009 106 This replacement Prospectus for icon Resources Ltd ("Icon Resources" or "faon" or "the Company") is dated (2181) 2006. If was lodged for registration on 21st April 2006 with the Australian Securities and Investments Commission ('ASIC') and replaces the Prospectus dated 12th April 2006.

Neither ASIC nor Australian Stock Exchange Limited ("ASX") takes any responsibility for the contents of this Prospectus.

This Prospectus will be issued in paper form and as an electronic Prospectus which may be accessed on the internet at www.iconresources.com.au. The offer of Shares pursuant to the electronic Prospectus is anly available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act prohibits any person passing ente another person the Application Form unless it is altached to, or accompanied by, the complete and unaltered version of the Prospectus. During the Offer Period, any person may obtain hardcopy of this Prospectus by contacting the Company by email at into@iconresources.com.au.

Distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The manufacturer and constitutions of the

The Prospectus does not constitute an offer in any place in which, or to persons to whom, it would not be lawful to make an offer the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control o

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made within 7 days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Quotation on the Australian Stock Exchange.

No person is authorised to give any information or to make any representation regarding the Offer. Any information or representation in relation to the Offer which is not contained in this Prospectus may not be relied upon as having been authorised by loon Resources Ltd or its directors.

The Shares offered by this Prospectus are of a speculative nature. Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Shares. The Shares offered under this Prospectus carry no quarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares or Options.

Throughout this Prospectus abbreviations and defined ferms are used. Those relevant to mineral exploration are contained in the Glossary of Technical Terms in Section 12 of this Prospectus, and other abbreviations and legal terms are contained in the Definitions in Section 11 of this Prospectus (defined terms are generally identified by the uppercase first letter).

The assets depicted in photographs and diagrams in this Prospectus are not assets of the Company, unless otherwise stated. Diagrams appearing in this Prospectus are lilustrative anly and may not be drawn to scale.

When you apply to invest in the Company, you will provide the Company and the Share Registrar with certain personal information to: (i) facilitate assessment of the Application: (ii) enable the Company to assess the needs of
Applicants and provide appropriate facilities and services for Applicants: and (iii) cany out appropriat may request access to their personal information held by (or on behalf of) the Company by telephoning or writing to the Company Secretary. The account of the contract of the company of the company of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the con

'Discovery requires good fortune but with careful prospect selection, experienced and tenaclous explorers will significantly improve the odds."

INVESTMENT HIGHLIGHTS

The Company

• Exploration focussed with a very experienced. $\ddot{\phantom{1}}$ broad-based management team
• A particular expertise in the application of geophysical techniques to farget drilling
• A pertfolio of projects in Eastern Australia focussing on gold and zinc
• Priority projects chosen for their potential to host "world-class" deposits
• Some smaller resources may provide an early modest cashflow by outsourcina
• Some projects ready for drilling immediately upon listina
• For all projects, Icon will adopt a policy of rapid and continuous evaluation.

KEY PROJECTS INCLUDE:

Warwick (South East Queensland)

• ¢ Targeting bydrothermal breccia hosted gold deposit
• Large IP anomaly identified with drilling scheduled immediately after listing

Professor (Tasmania)

• Targeting carbonate hosted zinc. Existing near surface sulphide resource of approximately 0.35Mt @ 3.9% Zn with underlying higher grades of zinc 'oxides'
• JV with Zinifex to investigate potential for Rosebery Mill feed
• Several under-explored prospects within the tenements
• IP survey over whole tenement with follow up drilling scheduled for next summer field season.

Elizabeth Creek (North West Queensland)

• Targeting lead/zinc and iron ore
• 2 iron are deposits delineated by BHP Ltd (targeting 20-50Mt at 40-50% Fe)
• JV with Zinifex to spend \$5M over 7 years to earn 75%.

Crow King (North East New South Wales)

• Targeting bulk-mineable 'hard-rock' gold
• Sampling, mapping, geophysical surveys with follow up drilling

Burketown (North West Queensiand)

• Covers a conceptual target for a large Voisey's Bay style nickel deposit
• Analysis and interpretation of existing data, seek JV partner

Coramba (North East New South Wales)

• Covers historic gold and copper workings
• Bulk mining targets
• Sampling, mapping, geophysical surveys with follow up drilling

Tara (Central NSW)

• Regarded by NSW Geological Survey as a significant untested intrusion-related base metal and abid project
• immediate drilling scheduled

Hiawatha (Central NSW)

• Large, unfested porphyry gold project near Lake Cowal gold mine
• IP survey and follow up drilling scheduled for June, 2006

OFFER SUMMARY

The Issue

Icon Resources invites investors to subscribe for 20 million new Shares at an issue Price of 20 cents per Share to raise the sum of \$4 million.

The Purpose of the Issue

The purpose of the issue is to fund exploration on fenements currently held by the company and to evaluate new projects.

Offer Period

The issue will open at 9:00am (EST) on 22 April 2006 and will close at 5:00pm (EST) on 26 May 2006. The Directors reserve the right to after these dates it necessary.

Indicative Timetable

Date of Prospectus Committee	12.400.00000
Offer to Open	-22 ADE 2006
Cafer to Oldse	26 May 2006
Allatment of Shares	05 June 2006
Expected commencement of	09 June 2006
toutra on AM

Application for Shares

Applications for Shares relating to this Prospectus must be made on the Application Form attached to this Prospectus. There is a minimum subscription of 10,000 Shares (\$2,000). Applicants will not incur stamp duty or brokerage charges.

Photograph opposite: Haulage way, Hercules mine, Western Tasmartia.

CONTENTS

Inside Front Cover: Important Information

Investment Highlights and Offer Summary

This Table of Contents

• Section 1 Chairman's Letter
• Section 2 Profile of Directors
• Section 3 Offer Details
• Section 4 The Company
• Section 5 The Projects
• Section 6 The Risks
• Section 7 Independent Geologist's Report
• Section 8 Independent Accountant's report
• Section 9 Solicitor's Report on Tenements
• Section 10 Additional Information
• Section 11 Definitions
• Section 12 Glossary

Application Form and Instructions to Applicants

Inside Back Cover: Corporate Directory

Photograph opposite: Leached breccla, Crystal MI EPM 15007, South East Queensland

Dear Investor

On behalf of the Directors, I would like to offer you the opportunity to invest in Icon Resources Ltd, a junior explorer which we believe has all the attributes to create significant shareholder value.

Icon Resources was formed by a group of very experienced exploration and financial professionals focussed on cost-effective exploration to deliver rapid outcomes. We plan to mitigate the inherent risk of exploration through the use of leading technology combined with old fashioned experience and our 'conveyor belt' philosophy, which encompasses a process of continuous project generation and evaluation to maximise the chance of discovery.

I would also like to emphasise that our task is not only the discovery of new mineral deposits but just as importantly, ensuring that you as the shareholder receive full benefit of this success as early as possible.

We have several targets, but our first focus is an gold and zinc because of the opportunity for early return on investment in these metals, under the right circumstances.

In our gold fargets, we are seeking large hydrothermal alteration systems, of which the porphyry gold copper deposits are one example. Using this approach we have already discovered a large, altered breccia at Crystal Mount in South East Queensland. The results of a three dimensional Induced Polarisation survey just completed suggest that a large charaeable body extends beneath the surface at relatively shallow depth. A rig is booked to drill this exciting target immediately following loon Resources' listing.

The Company also intends to explore for gold on its New South Wales tenements in the Lachlan and New England Foldbelts with sequential programs of mapping, sampling and geophysics, followed by drilling.

The Company has prospects with exciting potential for significant zinc mineralisation. A modest resource has already been identified at the Grieves locality in Icon Resources' Professor tenements in Western Tasmania, upon which Zinitex is exploring processing options for its nearby Rosebery plant.

In North West Queensland, icon Resources and Zinifex have an agreement whereby Zinifex will spend up to \$5m to investigate the potential for zinc mineralisation within our Elizabeth Creek licence. This tenement also contains iron ore formations and the feasibility of processing iron ore at Zinifex's Century mine will also be investigated.

In the Burketown district north east of Elizabeth Creek, the Company has applied for tenements which we believe have geological characteristics similar to the large Voisey's Bay nickel deposit in eastern Canada.

Hook forward to welcoming you as a shareholder of Icon Resources and participating in the growth of this company which I believe will stem from a successful exploration philosophy and an experienced management feam.

Yours sincerely,

Le dal to

Dr Andrew White, Chairman

Dr. A. White

Dr. J. Bishop

S. Barirop

DR ANDREW H WHITE CHAIRMAN

Andy is a geologist and company director. He has been exploration manager for Comatco Ltd and minerals manager for Poseidon Ltd. He is principal of Andrew White and Associates, consulting geologists and management consultants, founded in 1983, and has provided consulting services to a wide range of Australian and international companies. He was the foundation Director of the WH Bryan Mining Geology Research Centre, University of Queensiand. His experience includes exploration, mining, mine project development, and management of large companies and small businesses. Andy has a BSc (Hons) from the University of Sydney and a PhD from the University of New England. He was awarded the Aust.LM.M President's Medal for 1998. He is the author of the text "Management of Mineral Exploration", and for many years has conducted courses on exploration and financial evaluation of mining projects for senior industry personnel.

DR JOHN R BISHOP MANAGING DIRECTOR

John has government, industry and academic experience and in 1980 founded Mitre Geophysics Pty Ltd, a Tasmanian-based consulting company servicing the mineral industry. Through Mitre, John has supplied geophysical advice, often leading to increased resources and/or reserves, to numerous mines and exploration projects including world class deposits such as New South Wales' Broken Hill silver-lead-zinc mine and Queensland's Mt Isa copper-lead-zinc mine. Clients have ranged from the major global mining houses to small unlisted explorers with projects located in Africa. Asia, Australasia, Europe and South America,

John has a $\mathrm{BSc}$ from the University of Sydne wand a . PhD from Macquarie University, both in geophysics. He has had a long interest in developing innovative techniques to improve the effectiveness of explaration for commodities in general and metals in particular and has published (more than twenty five papers) on geophysical applications to exploration), He is a member, and past federal treasurer and councillar, of the Australian Institute of Geosgientists.

STEPHEN B BARTROP DIRECTOR

Steve is a principal of Stock Resource and has been a top rated resource analyst working for Macquaries Bank, Bankers Trest, Ord Minnett and JPMbradn. Prior to entering the financial industry, Steve worked with! Ashfor/Mining/Ltd for five years and then for Mf isa Mines. Ltd fof a similar period. As afgeologist, Steve has been involved in exploration and feasibility studies in gold. base metals and diamonas in Australia, indonesia and North America. Steve also has experience as a mine gedlogist at Mt Isd and pror to joining Macquarie Bank. was the Senior Geplogist responsible for zinc exploration at that mine. Steve has a BSc (Hons) in geology and a Graduate Diploma from the Securities Institute of Australia. He is curtently cômpieting a PhD in mineral ecohomics at Curtin University of Technology.

DESCRIPTION OF THE OFFER $3.1$

This Prospectus invites investors to apply for a total of 20,000,000 Shares at an issue price of \$0.20 per Share to raise \$4,000,000. All Shares issued pursuant to this Prospectus will be issued as fully paid ordinary Shares and will rank equally in all respects with the Shares atteacily on issue. The rights attaching to the Shares are summarised in Section 10.9.

If \$4,000,000 has not been raised within four months of the date of this Prospectus, all Application Monies will be refunded to Applicants.

$3.2$ OPENING AND CLOSING DATES

Subscription lists will open on the Opening Date and will remain open until 5.00 pm EST on the Closing Date subject to the right of the Company (with the Sponsoring Broker's approval) to either close the issue at an earlier time and date or to extend the closing time and date without prior notice. Applicants are encouraged to submit their Applications as early as possible.

INDICATIVE TIMETABLE $3.3$

Openina Date	22 April 2006
Closing Date	26 May 2006
Allotment of shares	05 June 2006
Expected commencement of trading on ASX	09 June 2006

The above dates are indicative only and may vary according to the requirements of the Listing Rules and the Carporations Act.

$3.4$ PURPOSE OF THE ISSUE

The purpose of the issue is to raise adequate funds to allow the continued exploration of the projects described in this Prospectus, in particular:

akonto (		Existential Reference			肠主要患者的子科
Professor	$T_{\rm 1D}$	Zinitex JV for	120	300	420
lenements		shallow Zn sulphides.
$(2$ ELS)		followed by
		fenement wide 3-D IP
		with follow up drilling
General Mayo		AUITITI TE-OSSOV OID COTO	201	30.	AC AN
(2.615)	$\sim$	from toro 249 Julie
		chilingul o for deep
		forgets and the community of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of t
NE NSW WWW.	BESARBULULULULUITIITUZ	samping maaping, ,	25.9	740.	1020.
(6 Els & ElAs) i		PERMIT AND STATE

SE QICI	$A$ i	drilling at Crystal Mt.	260	250	500
LT EPM		sampling, mapping
1 EPMA)		P at Glentanna
Elizobeth	P 1/2n	as per Zinitex JV	80.	120	200
Ck, NW Qid,	FoO	program
[11P/M]
Burkelown	NULL	can divide cased monetalizer	116	120	24.33
teichhard	AG	pflexwing geomysical.
HWC.d		actor seek 17 cortoen -
GLEBARES
				Toki	SO BO
		Cost of the issue			438
		Administration etc			750
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,		Les controuton "			ADTE
		370373. 23
		Unalibrated millions			132
				Total	\$4,000

Further details of the exploration programs proposed and the associated expenditures are provided in Section 5 of this Prospectus.

APPLICATIONS FOR SHARES $3.5$

Applications must be for a minimum of 10,000 Shares (\$2,000) and thereafter in multiples of 1,000 Shares and can only be made by completing the Application Form attached to this Prospectus. The Company reserves the right to refect any Application or to allocate any investor. fewer Shares than the number applied for.

HOW TO APPLY $3.6$

Applications under the Offer may be made, and will only be accepted, on one of the following forms:

• * the relevant Application Form accompanying this Prospectus
• * a paper copy of the relevant electronic Application Form which accompanies the electronic version of the Prospectus, both of which can be found at, and can be down loaded from, www.iconresources.com.au.

Paper Application Forms, whether accompanying a paper copy of the Prospectus or which have been downtoaded from www.iconresources.com.au must be accompanied by a personal cheque or a bank draft payable in Australian dollars, drawn en an Australian branch of an Australian reaistered bank for an amount equal to the number of Shares for which you wish to apply multiplied by the Application Price of \$0.20 per Share. Cheaues or bank drafts should be made payable to "Icon Resources Lid Roat Account" and crossed "Not Negotiable".

OFFER DETAILS

Applicants should ensure that cleared funds are available at the time the Application is lodged, as dishonoured cheques will result in the Application being relected.

Applicants completing paper Application Forms should return their completed Application Forms for

Computershare Investor Services Pty Limited GPO Box 0182, Perth, WA, 6840

All Applications must be received no later than 5.00 pm (EST) on 26 May 2006 unless the timing is varied. Detailed instructions on how to complete paper Application. Forms are set out on the reverse of those forms. You are not required to sign the Application Form.

Icon Resources reserves the right to relect any Application fincluding where an Application has not been correctly completed) or allocate any personfewer Shares than that person applied for, or vary the dates and times of the Offer without prior notice and independently of other parts of the Offer. Where Applications are rejected or fewer Shares are allotted than applied for, surplus Application Monies will be refunded. No interest will be paid on any Application Monies refunded.

$3.7$ PROFORMA CAPITAL STRUCTURE

The Proforma capital structure of Icon Resources is set out below to reflect the issued and paid up capital structure of the Company assuming the offer of \$4,000,000 has been fully subscribed:

$3R$ ALLOTMENT AND ALLOCATION OF SHARES

Subject to the ASX aranting approval for the Company to be admitted to the Official List, the allotment of Shares to Applicants will occur as soon as possible after the Offer is closed, following which statements of Share holdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell their Shares before they receive their holding statements will do so at their own risk. Pending the issue of the Shares or return of the Application Monies, the Application Monies will be held in trust for the Applicants.

The Company has the right to allocate the Shares under the Offer. The Company may reject any Application or allocate any investor fewer Shares than applied for under the Offer. If an Application is not accepted, or is accepted in part only. the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

$3.9$ SPONSORING BROKER

ABN AMRO Morgans Limited has agreed to act as sponsoring broker for the Issue. The terms under which It has agreed to act are set out in Section 10 of this Prospectus.

$3.10$ HANDLING FEES

Applications received and accepted which bear the stamp of a member firm of ASX will be entitled to receive a 3% handling fee payable by the Sponsoring Broker.

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	ISSUED AND PAID -UP CAPITAL
	EXISTING STARTS
	Ordinary Shares issued to the initial Shareholders
	Ordinary Shares issued at a deemed price of 0.013 cents each
ETERLY	Crainary Shares issued to property vendors.	TOUGHING
ZQTHE	Directors' Stickes	ENGIN
HRZE	TOTALISSUED AND PAID UP GAP LAT
	SHARE TO BE OFFIRED FOR SUBSCRIPTION III
ZANGLADELLAN	Ordinary Shares at 20 cents each payable in full on application	Enginalism MONT
2019/01/2014	Proposed Issued Capital after Issue
	La sembuan kalendar dan masukan dan bagi dan bagi dan bagi dan bagi dan bagi dan bagi dan bagi dan bagi dan b
I FATORITIN	Exercisable at 30 cents each at any time on or before 8th March, 2011

Scanning electron microscope image of fine gold (centre) and quartz crystals (elongate) from Icon Resources'
Crystal Mount prospect, Warwick tenement, South Eastern Queensland.

Scanning electron microscope image of collafarm sphalerite with secondary galena overgrawth from Icon Resources' Professor tenements, Westem
Tasmania (S.W. McKnight, Department of Geology and Metallurgy, University of Ball

$3.11$ ASX LISTING

Within seven days after the date of this Prospectus application will be made to the ASX for the Shares offered by this Prospectus to be granted Quotation. If approval for Quotation is not granted within three months after the date of this Prospectus, the Company will not allot or issue any Shares pursuant to the Offer and will repay all Application Monies without any interest as soon as practicable. The fact that the ASX may admit (con Resources to its Official List is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

$3.12$ CHESS

Icon Resources will apply to participate in the Clearing Rouse Electronic Sub-register System ("CHESS"), operated by ASX Settlement and Transfer Corporation Pty Ltd ("ASTC") (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASTC Settlement Rules. On admission to CHESS, the Company will operate an electronic issuer-sponsored sub-reaister and an electronic CHESS sub-register. The two sub-registers together will make up the Company's principal register of securities.

Under CHESS, the Company will not issue certificates to investors, instead the Company will provide investors with two holding statements (that are each similar to a bank account statement) that will respectively set out the number of Shares allotted to that investor under this Prospectus. The Statements will also advise investors of either their Holder Identification Number (HIN) in the case of a holding on the CHESS sub-register or Security Holding Reference Number (SRN) in the case of a holding on the issuer sponsored sub-register. A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time, however a charae may be incurred for additional statements

$3.13$ RESTRICTED SECURITIES

As a condition of admitting the Company to the Official List, the ASX may classify certain Shares held prior to the date of this Prospectus as escrowed securities. Prior to Quotation it will be necessary for these shareholders to enter into restriction agreements with the Company. The effect of the restriction agreements will be that the restricted securities cannot be death with for a period as determined by the ASX.

$3.14$ INVESTMENT RISKS

The investment offered herein is speculative, as the tenements detailed in this Prospectus are at an exploration stage without proven economic reserves.

Further information on risk is provided in Section 6 of this Prospectus.

$3.15$ APPLICANTS OUTSIDE OF AUSTRALIA

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom. it would not be lawful to issue the Prospectus or make the Offer. It is the responsibility of any Applicant who is resident outside of Australia to ensure compliance with all laws of any country relevant to their Application, and any such Applicant should consult their professional advisors as to whether any government or other consents are required, or whether any formalities need to be observed, to enable them to apply for and be allotted Shares. No action has been taken to register or audify the Shares or the Offer or otherwise permit a public offering of the Shares in any jurisdiction outside. Australia.

$3.16$ ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential investors in foon Resources Ltd and should be read in its entirety. If affer reading this Prospectus vou have questions about any aspect of the investment in loon Resources, please consult your stockbroker, accountant or independent financial advisor.

Old shaft: Crow King EL 6297, North East NSW

INTRODUCTION $4.1$

Icon Resources is focussed on early stage exploration. The management team includes geoscientists with experience, expertise and a highly prospective portfolioof exploration projects.

The Company's principal goal is to drive shareholder value from discovery of 'world class' or significant economic mineral deposits. Towards this goal, the Company has assembled a portfolio of prospective exploration properties in Eastern Australia. Recently negotiated joint ventures with Zinifex on two of these properties attest to the Directors' belief in their prospectivity.

Our experience also extends to financial markets, and in this respect we believe that we understand how to ensure the Company's share price fully reflects the value aenerated through our endeavours.

We believe these ingredients offer investors superior leverage to exploration success which Icon Resources can achieve by implementing active and cost effective exploration programs.

$42$ COMPANY HISTORY

Icon Resources was registered on 28 June 2005 with the aim of conducting mineral exploration in Australia. If became the vehicle for aggregating a number of prospective tenements during late 2005 and a broadening of the management skills, in early 2006 the capital base of the Company was expanded. Icon Resources was converted to a public company on 14 March 2006 and readied for an IPO.

$4.3$ MANAGEMENT AND TECHNICAL TEAM

Icon Resources has assembled an experienced and respected team whose role will be to:

• · complete a listing of (con Resources on ASX)
• · provide the ongoing technical and managerial support for loon Resources after listing

Whilst the Directors believe the exploration portfolio is highly prospective, it is also necessary to emphasise the high level of technical expertise within Icon Resources.

The Company's consultant, Dr Roger Lewis is a leading geophysicist particularly recognised for his contributions to electrical and electromagnetic techniques. Dr Lewis' research has contributed to loon Resources'

understanding of the NSW Peel Fault and subsequent attainment of further exploration tenements.

Kate Godber is a graduate of the University of Tasmania with first class honours in geology and geophysics. Since graduating in 2003, Kate has worked for the Australian Antarctic Division, a contracting company in the USA looking for UXOs and latterly for the consulting firm Mitre-Geophysics Pty Ltd. She has particular expertise in magnetic and gravity modelling and enhanced image production.

$4, 4$ EXPLORATION PHILOSOPHY

(can Resources' Board of Directors boids the view that success in mineral exploration stems from:

• * Usina widely experienced personnel to aenerate onacing prospective exploration fargets
• · Implementing innovative and cost effective exploration programs
• * Active turnover of exploration tenements that do not measure up
• * Funding capable of sustaining exploration programs should they warrant it

The previous points form the Company's 'conveyor belt' strateay. Exploration projects either move up the "value" curve' or alternatively are farmed out or discarded in order to maintain a dynamically evolving portfolio.

The strategy is to maximise the opportunities for discovery and producing robust investment returns.

To ensure these returns are transferred to shareholders. loon Resources intends to deal with any exploration success leading to a defined economic resource in one of two ways;

$\hat{\mathbf{z}}$ In the case of the discovery of significant resources likely to lead to the establishment of a substantial mining operation, the project will be placed in a separate vehicle. dedicated to the project, icon Resources' shareholders will receive a free entitlement or capital distribution to provide ongoing exposure to the project. Shareholders may also be offered an entitlement issue to fund project development. atthough this depends on the potential entry of joint venture parties who may fund the project development and become the operator, Icon Resources will retain a cash flow royalty stream to fund ongoing exploration.

THE COMPANY

In the event of the discovery of a small scale $\hat{z}$ resource, it is likely that icon Resources will seek third party agreements for the resource development with the aim of obtaining a cash flow for loon Resources to fund ongoing exploration. The Zinifex joint venture with the Grieves zincdeposit is a potential example of this process.

$4.5$ RISK

Mineral exploration is by nature a high risk enterprise. Only a very small percentage of well tested fargets result in a commercial discovery. The Directors believe that the risk can be sensibly reduced if the philosophy. outlined above is rigorously followed. Aspects of risk management to be followed by loon Resources include:

• · appropriate selection of fargets
• · competent target festing
• * avoidance of projects where management effort will not be commensurate with potential for adding value, for example, where environmental risk is very high
• · maintaining a spread of targets to minimise commodity price risk
• · establishment of good tocal community relationships where exploration is conducted to foster mining approvals
• * a prudent balance of sole risk exploration and joint venturing to obtain maximum leverage for shareholders' funds

Icon Resources' managing director John Bishop (right) with consultant Roger Lewis at the Logan Creek molybdenite prospect, EPM 15007. South Eastern Queensland

INTRODUCTION $5 - 1$

Icon Resources' aim is to find world-class or significant economic orebodies. The Company has built a portfolio of tenements which the Directors believe are prospective for significant discoveries. While the initial target commodities are gold and zinc, the Company has a diversified exposure with prospects potentially containing nickel, tin, copper and molvbdenum mineralisation.

Icon Resources will eventually hold 100% interest in all licences either directly or through wholly owned subsidiaries subject to Zinifex's right to earn an interest in the Queensiand Elizabeth Creek tenement under the agreement described in section 10.13c of this Prospectus and in the Tasmanian Professor tenements under the agreement described in Section 10.13d of this Prospectus. Agreements are in place for the acquisition of the remaining one-third interest in the Professor Range tenements in Tasmania and to acquire the Burketown tenement in North Western Queensland. Figure 5.1 shows the location of Icon Resources' current granted tenements and applications and the major commodities at each locality.

The Icon Resources team has considerable experience with the aeophysical Induced Polarisation (IP) technique which has undergone significant improvement with deeper penetration and better mapping capabilities. Icon Resources plans to use this technique, which responds to most metallic sulphides, as a cost-effective 'first pass screen' over a number of itargets to rapidly establish their upside potential.

A list of Icon Resources' tenements and targets with their exploration programs for the next two years, is provided in Table 5.1. A summary of each of icon Resources' projects follows, in aeographic order from south to north.

Figen t Trivingsmann Lancastian Plans

Figure 5.1 shows the tenements presently held and applied for by icon Resources. The more advanced 'Core' properties are described in detail in the Independent Geologist's Report (Section 7) and a brief description of all granted tenements and applications is given in this Section.

$52$ PRIORITY TARGETS

The Queenstand Crystal Mount and Tasmanian Professor Range projects are priority targets which the Directors believe offer potential for early success.

At Crystal Mount, the Company has already completed on IP survey over what is interpreted to be an extensive leached cap of a Kidston style breccia pipe. The survey identified large (1,000m long) resistive and chargeable bodies which have been scheduled for immediate drilling after loop Resources becomes listed on the ASX, to test for economic gold mineralisation.

The Professor Range project includes the Grieves zinc deposit, Zinifex is currently co-ordinating metallurgical testing of bulk samples of zinc mineralisation from Grieves Sidina to determine an optimal processing route. Contingent on acceptable recoveries, development of this modest resource could accur rapidly in a regime of strong zinc prices.

Figure 5.2 Chargeable and resistive bodies interpreted from the recent three dimensional IP survey at Crystal Mount (EPM 15007, South Eastern Queensland). The concealed South South East trending bodies are more than 1000 metres in length and both will be drilled to test for gold mineralisation. See later in this section for further description.

PROJECTS T H E

\$140kmlol.Wwth.Zinfex.to.investigate.metolu.gy.of.about.380,000.ct Map, sample, reassess magnetics, and IP survey over selected areas to
Larget offling Reassess magnetics. RAB at ling through cover to establish geochemistry Majo, soriale, recises magnetics and it survey over selected areas to
taget offling Map, sample, reasser raggierits and it suvey over selected areas to
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rable 5.1 Summary of Icon Resources Md's Projects, Tenements, Targets and exploration planned for 2006-2007

$5.3$ PROJECT DESCRIPTIONS

$5.3.1$ WESTERN TASMANIA

The Professor tenements EL 47/2004 (Henty Rd) and EL 8/2005 (Amber Creek), are both held by South Eastern Resources Ltd (SER), which is two-thirds owned by icon Resources with an agreement in place to purchase the remaining one third interest. SER has a signed agreement with Zinifex by which SER grants to Zinifex an option to carry out exploration and mining activities on the Professor tenements.

The Professor tenements cover folded and faulted Ordovician Gordon Limestone prospective for 'trish style' deposits which commonly occur in clusters with individual deposit sizes in the order of 1 to 2 million tonnes aradina 10% to 15% combined zinc and lead. The nearby Oceana deposit is an example of this style of mineralisation.

The plan view in Figure 5.3 highlights the distribution of the known prospects on an image of the total magnetic intensity, importantly, previous exploration did not focus on the probable structural control on mineralisation, icon Resources has reviewed and reinterpreted some of the geophysical data and has identified structural elements which enhance the prospectivity of a number of new areas within the tenements. These will be a focus of a planned IP survey to provide a first-pass screen prior to drilling.

The mineralisation at the Grieves zinc deposit is unusual: a near-surface zone of low grade sphalerite in organic clays overlies a larger volume of zinc carbonates, sliicates and oxide mineralisation (see cross-section in Figure 5.3). Previous exploration has concentrated on the sphalerite and a JORC standard inferred resource of ~0.35Mf at 3.9% zinc has been defined to date. Drilling of the underlying 'oxide' mineralisation is insufficient to obtain a JORC standard resource, but the previous explorer, Río Tinto Exploration Pty Ltd, targeted a potential of ~0.7Mt at ~8% zinc within the existing drilling.

Zinifex has signed an agreement with loon Resources to investigate the potential of the near surface sphalerite as a source of low-grade feed to their Rosebery mill. Zinifex is committed to spend \$120,000 on sampling and metallurgical studies in order to exercise an option to mine. If Zinifex takes up this option. Icon Resources, through SER, will be paid a royalty of \$4 per tonne of ore ex-mine site up to a maximum of 500,000 tonnes, with a right to renegotiate any higher tonnages.

Many of the holes testing the sphalerite ended in mineralisation indicating the mineralisation is open in several directions. Recent bulk sampling indicates that the grade is more variable than indicated by the drilling. Grades of three bulk samples taken by Zinifex ranged from 2.53% to 17.5% In. Analysis by Burnie Research Laboratory indicates a high level of organic material and further processing may be required.

Previous exploration focussed on the sphalerite mineralisation since the zinc 'oxides' have been reagrated as difficult to treat. However, new hydrometallurgical treatments such as those used at Anglo America's Skorpion Mine in Namibia and intec Ltd's process to be developed at Hellyer, approximately 90 km north of Grieves, can now treat these types of ores.

Icon Resources' first goal will be to find new 'Oceana' style suiphide deposits. Whilst the deposits are typically of moderate grade and size (1-5Mt at 10-15% combined lead+zinc), their coarse grain size and low level of impurities generally affract a concentrate premium. Exploration will entail further analysis of the magnetics and gravity and a blanket coverage of the Professor limestones with a geophysical three dimensional Induced Polarisation (3-DIP) survev.

The second goal will be to drill the zinc oxides at Grieves for extensions of the mineralisation, as well as providing more data to increase JORC compliant resource estimates. Bulk sampling with metallurgical testing will be undertaken to determine the optimum treatment process. The planned geophysics and drilling will also be used to find extensions of the near surface sphalerite-bearing clays.

5.3.2 CENTRAL NEW SOUTH WALES

Icon Resources is conducting gold exploration in central New South Wales and in the New England Foldbelt (see section 5.3.3). There is evidence that these terranes host major crustal structures and/or late orogenic (gneous intrusions which have provided a source, conduit and concentrating mechanism for significant gold mineralisation. In the Directors' opinion most of the Company's tenements in these areas are under-explored. With the exception of Warwick, where icon Resources has just completed a 3-D IP survey, none of the Company's areas have been explored using modern geophysical fechniques to identify significant mineralisation at depth.

Several modern gold mines (eg. Cadia, Lake Cowal, Kidston, Mi Leyshon) in eastern Australia have been found in large hydrothermal alteration systems hosting gold mineralisation, either porphyry style or altered breacia. These modern mines were found by following a variety of leads, but in particular by exploring in the vicinity of historic workings. These workings were often based on narrow high grade gold-quartz veins, which may be part of large, and often unrecognised, alteration systems.

lcon Resources holds the view that a combination of modern geophysical and geochemical prospecting techniques will detect these large hydrothermal afteration systems and has designed its gold exploration programs on this basis.

Figure 5.4 Central New Sauth Wales operating gold and gold/copper mines plus gold occurrences superimposed on fotal magnetic infensity, Icon Resources' tenements are Hiawatha, close to the important Glimore Suture, and Tara, located under cover in the northern extension of the Stawell Zone.

Tara EL 6532. The Tara prospect lies under cover. The prospect is highly regarded by the NSW Department of Primary Industries for its base metal and gold potential, as it is located in an interpreted northern extension of the Stawell Zone in Victoria, which has historically produced over 3 million ounces of gold. Previous explorers found subeconomic amounts of copper, zinc, tin, minor lead, tungsten, bismuth, silver and gold in the 1980s at Tara, when a magnetic high anomaly was investigated for Cobar style mineralisation.

Figure 5b in Section 7 shows that the magnetic highs at Tara surround a magnetic low. The Company's initial exploration program will focus on the magnetic lows as possible indicators of hydrothermal alteration associated with gold mineralisation. Icon Resources also plans to review and re-assay the previous drilling since it encountered mineralisation but was not comprehensively assayed for the range of metals, including gold and tin, which might be expected in this environment. The potential for supergene enriched zones and for alluvial and/or eluvial deposits within the overburden will also be investigated.

The proposed work program will include a series of widely spaced north-south RAB lines to sample the bedrock. followed by a geophysical 3-D IP survey over the anomalous areas.

Hiawatha, El 6291. This covers the Hiawatha gold field, an area of historic workings on high-grade narrow quartz veins which trend roughly east-west within a aranogiarite host. The goldfield lies to the north of the township of West Wyalong and is close to the mineralising Gitmore Suture. Recent work includes a gradient array iP survey and three drilholes. However, there has been no concerted effort to map an alteration system surrounding the historic workings which may lead to the discovery of a larger, lower arade system, perhaps similar to Barrick Gold Corporation's nearby Lake Cowal mine. Figure 5.4 presents the regional magnetic setting and Figure 4 in Section 7 shows the individual prospect locations in more detail.

The proposed work program at Hiawatha will include reassessment of the magnetic data, and a series of widely spaced north-south RAB lines to sample the bedrock. Anomatous areas identified in the RAB drilling will be geophysically surveyed using 3-D IP survey to further define targets before embarking on a more comprehensive drill program.

lcon Resources' Chairman Andy White and Menagino Director John Sishop (right) on Icon's Crystal Mi prospect, South East Queensland.

5.3.3 NEW ENGLAND FOLD BELT

Figure 5.5 South East Queensland - North East New South Wates gold occurrences superimposed on regional geology, fotal magnetic intensity, and gravity. Many of these gold occurrences have received little attention since mines closed down in the late ninefeenth or early twentieth century. Icon Resources believes that some of these relatively small highgrade workings may be indicators to large deposits amenable to bulk mining methods.

5.3.3ct PEEL FAULT

The Peel Fault is a major fracture which transects the continental crust. Numerous old gold fields occur along the fault, and icon Resources considers that this fault is potentially a feeder system for gold bearing fluids from deep within the crust or even the underlying mantle. This kind of major structure in Western Australian Archean terranes is normally the focus of intensive and successful gold exploration. In comparison, the Peel Fault is very under explored.

Icon Resources has an Exploration Licence (EL) and three EL applications (ELAs) over old aciditelds along the Peel Fault (see Figure 5.5). Each prospect contains historic gold mines and workings developed on quariz veins. There has been minimal previous modern exploration over these areas and the Company intends to carry out a similar work program within each tenement. The exploration program will generally involve detailed geological mapping, possibly assisted by aeophysical maanetic surveys, and aeochemical samplina. This will be followed by aeophysical 3-D IP surveys to further define the targets prior to more comprehensive drilling programs. The Peel Fault tenements are:

Upper Hunter EL 2655 (Application). This recent application covers an historic aoidfield near the southern section of the Peel Fault as it swings round to the east, It was chosen for its high density of old gold workings (see Figure 5.5). and its location near the junction of a number of aeomorphological linears. The area was subject to short lived aold rushes in the late 1800s with some mining continuing into the 1930s. These were mostly based on high grade quartz veins although there were some alluvial workings.

Minor exploration was carried out in the 1980s but there appears to have been no drilling or significant geophysical surveys, in fact the last major exploration phase mostly involved the re-opening and sampling of historic workings as well as a minor stream geochemistry survey.

Golden Crystal El 2656 (Application). El 2656 contains a similar style of gold occurrence to the Upper Hunter tenement with apparent structural associations. Part of the area is classified as a conservation area and the Company will need to establish that a mine will be permitted in principle before undertaking any expensive exploration programs.

Weabonaa EL 2657 (Application). The Weabonaa goldfield consists of a compact cluster of 29 gold in quartz vein occurrences located on a circular structure evident on satellite imagery. This is interpreted to reflect a concealed intrusive beneath the intersection of three structural trends. The gold mineralisation has associated pyrrhotite, pyrite and arsenopyrite.

Previous work included a geophysical IP survey with a single follow up drill hole carried out some 35 years ago. With no record of subsequent exploration, the Company believes this work did not adequately test the mineralisation.

Crow King EL 6297. Historic gold workings extend for at least 6.5km along the trend of the Peel fault, typically consisting of pyrite/gold bearing quartz veins in cherty sediments. Three small areas of old workings have been drill tested but no modern geophysical or geochemical surveys have been undertaken.

There are also several areas at Crow King which have been mined for gold-bearing alluvials and lcon Resources will reassess the potential to process the alluvials under a tribute mining scheme.

5.3.3b COFFS HARBOUR BLOCK

The Coffs Harbour Block forms the eastern boundary of the New England Fold Belt and it contains a relatively high density of old gold workings. The Company has two tenements in this region (Figure 5.5).

Coramba EL 6387. This tenement covers a large proportion of the historic Coramba-Orara gold field and comprises numerous small workings based on quartz-vein hosted high-grade gold mineralisation. There are also some significant copper prospects.

The data available from the old workings will be reassessed to determine which areas have the highest densities of historic workings. The best of these will be surveyed with 3-D IP to determine the potential for a large bulk-mineable deposit.

ReeflineEL 6298. This tenement occurs in the historic Dalmorton Goldfield and contains numerous gold workings. These are mostly quartz vein-hosted and are associated with a North West-South East frending linearnent. In the early 1980s, explorers targeted the Pine Creek Prospect with approximately 30 drill holes and defined a zone of mineralisation targeted at approximately 25,000ozs at a grade of more than 2 g/t. Pine Creek covers only a small portion of the tenement. The next drill hole, approximately 1.5km along strike from this target area intersected about 10m at approximately 10a/1 aold near surface.

Geophysical 3-D IP surveys are planned to see if there are areas amenable to bulk mining. However much of the area lies within a state conservation area and the Company's early focus will be to assess whether future mining would be permitted before committing any exploration expenditure.

5.3.3c STANTHORPE

The Company has pegged two tenements, Warwick and Gientanna (Figures 5.5 and 5.6), with no previously identified gold workings, but which have extensive areas of intense alteration that are often associated with significant gold mineralisation.

Warwick EPM 15007. Two quite different types of mineralisation have been identified within EPM15007. These are gold mineralisation at Crystal Mount at the southern end of the tenement and molybdenum mineralisation at Logan Creek in the northern portion.

Crystal Mount gold prospect

Icon Resources has discovered three discrete outcrops of leached cap developed on hydrothermally altered breccia at Crystal Mount, following interpretation of magnetic data. The outcrops cover an area of approximately 7.5ha in a total area of approximately 45ha.

A rock chip sample from the southern margin of alteration assayed 0.8 g/f gold, and very fine gold has been panned from lower subsoil (b-horizon) clays exposed in the guily which drains the centre of the breccia zone. Subsoil sampling indicates that there is a low-level halo of anomalous (>3ppb) gold around the leached cap outcrops with the highest value, 63ppb, in the south western margin of the breacla zone.

Independent Geologist, Peter Goldner partring for gold at the Crystal Mount prospect.

Figure 5.6 Tenement boundaries for Warwick EPM 15007, and Glentanna EPM 15401 superimposed on a total magnetic intensity image.

A geophysical 3-D IP survey over the Crystal Mount breadia zone was recently completed to help locate drill holes to test the alteration. The survey revealed a coherent chargeability anomaly of substantial dimensions, plunging gently to the south from beneath the outcrops of leached cap. The altered breccias may in fact coalesce at shallow (50m) depth to form the single large body (300m width, 200m vertical depth and 1000m long) evident on the 3-D representation in Figure 5.2.

An even larger (600m wide, 300m deep and 1000+m long), discrete resistivity anomaly occurs just west of the chargeability zone. The anomaly is subsurface and characterised by high resistivities interpreted to indicate silicified rock. Altered adamellite occurs at the surface above the anomaly, and the single rock chip assay of 0.8gm/t gold was obtained above the southern end of the resistivity anomaly. A small chargeability anomaly occuts within the resistivity anomaly.

A RC drilling program to test the altered breacias is scheduled to commence in June, 2006.

Logan Creek molybdenum prospect

At the northern end of Warwick EPM 15007, extensive molybdenite mineralisation was discovered as disseminations and along joint planes in an altered aplite stock, again, as a result of field investigation of magnetic data. The stock is approximately 400m across, and intrudes Ruby Creek Granite where it is exposed in Logan Creek. Minimal exploration has been carried out to date to investigate the molybdenum mineralisation.

Radiometric data suggest that there is more extensive afteration adjacent to the molybdenite mineralisation. A detailed mapping and sampling program is scheduled for this prospect as a basis for planning future investigations which will include a geophysical IP survey prior to drilling.

Figure 5.7 Molybdenife crystals disseminated in altered aplife, Logan Creek, Warwick.

Glentanna EPM 15401 (Application). Recent mapping in EPM 15401 found intensive brecciation and complete silica replacement of Texas Beds at the lintersection of geophysical lineaments coincident with a magnetic anomaly which is interpreted to represent concealed intrusives. The style of alteration is possibly analogous to the Carlin Trend in USA, where similar, (though younger) rocks host large, high grade gold deposits in which the gold grain size is characteristically submicroscopic.

If the Carlin model is correct, the vectors to significant gold are likely to be cryptic and upon granting of the licence, the exploration program will include mapping and a rock chip and sub soil sampling program with a detailed geophysical 3-D IP survey prior to drilling.

5.3.4 NORTH WEST QUEENSLAND

Icon Resources is targeting several styles and types of mineralisation from its three tenements in this region (Figure 5.8).

Figure 5.8 Geology, magnetics and gravity of North West Queensiand, showing Icon Resources' Elizabeth Creek, Burketown and Leichhardt tenements.

Leichhardt South, Central & North, EPMs 15388, 15387 and 15386 (Applications). The Leichhardt tenements cover an easterly extension of the Burketown mattes and are interpreted to be part of a triple plate junction. The associated structures in the magnetic and gravity images are interpreted to extend to the mantle and are thus likely to tap deep-seated feeder faults which may lead to a variety of mineralisation styles.

The work program will analyse the existing magnetic and gravity data to determine the range of depths to basement. Follow up techniques may include more detailed magnetic and gravity coverage with electromagnetics fargeting specific greas, in greas of thinnest cover, a series of holes will be drilled to test for basement lithologies and geochemical indications, Icon Resources will seek joint venture agreements for any areas deemed prospective for diamonds.

Burketown EPM 15368 (Application), has been pegged to investigate the potential for a large Voisey's Bay style nickel deposit. The tenement covers an area where altered intrusive dykes have been interpreted to emanate from a large matic intrusive centre. The grea is covered with vounger sediments but one hole, drilled in 1980 intersected ultramatic intrusives beneath the cover, confirming the interpretation of matic rocks of deptiv. High resolution seismic reflection data confirm the extensive nature of the dykes.

Burketown contains well-defined near-coincident maanetic and aravity responses within the matic complex which provide ready made drill targets (Figure 5.8). The exploration program will include analysis of the existing magnetic and gravity data to determine the range of depths to basement. Geophysical programs including one or more of aeromagnetics, gravity and electromagnetic surveys will be carried out with the plime aim of finding massive sulphides. As well as potential for nickel, the area is also regarded as being prospective for copper, cobalt and possibly for platinum group metals.

Elizabeth Creek EPM 14589, contains at least two iron ore deposits which were investigated by BHP Ltd in the 1940s and there is potential for these to be developed in the future. Target size is 20-50Mt at 40-50% Fe. The tenerdent is also prospective for zinc/lead mineralisation within the Lawn Hill and Termite/Range/Formations in a similar style to Zinifex's nearby Century deposit.

A joint venture Heads of Agreement has been signed with Zinifex whereby Zinifex can earn up to a 75% inferest after spending \$5 million over the next seven years. Zinifex's exploration program will concentrate on the zinc/lead potential but will also investigate the concept of processing the iran ore through the Ceritury plant when the existing reserves are exhausted, presently expected around 2015.

5.4 COMMENTS ON PROGRAM AND BUDGET

The primary objective of the Share issue is to raise funds to explore for world-class crebodies of gold, zinc, copper(and) nickel in Eastern Australia. The actual activities carried out and the allocation of funds will be subject to frequent rigorolys technical review, and may be varied depending on the results achieved as the exploration programs advance.

110110	a iling asal dan kara RESIDEN			21025 C
nan na kata	As per Zinifex HOA
muskun	Reassess existing data, drill, seek JV
BEIGHLEAND	Reassess existing data, seek JV	88	XXI	wie
SEARTHORPS	Drilling plus further mapping, sampling, IP, drilling	SAI	SAXI	Shin
KARDIA SEBELIK SEBELIK DI BIBI DI BIBI DI BIBI DI BIBI DI BIBI DI BIBI DI BIBI DI BIBI DI BIBI DI BIBI DI BIB 2. Termiş	Mapping, sampling, IP, drilling	ka ka ka ka		rigi:
21 - 22 - 23 - 24	Mapping, sampling, IP, drilling
MENTENTINA	RAB driling, IR and all	$-1100$	KO	Will
EN PERSON	As per zinifex HOA	SIK!	Seni	Fri
	Kuloka od rad
	Cost of the share issue with a strategic cost of the share issue.			KO
	Administration, legals, accounting			ETA 19
	Less contribution from JV partners
	Unallocated
	TOTAL PUNDS RAISED			SZWEITE

Table 5.2 Summary of programs and budgeted expenditure, assuming the issue is fully subscribed at \$4 million.

View to the South West from Crystal Mount, looking over the (sub-surface) resistive body defined by the 3-D P survey

THE RISKS

The Shares offered under this Prospectus should be considered speculative because of the nature of the business activities of the Company. While the Directors commend the Offer, potential investors should consider whether the Shares offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out below. This list is not exhaustive and potential investors should read this Prospectus in its entirety and, if in any doubt, consult their professional adviser before deciding whether to participate in the Offer.

ECONOMIC AND GOVERNMENT RISKS 6.1

$6.1.3$ SHARE MARKET RISKS

Share market conditions may affect listed securities regardless of operating performance. Share market conditions are affected by many factors such as:

• $\alpha$ general economic outlook
• movements in, or outlook on, interest rates $D$ and inflation rates.
• currency fluctuations $\mathbb{C}^{\frac{1}{2}}$
• d) commodity prices
• changes in investor sentiment towards $\leftrightarrow$ particular market sectors
• ${ }$ the demand for, and supply of, capital

investors should recognise that once the Shares are listed on ASX, the price of the Shares may fail as well as rise. Many factors will affect the price of the Shares including local and international stock markets. movements in interest rates, economic conditions and investor sentiment generally.

6.1.2 COMMODITY RISK

Commodity prices are influenced by physical and investment demand for those commodities. Fluctuations in commodity prices may influence individual projects in which the Company has an interest. The Company has a multi-commodity strategy, including precious metals and base metals. This may to some extent ameliorate commodity risk.

6.1.3 ECONOMIC FACTORS

Factors such as inflation, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on operating costs, commodity

prices and stock market processes. The Company's future possible revenues and Share price can be affected by these factors which are beyond the control of the Company and its Directors.

6.1.4 GOVERNMENT

Changes in government, monetary policies, taxation and other laws can have a significant influence on the outlook for companies and the returns to investors.

ENVIRONMENTAL RISK FACTORS $6.2$

Mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. The use and disposal of chemicals in the mining industry is under constant legislative scruttiny and regulation.

Exploration work will be carried out in a way that bauses minimum impact on the environment. Consistent with this, it may be necessary in some cases to undertake baseline environmental studies/prior to certain exploration or mining activities, so that environmental impact can be/monitered, and as far as possible, minimised. While the Company is not aware of any endangered/species of fauna and flora within any of its Project areas, no baseline/environmental studies tlave been undertaken fo date, and discovery of such could prevent further work in dertain/areas.

EXPLORATION, DEVELOPMENT, MINING AND $6.3$ PROCESSING/RISKS

One of the biggest risks facing the Company is that the proposed exploration programmes will not result in the hopéd-for exploration success. Mineral exploration by Its nature is a high risk endeavour and consequently there can be no assurance that exploration of the project areas described in this Prospectus) or any other projects that may be acquired in the future, will result in discovery of an economic mineral deposit. Should a discovery be made, there is no guarantee that it will be dommercially viable for a host of factors beyored the control of the Company, mainly related to the economics of mining operations. While the Directors will make every effort to reduce the above risks through their experience in the explaration and mining industry. the fact remains that a commercially viable mineral discovery is very much the exception rather than the rule and success can never be guaranteed.

in summary, mineral exploration, project development and mining by their nature contain elements of significant risk. Uttimate and continuous success of these activities is dependent on many factors such as:

• the discovery and/or acquisition of economically recoverable ore reserves
• successful conclusions to bankable feasibility $\triangleright$ studies
• access to adequate capital for project c) development
• design and construction of efficient mining d) and processing facilities within capital expenditure budgets.
• securina and maintaining title to tenements: $e)$
• obtaining consents and approvals necessary. ${ }$ for the conduct of exploration and mining
• $\ket{G}$ access to competent operational management and prudent financial administration, including the availability and refability of appropriately skilled and experienced employees
• $|\gamma\rangle$ Native Title risks (see also below)

Adverse weather conditions over a prolonged period can adversely affect exploration and mining operations and the fiming of revenues.

Whether or not income will result from development of the Tenements depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development and mining operations.

$\Lambda$ $\Lambda$ NATIVE TITLE

The Directors are aware of a number of Native Title claims which wholly or partially cover the Company's exploration project areas. Those claims may impact upon planning and implementation of future exploration programmes. The potential also exists for further Native Title claims to be lodged over any existing or future tenement area. Native Title claims have the potential to cause significant delays to exploration.

The directors are not presently in a position to assess in detail the impact of Native Title on the Company's planned operations.

The Directors therefore consider the potential for Native Title claims to be lodged over the areas containing exploration profects to be a risk to investment. For further information on Native Title generally and, the Native Title ciains in areas of interest to Icon Resources, investors are referred to the Native Title and related sections in the Solicitor's Report appearing in Section 9 of this Prospectus.

$6.5$ ABORIGINAL SIGNIFICANT SITES

Commonwealth and State Leaislation obliges the Company to identify and protect sites of significance to Aberiginal custom and tradition. Further details of this leaislation are set out in the Solicitor's Report in Section 9 of this Prospectus. Some sites of significance may be identified within the Company's tenements, it is therefore possible that one or more sites of significance will exist in an area which the Company considers to be prospective. The Company's policy is to carry out clearance surveys prior to conducting exploration which would cause a disturbance to the land surface.

6.6 UNINSURED RISKS

While the Company carries standard public liability insurance, if may not be fully insured against all losses and flabilities that could unintentionally arise from its operations. If the Company incurs uninsured losses or liabilities, the funds available for exploration and development will be reduced and the value and tenure of the Company's assets may be at risk.

6.7 FURTHER RISKS SPECIFIC TO THE COMPANY

The current and future operations of the Company, including exploration, appraisal and possible productionactivities may be affected by a range of factors, including:

• $\bigcirc$ geological conditions
• b) alterations to programs and budgets.
• СÌ. unanticipated operational and technical difficulties encountered in seismic survey, drilling and production activities
• d). mechanical failure of operating plant and equipment, adverse weather conditions. industrial and environmental accidents. industrial disputes and other force majeure events

• unavailability of aircraft or drilling equipment e). to undertake airborne surveys and other geological and geophysical investigations.

• $\left{ \right}$ unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment

• prevention or restriction of access by reason $\ket{G}$ of political unrest, outbreak of hostilities, and inability to obtain consents or approvals finaluding afearance of work programs busuant to access agreements entered into with Nativel Title claimants)

$\mathcal{L}$ $\mathcal{R}$ NO VALUATION

No formal valuation has been completed of the exploration projects or the Shares of the Company. The Company makes no representation as to the value of the exploration assets. It is recommended that intending investors and their advisors should make their own assessment as to the value of the exploration projects.

6.9 DEPENDENCE ON KEY PERSONNEL

The Company's success depends to a significant extent upon key management personnel, as well as ofher management and technical personnel including those employed on a contractual basis. The loss of the services of certain personnel could have an adverse effect upon the Company and its activities. See Section 10.13e) for further information in relation to the Managing Director's Contract of Employment.

6.10 DEVELOPMENT CAPITAL

Exploration and development costs will reduce the cash reserves of the Company, which may not be replaced through the successful development of mining operations, or should these mining operations proveunsuccessful or perform below the required levels. The Company would then be dependent on seeking development capital elsewhere, through equity, debt or joint venture financing, to support long term exploration and evaluation of its projects.

EXPLORATION LICENCES $6.11$

The renewal of tenements upon expiry of their current term and the granting of applications for exploration licences is subject to Ministerial approval. Non-approval or a delay in the approval process could have a negative impact on exploration conducted by the Company as well as the Share price of the Company.

$6.12$ OTHER RISKS

The future viability and profitability of the Company is also dependent on a number of other factors affecting performance of all industries and not just the exploration and mining industries, including, but not limited to, the following:

• Currency exchange rate fluctuations a).
• b) the strength of the equity and share markets in Australia and throughout the world
• general economic conditions in Australia and its cì. major trading partners and, in particular, inflation rates, interest rates, commodity supply and demand factors and industrial disruptions
• financial failure or default by a participant in d) any of the joint ventures or other contractual relationship to which the Company is, or may become, a party
• $\ominus)$ insolvency or other managerial failure by any of the contractors used by the Company in its activities
• industrial disputation in Australia and overseas f)

Adit: Coramba King copper mine. EL 6387 North East NSW

GOLDNER & ASSOCIATES

ARN 56 667 865 953

Office: Level 9, 80 Mount Street North Sydney SYDNEY 2060 Ph: .+61 (0)2 8920 0946 Fax +61 (0) 2 99 29 2549 Email: pgoldner@bigpond.net.au 21 February 2006

Residence: 15 McManus Street McMahons Point SYDNEY 2060 Ph. +61 (0) 2 9959 3550 Fax: +61 (0) 2 9929 0125 Mobil +61 (0) 403 198 415

The Directors Icon Resources Limited Suite 302-25 Lime Street SYDNEY NSW, 2000

Dear Sirs

ICON RESOURCES LIMITED INDEPENDENT GEOLOGIST'S REPORT

Please find attached the Goldner & Associates ("GA") report which, as requested only covers seven projects within the larger portfolio of Eastern Australian projects in which Icon Resources Limited ("Icon") has an interest,

GA visited the six of the seven projects covered by this report in November 2005, accompanied by Icon Resources' management and technical staff and the technical data on the projects supplied either by icon Resources or the project vendors was reviewed in the course of preparing GA's report. Discussions were held with technical and managerial staff concerning lcon Resources' proposed business strategy as well as the proposed exploration programs and budgets.

GA's report comprises an introduction, Executive Summary and Risk Summary, followed by a more detailed review of the technical aspects of each project and a discussion of the intended future work programs and the budgets allocated to each of the project areas.

We trust that the report adequately and appropriately describes all relevant geological aspects of the projects and addresses issues of significance.

The sole purpose of this GA report is for the inclusion in the Icon Resources prospectus dated on or about 10 April 2006. relating to the proposed equity raising of A\$4.0 million by the issue of 20 million fully paid ordinary shares at an offer price of A\$0.20 per share and should not be used or refled upon for any other purpose. Neither the whole nor any part of this report nor any reference thereto may be included in or with or attached to any document or used for any other purpose, without GA's written consent to the form and context in which it appears.

Yours faithfully GOLDNER & ASSOCIATES

Carl Collaboration

Peter T Goldner Managing Director and Principal Consultant

INDEPENDENT TECHNICAL REVIEW ICON RESOURCES LIMITED - MINERAL EXPLORATION PROJECTS CONTENTS

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EWTW	DATA QUALITY REPORTS AND MAPS ASTARES DRILL HOLE SAMPLING AND SURVEYING
tiú	ICON'S CORPORATE STRUCTURE, PROJECT TENURE AND BUSINESS STRATEGY
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7,	CENTRAL NEW SOUTH WALES PROJECTS CORRESPONDENT DESCRIPTION HIAWATHA, NEW SOUTH WALES THE THING TARA, NEW SOUTH WALES
ENGIN	NORTHEASTERN NEW SOUTH WALES AND KOTHERZKYTRETTARTERKOPATE CORAMBA, NEW SOUTH WALES CROW KING, NEW SOUTH WALES WARWICK, QUEENSLAND
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cmil	STATEMENT OF CAPASITIEY
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LIST OF PIGURES

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	FIGURE 3 A - C ((A) GRIEVES SIDING INFERRED RESOURCE FOR NEAR SURFACE BLACK PUG ZING DEPOSIT (B) SCHEMATIC BLOCK DIAGRAM OF THE GRIEVES NEAR SURFACE MINERALISATION AND INTERPRETED DEPTH EXTENSION OF THE MINERALISED HORIZON (C) SCHEMATIC SECTION 47900N CREVES SIDING
EXCAVELABLE DESCRIPTION	(A) HAWAITA PROJECT GEOROGY COMMITMENT REPORTED A SERVICES
	@21-11-12-12-12-12-12-12-12-12-12-12-12-1 EN EN STANDARD DE LA COMPANYA DE LA COMPANYA EN LA COMUNICACIÓN DE LA COMUNICACIÓN DE LA COMUNICACIÓN DE LA CO EN ENCONCERCIÓN DE LA COMUNICACIÓN DE LA COMUNICACIÓN DE LA COMUNICACIÓN DE LA COMUNICACIÓN DE LA COMUNICACIÓN
	1983 : 1989 : 1999 : 1998 : 1999 : 1999 : 1999 : 1999
EXCULTS	CORANDA ROJECTIC COROL
EXCHITE	MARTIN CHARGE AND CALL

INDEPENDENT TECHNICAL REVIEW

INTRODUCTION $1.0$

lcon Resources Limited ("Icon") owns or has interests in a large portfolio of mineral projects in Eastern Australia. Icon's directors requested Goldner and Associates ("GA") to only review and comment on the seven projects identified on Table 1 below and shown on Figure 1; the remaining projects within lcon's portfolio, which are not covered by GA's report, will be discussed in other sections of the prospectus.

The projects covered in this report have been grouped into four geographical regions as shown on Table 1 below. These groupings are also utilised for the project reviews in this report as the underlying regional geological setting and to some degree the known styles of mineralisation within the geographical regions is similar.

TABLE 1 - PROJECTS REVIEWED IN THIS REPORT

SER ALAM AND ALAM A	STOR TORS TO HANDLE THE T
1998 - Katharan I
CENTRAL NEW SOUTH WALES AND THE REAL PROPERTY.	ETTELT TETT MINIMUM
	EVALUATION
NORTHEASTERN NEW SOUTH WALES / SOUTHEAST CORAMBA
CHISTORY CHI	KOLLOVING INTERNATIONAL MARTING M

Icon plans to raise approximately \$4.0 million ("M") through an Initial Public Offering ("IPO") prior to listing Icon on the Australian Stock Exchange ("ASX") and to apply a portion of these funds towards exploration and, if warranted, development, of the mineral exploration assets listed on Table 1.

With the exception of the Elizabeth Creek Project, GA made site visits to the six other projects covered in this report accompanied by icon's Managing Director, Dr. John Bishop and in some cases also by Icon's Chairman Dr. Andrew White and/or other members of Icon's technical team. All projects are at a relatively early exploration stage and have only recently been acquired by Icon. Apart from the Warwick project in Southeast Queensland and the Professor project in Tasmania, in the latter case through a joint venture with Zinifex, Icon has not commenced field work on the project greas. The company has however accumulated much of the available historical data on each of the projects and this information has been provided to GA.

GA has not conducted a due diligence review of the status of the various tenements or such matters as environmental or landowner issues that may affect some of the projects as this work is being undertaken by others as part of the legal due diligence; icon has advised GA that all material tenements or tenement applications are in apod standina.

This GA report is primarily based on information provided by icon and to a lesser degree on information separately sourced by GA from the web sites of the various State Government Departments managing mineral resources. GA's assessment of the projects and proposed exploration programs and budgets is based on technical reviews of project data, project site visits and discussions with the company's technical management and directors. However any forecasts and projections cannot be assured and factors both within and beyond the control of Icon could cause the actual outcomes to be materially different from GA's assessments contained in this report.

Figure 1 Location of Icon Projects Covered in the
Independent Geologist's Report

$2.0$ EXECUTIVE SUMMARY

icon or its wholly owned subsidiaries, has, or in the case of the Professor Project is in the process of acquiring, a 100% interest in all the projects covered in this report. Apart from Eiizabeth Creek in Queensland, all projects are readily accessible by good quality roads providing year round access. The Elizabeth Creek project is located in a remote section of tropical northwest Queensland and is likely to be inaccessible for periods during the wet season. Icon has signed an option arrangement with Zinifex Limited ("Zinifex") on the Professor project in Tasmania and a heads of agreement for a joint venture with the same company on Elizabeth Creek project in northwest Queensiand with both agreements resulting in Zinifex, at least initially, funding and managing the exploration on these projects.

A number of the Icon profects accur in greas which are characterised by a similar regional geological setting and to some dearee similarities in the known styles of mineralisation present. The projects to which this applies are:

• the Hiawatha and Tara projects situated in the Lachlan Fold Belt in central New South Wales and
• the Crow King, Coramba and Warwick projects which are situated within either the northeastern New South Wales or southeastern Queensiand portion of the New England Fold Belt.

In these cases the project descriptions in this independent Geologist's Report are grouped accordingly.

PROFESSOR PROJECT WESTERN TASMANIA

The Professor project consists of two contiguous granted exploration ficences located about 10 km south of Zeehan in Western Tasmania. The area held has been acquired for its potential to contain carbonate-hosted zinc-lead sulphide deposits and the project tenements contain numerous known, but poorly explored, zinc + lead prospects within the Gordon Limestone. Icon has a 66.7% inferest in this project and is in the process of acautiting the remaining 33.3% interest.

Icon has entered into an option arrangement with Zinifex which requires the latter company to spend \$120,000 before 30 September 2006. This option is primarily designed to allow Zinifex to evaluate whether near surface sphalerite (zinc sulphide) bearing material at the most advanced prospect (Grieves Siding) is sultable to blend with Zinifex's own high grade ore so that an optimum zinc head grade can be maintained through its Rosebery flotation plant. The sphalerite in the near surface material is hosted by an organic gel-like material (locally known as black pual and deeper drilling has intersected both zinc oxide and zinc sulphide mineralisation within oxidised units of the Gordon Limestone.

A recent, Icon commissioned, resource estimate of the near surface zinc sulphide material, defined an inferred Resource of 240,600 cubic metres of sphalerife bearing black pug averaging 3.9% Zn, 0.3% Pb and 1.8g/f Ag. Zinifex recently underlook a bulk sampling program of this material and is currently completing metallurgical testwork. As part of this testwork, five bulk density determinations averaged 1.4 tonnes per cubic metre which translates into an approximate tonnage of 337,000 tonnes for the black pug Inferred Resource. The samples returned assays of between 2.8% In and 17.4% In however there was very poor correlation between the bulk sample grades and grades obtained in nearby drill holes. Metallurgical testing of the bulk samples was still underway at the time this report was completed however preliminary results were not encouraging. Unless improved recoveries can be obtained from future festwork it seems unlikely that Zinifex will proceed with mining the black pug resource as a feed biend for their Rosebery mill. GA understands Zinifex are continuing with additional testwork to determine whether a concentrate can be produced that would be suitable for direct processing through their Risdon smelter.

In addition to Zinifex's \$120,000 expenditure obligation under the option agreement, Icon has budgeted to spend an additional \$100,000 on the area in Year 1 and assuming encouragement from the work undertaken, a further expenditure of \$400,000 is estimated for Year 2. Icon's primary exploration target is zinc sulphide deposits of between If to 5 million fonnes with grades of about 10 to 15% In but the company also intends to further investigate zinc oxide mineralisation known to underlie to Grieves Siding near surface sulphide deposit.

CENTRAL NEW SOUTH WALES PROJECTS (HIAWATHA AND TARA)

Both the Hiawatha and Tara projects have been acquired by Icon, to search for gold deposits associated with granitoid intrusions or their surrounding atteration halos. Porphyry copper and copper gold deposits are associated with granitoid intrusions where the mineralisation is associated with the hydrothermal alteration that has accompanied the intrusive event. The large Cadia Valley and Ridgeway deposits owned by Newcrest Mining Limited are New South Wales examples of porphyry copper/gold deposits. In another comparatively recently recognised style of granitoid related gold deposit, the gold is found in a specific type of granite intrusion which exhibits a number of distinct and unusual chemical and compositional characteristics. These deposits, which are sometimes referred to a "reduced granite-type", are comparatively uncommon and examples include the fort Knox deposit in Alaska USA and the Timbarra deposit in northeastern New South Wales. Analysis for a specific suite of elements in confunction with petrological examination of the intrusive suite can be used to determine whether a specific area has the broad characteristics conducive to hosting this style of gold deposits.

Hiawatha Protect

The Hiawatha project covers a number of small-scale historical abla workings located along harrow east-west trending quartz reefs within a Silurian age granodiorite. Splay faults emanating from the reailonally important Gilmore Fault Zone may pass through the project. Limited past exploration conducted by dither companies failed to idcate sianificant acid mineralisation however a subsequent detailed geromaanetic survey identified a strong magnetic anomaly in the west of the tenement possibly representing a metamorphic halo to a nen-outcropping intrusion. Some weaker anomalies have also been identified to the east of the area of higrorical workings.

Previous company exploration did not specifically target the potential for intrusion-related gold deposits to occur in the area. In addition past explorers failed to appreciate the orientation of the known gold veirs resulting in poorly oriented exploration. Icon intends to conduct an IP survey over the known/gold prospects with follow-up Rotary Air Blast ("RAB") or aircore drilling to identify indicators for a potential intrusion related gold deposit. The company has budgeted \$75,000 for exploration in Year 1 and if successful a further expenditure of \$1,60,000 in Year $2\overline{)}$

Tara Project

The Tara project contains two distinct magnetic anomalies in an area complétely covered by Cainozoic sédiments. The anomalies lie within a larger magnetic low that appears to be lacated on a splay linearment from the redionally significant Bootheragandra Fault. Past diamond core drilling into the main/fara anomaly/has identified disseminated base metal sulphide mineralization in Ordovician sediments. Icon believes the known ariomalies may represent the hornfels rim of a granitic intrusion located between the anomalies. Icon's initial program will include aircore drilling to locate the postulated granitic intrusion and to identify indicators for intrulion-reidted gold deposits. Based on results of prior exploration, the project is also considered to have potential for dopper zinc and/or tin deposits. Icon have budgeted \$75,000 for exploration in Year 1 and if justified by the results of further \$150,000 for Year 2.

NORTHEAST NEW SOUTH WALES - SOUTHEAST QUEENSLAND PROJECTS (CROW KING, CORAMBA AND WARWICK).

These three project areas are located in the highly mineralised New England Fald Belt extending from Newcastle in New South Wales to Townsville in North Queensland. The Crowiking and Cordmba piolects in New South Wales contain abundant small historical quartz vein-hosted gold (and in the case of Coramba some copper/gold) workings. The Warwick project area in southeast Queenstand is pledominantly undertain by a suite of aranitic intrusives and previous exploration has identified two interesting prospects; disseminated molybdenite in the north and a series of breacia pipes in the south.

Crow Kina

The historical gold workings are located immediately east of the regionally extensive Peel Thrust and consist of a 6.5km long northwesterly trending zone of narrow guartz-pyrite bearing quartz veins hosted within cherty sediments. incomplete records for the old mines suggest that individual production was very low however the recovered grades were typically high to very high. Drill festing of three small areas of old gold workings yielded disappointing results however this does not necessarily preclude the possibility of significant high grade gold mineralisation occurring elsewhere in the project grea. Nevertheless the main target of interest to lcon is the potential to outline broader zones of mineralisation that may occur as halos to the higher grade veins. Icon plans to spend \$50,000 in the first year of exploration to be followed by \$250,000 in Year 2 if appropriate targets are outlined.

Coramba

Two styles of mineralisation are recognised within the project area; narrow quartz vein hosted gold deposits mainly within the Coramba Beds but also in the Brooklana Beds and stratabound copper (+aold) and aold deposits associated with auartz-magnetite and/or metabasalt units mainly in the Brookland Beds. The stratabound style of mineralisation is thought to have formed by exhalative processes on the sea floor and the known prospects occur within fine arained silicified metasediments containing several horizons of pwific chert and magnetite-rich lasper.

The very small high grade veins on which the historical mines were developed do not individually represent particularly attractive exploration targets as the size potential appears auite limited. Nevertheless the project tenement does have the potential for the discovery of larger tonnage, medium to lower grade gold deposits and this represents the primary exploration target for Icon. These may occur as:

• Halos of alteration, silicification or stockwork veinlets surroundina some of the known high arade veins or in the areas of some of the larger historical mine workings (e.g. Beacon Group, Coramba King and Queen's Record Reign) where there is evidence of multiple close-spaced vein sets.
• As stratabound deposits within chert and iasper horizons within the Brookland Beds. The area around the II abo mine warrants further evaluation for this style of mineralisation and in a broader sense the Brooklana Beds require further evaluation for this type of deposit.

Part of the project tenement either covers environmentally sensitive areas or regions of relatively high population density. It is likely exploration in some areas may either prove impractical or require excessive access negotiations. Icon has a Year 1 exploration budget of \$50,000 for the Coramba project and this will be increased to \$150,000 in Year 2 if justified by positive results in Year 1.

Wenwick

The project tenement is predominantly underigin by a suite of granitic rocks intruding deep water sediments. Prior exploration has identified two main areas of interest; the Logan Creek disseminated molybdenite prospect and the Crystal Mount prospect where minor alluvial gold has been found in creeks draining a series of breccia pipes. Icon considers the latter prospect as the main area of immediate interest and believes the breccia pipes may be due to intrusive related hydrothermal activity. A number of substantial gold deposits occur in broadly similar geological settings and Icon has commenced exploration with a 3D IP survey accompanied by soil sampling. A large cohesive chargeability anomaly, possibly caused by disseminated sulphide mineralisation has been outlined below the zone of altered breacia pipes with an even larger resistivity anomaly immediately west of the chargeability zone. Icon has interpreted a halo of weakly anomalous gold values around the breacla outcrops.

The company has a Year 1 exploration budget of \$200,000 with a further \$150,000 to be spent in Year 2 if justified.

ELIZABETH CREEK - NORTHWEST QUEENSLAND

The Elizabeth Creek project lies within the globally significant McArthur River-Mount Isa-Cloncurry base metal province of northwest Queenstand and the Northern Territory. The project is located on the Lawn Hill platform and includes

Upper McNamara Group; the host sequence for the Zinifex owned and operated Century Zinc Mine. In the western part of the project the Upper McNamara Group is unconformably overlain by the South Nicholson Basin Group which is known to host fron deposits. Previous exploration has outlined two low grade fron carbonate (siderite) deposits in the west of the project area.

Zinifex has signed a Heads of Agreement to explore the area and may earn up to a 75% interest by spending \$4.98 million. Zinifex is committed to spending \$200,000 before it can withdraw from the project. GA understands that the Zinifex work program will include re-assaying the available core from previous drilling for both base and precious metals, a RAB drilling program and a IP survey over identified targets. Zinifex hopes to identify geochemical signatures within the Upper McNamara Group sediments similar to those found at Century.

TABLE 2 - SUMMARY OF ICONS PROPOSED EXPLORATION PROGRAMS AND BUDGETS FOR THE PROJECTS DESCRIBED IN THIS INDEPENDENT GEOLOGISTS REPORT

通道的复数形式	230120333313130133
		77. JE	11.02	1016
MAGAZA YOR (1AS) WEBS	Yr i'm Metailurgical testing of Black Pug-hosted spinolerite resource; cirill testing of zinc oxides and IP and drill testing at deeper sphalerite zones. Yr 2 - Regional IP survey, drill testing targets, bulk sampling of zinc oxides If ostited a commitment of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of	1\$120,000 by Zinifex)	30300 O.OU	\$420,000
BIRYWARIEN TESTA MAR	Yr 1 - 3D IP over known workings. RAB or aircore drilling to sample basement granite and assaying for indicator elements to test infrusive hosted concept, deeper RCP dilling Yr 2 - Cantinue drill testing targets, and/or seek. IV partner or relinquish CIRCUISTI	1.50000	\$150,000	3.300.000
2333 731	Yr 1 - Aircore drilling to sample basement granite and assaying for indicator elements to test intrusive hosted concept, assessment of the areas alluvial potential Yr 2 - RCP or core drilling if warranted by Year 1 &/or seek a JV partner or relinquish tenement	\$150,000	\$150,000	\$300,000
ing 20 2008 1223.UB	Yr 1 - Map, sample old prospects, composite chip sampling of alteration and silicification halos adjacent to old workings, review results of prior exploration; IP surveying of selected targets Yr 2-Follow up drilling, assess alluvial potential ana/or seek JV partner or relinquish tenement	\$80,000	\$300,000	\$380,000
Gott kat CISTA	Yr 1 - Map, sample old prospects. IP and magnefic surveying of selected targets, assess available althorne magnetics to develop additional targets, evaluate existing BLEG results in western part of area and tollow- up of any anamalies defined: Yr 2 - Follow up drilling and ar seek JV partner .	BOOK AN	\$140,000	5200,000 .
WARRANTON Coylloy Manager	Yr 1 - IP over Crystal Mount, duger bedrock geochemical sampling. (both dready completed). RCP drilling of the breada pipes and the P anomaly. Detailed pancancentrate and BLEG stream sediment sampling of the drainages around Crystal Maunt, detailed composite chip with the sampling and alteration mapping at Logan Creek _________ Yr 2 - Continue Drill testing as warranted, and if significant mineralisation is located undertake metallurgical testwork. The manufacturer of the	\$200,000	\$200,000	\$400,000
ansar 1343 ezee	Yr 1 - Compilation of available geochemistry, in fill soil and rock chip sampling, possible RAB or alreare drilling in areas of shallow cover, RCP drill testing of anomalies Yr 2 - Program to be determined by Zinifex after completion of Year 1 exploration	\$80,000 (by times)	\$12000 (by Zinifex)	\$200,000 (by Zinifex)
2333		\$880,000	1,360,000	2,220,000

$3.0$ RISK SUMMARY

$3.1$ PROJECT RISKS

When compared with many industrial and commercial operations, mining is a relatively high risk business and projects that are still in the exploration phase are even higher risk. Even once a discovery is made the nature of the mineralisation, the grade distribution within the deposit outlined and the behaviour of the ore during mining and processing is never completely predictable.

The difficulty in discovering economically viable mineral deposits is progressively increasing as most outcropping deposits have already been discovered. Consequently discovery of additional deposits is increasingly reliant on the combination of an in depth understanding of factors controlling the development of mineral deposits within any specific geological environment as well as the application of optimum exploration techniques applicable to the style of deposit being sought.

icon's seven projects reviewed herein are generally all at an early stage of exploration with only one project, Professor in Tasmania, having a small defined resource which complies with the JORC Code¹. Previous exploration, often including drilling and in many cases historical mining, has been undertaken on all the project areas and consequently the presence of mineralisation is established and specific targets warranting further exploration have been identified. To outline resources and subsequently confirm potential viability will require considerable additional work and this is the objective of Icon's planned exploration programs.

In reviewing (con's projects covered in this report GA has considered areas of perceived technical or operational risk, particularly where the risk component could materially impact on the exploration or development plan. The assessment shown in Table 3 is necessarily subjective and qualitative. In Section 3.2 GA has considered factors which may ameliorate some of these risks.

ern gro ennachen he	Boxolarathan
KIRIO INDIANI an di sebuah ka Minnikka (187 3573	Grieves Siding Near Surface Black Pug Hosted Zinc Deposit The resource is in the Inferred category with a number of factors, such as the bulk density, still to be fully established. Infill drilling is required to raise the category to a level that reserves can be estimated. The resource is low grade and small with limited potential for significant extensions however there is potential for similar deposits to occur elsewhere within the project tenements. Without the discovery of significant additional resources elsewhere in the project area, viability is dependent on the existing mineralisation being suitable as supplemental feed for Zinifex's Rosebery plant.
ETWARTER - PRONESSOR (1145) ETICTIC UT	Grieves Siding Near Surface Black Pug Hosted Zinc Deposit Testwork is currently being undertaken by Zinifex on recently callected bulk samples. This deposit has a high organic content and preliminary metallurgical testwork suggest the material will not be suitable for the Rosebery plant. Further restwork is being undertaken to determine whether the material can be processed to a concentrate suitable for the Risdon-smelter. At this stage it is not certain that an economically viable process can be developed to recover the sphalerite from this material. The material Grieves Siding 1thc Oxide Mineralisation 1999 - Johann Stone, Amerikaansk politiker (d. 1989) Zinc oxide mineralisation in siderite and clay is known to occur below the near surface clay resource. The metallurgical characteristics of this mineralisation are unknown as no testwork has been undertaker. III

TABLE 3 - ASSESSMENT OF IDENTIFIED RISKS AFFECTING ICON'S PROJECTS

1 The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves - The JORC Code - 2004 Edition.

Resenters ozistan tal De Santo Componento de Contra Componento de Componento de Componento de Componento de Componento de Componen INER 2 STRUCTURE LOW RISK AND STATE OF STATE AND STATE OF STATE OF STATE AND RESIDENCE	Although each of the project areas have existing targets warranting exploration there are no resources currently defined to JORC standards within the other projects. Exploration success will be required to confirm and prioritise fargets. Well planned and persistent follow-up exploration accompanied by on-going success will be required to define resources. Apart from Elizabeth Creek, all areas are accessible year round, are easily reached by excellent quality public roads, generally have reasonable to good roads and tracks for internal access and are located near regional population centres. The control of the control of the control of The Elizabeth Creek area is in a remote part of tropical northwest Queensiand III generally only accessible during the dry season.
Time Andre Mondoen al Ar Montan 1983	Significant parts of the area, including Grieves Siding, are within sight of the main Zeehan to Strahan sealed road. Any substantial developments may require visual screening. Parts of the area are covered by marshy button grass valleys and additional rehabilitation requirements may apply to both exploration and development activities. Noxious Gorse weed occurs in the general district and care will be required to avoid spreading this weed.
ENVIRONMENT $\sim$ orthmen next MEDIUM TO HIGH RK Germany	Parts of the project area covers environmentally sensitive areas adjacent to National Parks which will require additional care in, and renabilitation of, exploration activity. The eastern portion of the project tenement encompasses areas of moderate to high population density on the outer fringes of Cofts Harbour and while exploration may be technical feasible, it is questionable whether any future discovery in this part of the terrement could be developed. The
EN MARTINE maniana tourioritetum e uss	The project covers the Hiawatha State Forest which in the event of a mineral development may require more environmental controls than a development on farm iand. Standard liaison with landowners will be required on the remainder of the project.
ENVIRONMENT – Elizaben i Greek I i tomato kaominina a RISK COMMUNIST	This area is subject to Aboriginal Land Rights and will require on-going negotiations with the land owners. The western and part of the southern boundary of the project abuts the Boodjamulia (Lawn Hill) National Park and therefore any discovery close to the project boundary may be subject to more stringent environmental regulations.
11. SEKSI 1985. TE en in Kong 522 R.	In general most of the areas are in comparatively low population rural areas which will require standard ligison with the landowners. GA's site visits did not indicate any particular negative sentiments with respect to Icon's proposed activities.

$3.2$ RISK MITIGATION FACTORS

There are a number of factors which combine to reduce some of the risks attached to icon's exploration profects. The main factors being:

• Australia is a politically stable country with a long history of mineral exploration and mining and the Federal and all State Governments are supportive of the mining industry.
• All of icon's greas in eastern Australia contain the appropriate geological setting for the development of the deposit styles being sought. Each project area contains a number of mineralised prospects and/or anomalies warranting further exploration.
• Most of the greas are logistically well located with excellent year-round access. Even the most remote area, Elizabeth Creek in far northwest Queenstand, can be readily accessed during the dry season.
• Having a major zinc miner and producer of Zinifex's calibre assessing the merits of the Professor area and particularly assessing the Grieves Siding near surface black pug-hosted resource, maximises icon's potential of developing a near term cash flow from this project.
• Zinifex's participation in the exploration for zinc in the Elizabeth Creek area is a very positive aspect to this project as it has particular expertise in zinc exploration in the region. Zinifex ownership of the nearby Century zinc mine is likely to positively impact on the economics of even a modest zinc discovery at Elizabeth Creek.
• lcon's current management are experienced mineral industry professionals and have extensive experience in the exploration for the deposit styles most likely to be discovered within the Company's tenements. In particular the company's management have strong geophysical expertise which will be useful in the exploration for non-outcropping mineralisation.

ASSESSMENT METHODOLOGY AND INFORMATION SOURCES $4.0$

The appropriate professional standards for the preparation of independent expert reports are encompassed in the provisions of the VALMIN Code² of the Australasian Institute of Mining and Metallurgy ("The AuslMM") and the Australian Institute of Geoscientists ("AIG"). As for as practical the VALMIN Code has been observed in the preparation of this report³.

With the exception of Elizabeth Creek in northwest Queenstand, GA has undertaken site visits to all projects covered in this report during November and December 2005. Elizabeth Creek was not visited because of wet season conditions and a delay in access negotiations. Historical open file geological and exploration data on each project were reviewed and in the case of the Professor project in Tasmania, the resource estimation procedures were discussed with Icon's resource consultant Ms Tracie Burrows. Discussions were held with Icon's management with respect to the proposed exploration programs and budgets for each of the projects. Icon has made available to GA technical reports, maps and data concerning its own and previous exploration activities and has provided assurances that all material information has been provided to GA.

All of the icon projects are in the exploration stage and only the Professor project has an identified mineral resource. Where tonnages are referred to elsewhere in this report, they relate to extracted tonnages reported in either historical or contemporary information examined as part of the current review. Although the accuracy of these figures cannot be independently verified their veracity is not doubted. The JORC code has provisions for the discussion of target size and type and where appropriate in this report, this provision has been utilised with respect to some of the project areas to provide the reader with GA's opinion of what the likely exploration target may be for any given prospect or project area.

² The "VALMIN Code" is the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Mineral and Petroleum Securities for Independent Expert Reports, 2005 Edition, which is binding on members of the AuslMM and the AIG. 3 For the purposes of the VALMIN Code, the present report is a Technical Report, which deals with the Technical Assessment of Mineral Assets and does not address matters such as a Valuation Report, Vendor Consideration, Opinion on Securities or the talmess and reasonableness of a transaction relating to a Mineral Asset.

A number of generalised quantitative terms have been used in describing the various targets being sought or atteady identified within icon's project areas. These descriptive terms include "small, medium and large sized" deposits (or variations of this terminology) and where used are designed to provide the reader with some approximate farget benchmarks. In the context of this report;

• "Small tonnage" is used where the mineral deposit potential may be in the range of several tens of thousands to several hundreds of thousands of tonnes. Some of the individual vein-style prospects in the Coffs Rarbour and Crow King project areas fail within this category.
• "Medium tonnage" is used where the deposit size potential may be in the range of several hundreds of thousands to possibly a few million tonnes. The Professor project may fail within this category.
• "Large fonnage" is used for porphyry copper-style deposits and some epithermal-style deposits which typically have the potential for tens of millions to hundreds of millions of tonnes.

In all cases the potential for economic development of actual resources that may be optimed by future exploration will be dependent on many factors including, but not limited to, the overall grade, anticipated metallingical recoveries and prevailing metal prices.

Unless otherwise indicated all financial figures guoted in this report refer to Australian Dollars ("\$").

A glossary of technical terms is included as a separate section of this prospectus/

$5.0$ DATA QUALITY

The historical production figures for mines located within the project tenements have generally been derived from published data produced by the various government departments responsible for managing the mineral explaiation and mining activity in each state or have been referenced in reports by previous exploters. GA is satisfied that the mineral production figures, as stated in this report, are a reasonable refléction of the likely magnitude of the actual production although because of the era in which previous mining took place it is likely that in many cases the production figures may be understated.

In the preparation of this report GA has not undertaken a detailed audit of the geological database held by lcon for completeness or accuracy. The prior exploration, and particularly/the drilling data, represents valuable information to guide future exploration and provides a realistic overview of edch profect for the purposes of this prospectivs, but is generally not adequate to be included in a database for use in tuture resource/determinations.

The data quality on which the near surface zinc resource within the Professor is based, is dealt with sedarately under that project heading.

Open file Reports

The prior exploration on each of the project creas was undertaken by a variety of exploration companies during the beriodi between the mid 1960s and the late 1990s as is detailed separately under each project review. GA's ability to validate and comment on the quality of the prior exploration undertaken is limited by the level of detail in the reports available for review.

Nevertheless the previous geological investigations generally appear to have been undertaken to contemporary industry standards, atthough because of the era in which some of the exploration was undertaken and the divertity of targets sought by the various prior explorers, there may be some deficiencies in the available database. In some cases the quality of open fite reports and maps available for download from the relevant government department websites were of poor quality and partially lilegible. Any specific issues pertifient to individiyal projects are discussed in the project reviews.

Assaying

Assaying has been underlaken by a variety of Australian commercial analytical laboratories and as such is likely to have been undertaken to the appropriate standards at the fime that they were carried out. These laboratories used suitable analytical techniques for the elements determined and adopted appropriate internal quality control procedures. Assaying fechniques and in some cases the preferred sampling medium have evolved and been improved upon over time; consequently different generations of analytical results are not necessarily directly comparable. An example of this is in stream sediment sampling for gold where the comparatively recent development of the Bulk Leach Extractable Gold ("BLEG") technique has resulted in a substantial change in the sample medium collected and the analytical technique used for gold. It is generally accepted that BLEG analytical procedures provide improved gold exploration results.

Drill Hole Sampling and Surveying

Previous open hote, usually reverse ctroulation percussion ("RCP"), and core drilling has been undertaken on some of the prospects within a number of the project areas. Almost no information has been provided in the text of the historical reports on which to assess the appropriateness of the method used to sample the recovered drill hole product. At least some of the core drilling may have utilised small diameter holes. This is often less than satisfactory when exploring for gold because of the resulting small sample size, especially when coarse particulate gold may be present, as is the case in at least some of the project greas. In addition GA has not reviewed detailed drill loas for each of the core holes and consequently the core recovery, which was probably quite variable from interval to inferval is not known.

It is apparent from various plans and sections included in the historical reports that down-hole orientation surveys of the various inclined drill holes were not always undertaken. In the case of short length holes, this is not a particularly significant factor but is far more important with respect to longer holes. Most of the drilling underfaken on the profects to date has been of a reconnaissance nature and therefore accurate surveying of the holes is not a critical aspect. Apart from the Grieves Siding project, discussed in detail below, it is not envisaged that the pre-existing drilling will be used in future resource estimates by loon.

Loading and Sampling

Geological drill loas, where included in the previous exploration reports, are variable in detail. Where core holes were drilled the logs usually contain a moderate amount of detail, but there is only a limited amount of information recorded from the drift chips obtained from non-core holes. The drift sample intervals adopted by the prior explorers at each of the projects are generally recorded on the drill logs or assay sheets.

Specific Gravity/ Bulk Density

There is no evidence that any specific gravity or bulk density determinations were undertaken at any of the project areas. Where drilling is of a reconnaissance nature these measurements are not normally made.

$\mathbb{A}$ $\Omega$ ICON 'S CORPORATE STRUCTURE, PROJECT TENURE AND BUSINESS STRATEGY

A summary of icon's corporate structure and project ownership with respect to the projects covered in this Independent Geologist's Report is shown in the chart below. The reader is directed to other sections in this prospectus with respect to the entity holding the loon projects that are not covered by this report.

Full details with respect to the tenement status, the commercial and other lead arrangements entered into by iconor the Native Title issues that could impact the various projects are presented elsewhere in this prospectus and have not been independently verified by GA. Where GA has become aware of any particular issues and circumstances that might impact on any of the projects these are noted under the individual project sections. Summary tenement details are shown in Table 4 and additional details are provided elsewhere in this prospectus.

11447	MAXIENTENI	DI 13 21. MAJ 19 8888999	E. LIKERALIA Till Climat	Martin Chamb IW)	Kilinii ola ELGARDIALE Komunistin	EARTH MARK ,,,,,,,,,,,,,,
MARANTE
Professor (1977)	EL 47/2004/11/11 ELA 8/2005	3/2/05 (5 yrs) 29/03/06 (5yrs)	23 22.000.000	667 [acaulitig the remaining $33.3\%$	\$236.000 (2 yrs) \$16,500 (2 yrs offer grant).	Zinc. lead
okulu kukomuni ya k
Tara Mana	ELA 2590		æ	Expression and Constitution	\$31,000 / yr	Coold mana manana
Hiawatha	EL 6291.	26/6/04 (2 yrs)	67	$160$ . The set of $160$	\$32,000 / yr	Gold
	to de la provincia de la provincia de la provincia de la provincia de la provincia de la provincia del provinc
Coromba	FL 6387	4/3/05 (2 yrs)	200	166000000000000000000000000000000000000	\$57,000 / yr	Gold
Crow King	EL 6297 an martin an an An	22/9/04 (2 yrs)	56	160000000000000000000000000000000000000	\$29,000 / yr	Gold
Warwick The	FPM 15007	2779705 (2 yrs)	140 200	100 - 100 - 101 - 102 - 103 - 104 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 105 - 1	\$35,000 (yr 1) (1) \$50,000 (yr 2)	Copper, goldu molybdentim
	in manasan masa sa sa sa sa
Elizabeth www Creek	EPM 14589	5/8/05 (5 yrs)	326.	100.	\$25,000 (yr 1) 15,000 (wr.2)	20C faon oxide) ▒▒▒

TABLE 4 - SUMMARY TENEMENT DETAILS FOR THE PROJECTS COVERED IN THIS REPORT

Notes

1. New South Wales and Tasmanian tenements: EL - Exploration Licence; ELA Exploration Licence Application.

2. Queensiand Tenements: EPM - Exploration Permit for Minerals.

3. Periods of Grant: Tasmania - 5 year terms; New South Wales - 2 years and Queensiand - 2 to 5 years.

At the time this report was completed, all the tenements in Table 4 above were granted, with the exception of ELA 2509 (Tara Project) in New South Wales which is an applications. Icon, either directly or through its subsidiaries, holds a 66.7% interest in the Professor Project tenements (and is currently acquiring the remaining 33.3% and 100% interest in the other projects covered in this report. The statutory expenditure commitments shown for each tenement in Table 4 above is the minimum exploration expenditure required by the various State Governments and GA is satisfied that the planned programs and budgets as discussed under each of the project headings are adequate to satisfy expenditure obligations on each of the project greas.

Icon's business and exploration strategy is to spend funds raised through the current prospectus to efficiently explore each of the project areas using innovative exploration techniques and where justified, advance targets to drill testina. The company intends to pursue a philosophy of actively turning over projects by rapidly exploring projects and systematically ranking targets. Those projects that do not measure up to expectations will be either farmed out or relinquished. The principal target commodity is gold although the company will also pursue other commodities where suitable projects become available and intends to implement a balance between sole risk exploration and joint venturing projects.

The company intends to maintain an active strategy of acquiring additional prospective projects with the objective of concentrating efforts and expenditure on the early discovery of significant resources with the potential for viable development. Where exploration leads to the discovery of resources with the potential for viable exploitation the company will then determine whether this will be developed internally by Icon or farmed out to another party. It is loon's intention that, in the event of a decision to farm out a project, negotiated ferms would include Icon retaining a significant free carried interest or a royalty in the project concerned.

$7.0$ ICON'S EASTERN AUSTRALIAN PROJECTS

$7.1$ TASMANIAN PROJECTS

General

Icon has a 66.7% interest (and has an agreement to acquire the remaining 33.3%) in South Eastern Resources Limited ("SER") the tenement holder of the Professor project in southwestern Tasmania. In GA's opinion this is the most advanced project in Icon's portfolio. A resource estimate, on the near surface black pug-hosted zinc mineralisation at the Grieves Siding prospect, has recently been completed by an SER commissioned resource consultant and Zinifex is currently undertaking metallurgical testwork on bulk samples of the zinc mineralisation as part of an option agreement with Icon. In the event that this option is exercised it could result in early cash flow to icon. It is intended that negotiations with Zinifex will be undertaken that may lead to an overall exploration joint venture on the Professor Proiect.

Regional Geological Setting and Mineralisation

Western Tasmania is a recognised major mineral province containing a diverse range of deposit styles including; large and medium sized volcanogenic massive sulphide deposits (e.g. Mt Lyell, Rosebery and Hellyer) skarn-hosted tin deposits (e.g. Renison Bell), structurally controlled gold deposits (e.g. Henly), magnetite iron ore deposits (e.g. Savage River), carbonate hosted zinc, lead, silver deposits (e.g. Oceana, Grieves) and nickel sulphide deposits (e.g. Avebury). The volcanogenic massive sulphide deposits are associated with the regionally extensive Cambrian Mt Read Volcanics which underlie the Ordovician Mf Gordon Limestone which hasts the Oceana and Grieves carbonate hosted zinc mineralisation.

7.1.1 PROFESSOR PROJECT

Location, Access and Topography

This project, consisting of two contiguous Exploration Licences (ELs 47/2004 and 8/2005), fotals 45 sq km and is located approximately 10 km south of the regional town of Zeehan in southwestern Tasmania. Access to the area is via the Zeehan to Strahan sealed highway which passes through the project area. A number of variable quality unsealed tracks provide access within the area.

The Grieves Siding zinc deposit is located within marshy button grass flats developed over the deeply weathered host carbonate units and these are flanked by low ridges of resistant sandstones and quartzites.

Option Agreement with Zinifex

The option agreement between SER and Zinifex (which expires on 30 September 2006) provides the latter company with an option to undertake a program of testwork on the Grieves Siding near surface resource within the Professor Project area. Under the terms of the option agreement Zinifex has paid SER \$22,000 cash and has agreed to spend a minimum of \$120,000 on exploration of the project tenements within the option period. In the event that Zinifex exercises the option:

• SER will transfer the mining rights in respect of the project tenements to Zinifex.
• Zinifex will have the right to mine and remove untreated ore from the project teneraents and will pay SER \$4.40/tonne of untreated ore removed.
• Zinitex will remove a minimum of 12,500 tonnes of untreated ore in each 3 month period from the commencement of mining operations or make an advance payment for the minimum tonnator this payment to be credited against future payment obligations where ore removed exceeds that reduired for a 3 month period.
• Zinitex cannot remove more than 500,000 tonnes of untreated ore without further/negotiations with SER. After removal of a minimum of 500.000 tonnes of untreated ore. Zinitex may earn an eauty interest in the tenements under a separate Exploration Agreement. Zinitex has the right to explore the project tenements during both the option period and during the period in which the minimum to mage of 500,000 tonnes of untreated ore is mined.

A more complete description of the agreement is provided in the Independent Solicitor's Report, elsewhere in this prospectus. The initial festwork currently being undertaken by Zinifex is designed to determine whether the Grieves/ Siding black pug-hosted resource is suitable as a low-grade supplemental feed for the Rosebery treatment plant. It is understood that Zinifex's main interest in this resource is as a biending material/to maintain/an optimal head grade through the Rosebery treatment plant.

Mining and Exploration History

Prior to 1989 exploration over the project area was undertaken by Amoco Minerals Australia Company ("Amodo"). partly in joint venture with Electrolytic Zinc Company of Australia Limifed ("EZ") seeking large zinc-lead deposits hosted in carbonate-rich rocks. The work undertaken included a variety of electrical and maanetic aeophysical surveys as well as regional soil sampling and geological mapping. Prospects identified were subjected to closes spaced soil sampling, costean sampling and some percussion drilling.

Between 1992 and 1997 Allegiance Mining NL ("Allegiance") in idint venture with CRA Exploration Pty Limited, now known as Rio Tinto Exploration Pty Limited ("Rio"), explored the current project area. The work focussed on dioser spaced drill testing of the previously identified prospects with most work concent) ated on the Grieves Siding prospect. At least 387 aircore holes and 36 diamond core holes were drilled within the project area by Allegiance (Rio, This group also completed a helicopter-borne magnetic survey, inineralogical studies, limited metallurgical testwork, a preliminary resource estimate of the zinc mineralisation at Grieves Siding, and completed a conceptual development study. A near surface clay hosted sphalerite deposit was defined at Grieves Siding and zine mineralisation, predominantly as zinc carbonate minerals with subordinate sphalerite hosted in limestones, was intersected at depth in a number of the diamond drill holes. A number of other prospect areas were also identified within the project tenements.

Between 2001 and 2002 the area was explored for carbonate hosted zinc infrieralisation by Noranda Padific Pty Ltd ("Noranda"). The work undertaken included the compilation of previous data, reprocessing of the available geophysical data, geological mapping and three diamond core holes were drilled at the King Billy, Professor Range and Grieves prospects with disappointing results.

Project Area Geology and Mineralisation

The Ordovician Gordon Limestone is the main prospective formation with respect to carbonate-rich sediment hosted zinc mineralisation within the project area. This unit is conformably underlain by the Moina Sandstone, also of Ordovician age, and conformably overlain by the Silurian Crotty Quartzite. As shown on Figure 2 regionally the Moina Sandstone is undertain by Cambrian Sediments and the Crotty Quartzite is overtain by slightly younger Silurian metasediments. The sequence has been folded into a series of northwesterly trending anticlines and synclines.

Zinc, with some associated lead, mineralisation within the basal portion of the Gordon Creek Limestone is considered to be similar to "Irish-style" deposits which typically consist of zinc-lead sulphide mineralisation hosted in carbonate-rich units. In these types of deposits the mineralisation is believed to have been deposited by hydrothermal fluids derived from an underlying igneous source. In the case of the Professor Project area, it is speculated that the source for the mineralising hydrothermal fluids was probably the Cambrian Mt Read Volcanics. The main area of zinc mineralisation located to date within the project area, is at the Grieves Siding prospect which is described in more detail below. A number of other zinc prospects have also been identified within the project tenements.

Figure 2 Professor Project Geology

THE GRIEVES SIDING PROSPECT

Geology and Mineralisation

This prospect is located on the eastern limb, but close to the nose, of a northwest plunging syncline near the basal contact of the Ordovician units. The prospect has been disrupted by several west northwest trending faults (Figure 3d) the largest of which, the Grieves Fault, is interpreted by Newnham (1998) to be a normal fault dipping 450 to the southwest.

The majority of the zinc mineralisation at Grieves Sidina, which has been defined over a strike lenath of 700 to 800m, occurs within the basal 50m of the Gordon Limestone which dips at 45⁰ to the northwest. Near surface, the limestone has been weathered to a dark grey horizon locally known as "black pug", which due to a varying weathering profile ranges from between 5 and 22 metres in thickness. The base of the black pua unit is often indistinct. The black pua horizon is overlain by between 0.5 and 5.0 metres of Quatemary aravels and sediments as shown on schematically on Figure 3b. Two quite separate styles of zinc mineralisation have been recognised consisting of a zinc suiphide-dominant mineralisation within a near surface horizontal black pug layer and deeper zinc carbonate-dominant mineralisation hosted by deeply weathered limestone. The origin of the two styles of mineralisation remains uncertain however it is feasible that both were formed by differing weathering conditions of original zinc sulphide (spifalerite) mineralisation within the Gordon Limestone.

The deeper zinc carbonate-dominant mineralisation (Figure 3c) was possibly formed by the alteration and oxidation. of original sphalerite and two separate sub-categories were recognised by Rio; a siderite zone in which about 30% of the zinc occurs as sphalerite, about 58% occurs in siderite and the remainder occurs in clays and a stratabound clay zone in which about 35% of the zinc occurs as sphalerite with the remainder occurring in clays.

The near surface black pug mineralisation, representing the current resource, formed close to the surface where intense weathering and alteration by acidic waters of the Gordon Limestoyle resulted in the formation of the block, pug horizon accompanied by the re-precipitation of sphalerite often accompanied by pyrite. Rio estimated triat about 92% of the zinc occurs as sphalerite while the remainder occurs within siderite (~\$%) of in clays (~2%).

Near Surface Black Pug Hosted Resource

SER's resource consultant, Ms Tracie Burrows, recently constructed a digital database of the available open file prior exploration on the Grieves Siding prospect which was utilised to conspiete of resource estimate for the near surface black pug-hosted deposit. The data included diamond drilling, airdore drilling and soil sompling data which was consolidated into a Microsoft Access database. Relevant information with respect to the quality of the database in the current resource estimate (Burrows 2005), largely extracted from a comprehensive report prepared by Rio, is summarised below. The Rio report also included Amoco/EZ exploration results

Database and Data Quality

• Surveying Due to the folding of the Gordon Limestone, four separately oriented grids have been employed. Consequently the hole locations have been converted from local grid to AMG co-ordinates. Collar locations and RLs of Rio holes and any earlier holes located were surveyed by theodoilte. Not all holes in the database however have been surveyed and in GA's opinion this should be undertaken by SER. As most of the grid pegs are still in position, this should be achievable.
• Drill spacing The aircore hole spacing ranged from 3m to 10m along lines 50m apart.
• Sampling interval and sample size The average sample intervaliwas 2nt and samples varied from 1 to 2kg.
• Analyses Undertaken by Analabs in Burnie using Atomic Absorption Spectrometry ("AAS") to assay for Ag. Cu, Pb, Zn, Fe and Mn. Samples with zinc values above the range for this analytical method were re-assayed and samples containing more than 1% In were analysed for sulphur.

Penne Se

Grieves Siding - Inferred Resource for the Near Surface Black Pug Zinc Deposit

• Analytical validation there is no indication that assay standards or company selected duplicate samples were used and no check analyses appear to have been undertaken. White in GA's opinion there is no reason to doubt the assay database on which the resource is based, the lack of appropriate analytical validation procedures is an area of concern. Some check analyses and/or re-drilling of a number of selected holes is warranted to validate the historical data.
• Bulk Density Determinations subsequent to Burrows' resource estimate five bulk density determinations have been made by Zinifex as part of their metallurgical assessment of the black pug-hosted sphalerite resource and this represents the only bulk density data for this material. In GA's opinion the low number of determinations is a major deficiency in the database.

Resource Estimate

The recently completed resource estimate, using Datamine software, (Burrows 2006) resulted in an Inferred Resource of 409,000 dry tonnes averaging 3.9% Zn, 0.3% Pb and 1.8g/t Ag. This deposit, which is about 700m long, 30m to 50m wide, between 4m and 20m thick, is covered by a thin veneer of gravel and peat. The parameters used to estimate the resource are summarised in Table 5 below.

	8137.VII.	E COMMENT
1020 : 1030 : 1	1% inc	Used to outline the resource boundaries on cross sections 50m apart.
DE VERSTELLER	Subdivided into 4 domains www. (Figure 3a and 3a) — Million Maria Maria	Defined on the basis of the Gleves Fault and three other northelly dipping faults.
2003 - Samuel Barbon, maria politik e	Northern and southern blocks extended 25m north and south 25m of last section.	Katakakaka kale kale kale ka
BEOCK SIZE AND ARRIVE AND SECURITY	Tom (nottheast) by Tom isouthwest) by 2m (verticul) Communistration
alas kalendin Kuiskistot	Nearest Neighbour Method	See Glossary for definition
NEARCHE NEARCH	38m (along strike) and if on across strike
Kong Militir (Katalon 256 M. S. 256 M. 256 M. 256 M. 257	Assigned the mean grade of the domain in which it occurs.	Due to the sparse data compared with the block size numerous blocks had no interpolated grade.
BLOCKS ATTEL BASE OF THE RESOURCE	intercepts of mineralised weathered limestone below the black pug were used to establish the block grades at the pate of the clay zone.	utilised when there was no closer. intersection within the clay horizon.
383830Hz3357328A	Burrows assumed 1.7 formes/cubic metre.	Based the bulk density of dry pulverised clay,

TABLE 5 - BLACK PUG HOSTED ZINC DEPOSIT - MINERAL RESOURCE ESTIMATION PARAMETERS

Comment on the Current Resource Estimate and Categorisation

In GA's opinion the recent construction of a digital database of the historical drilling information for the near surface black pug-hosted zinc deposit has been undertaken thoroughly and carefully by SER's resource consultant. Nevertheless in GA's opinion the database itself is deficient in a number of aspects which impact on the reliability of the resultant resource and the resource category. In particular the following aspects need to be addressed by SER, or their current joint venture partner Zinifex, so that a more reliable estimate can be developed and the resource can be converted into Indicated and/or Measured categories:

• Zinifex has recently undertaken five bulk density determinations as part of their metallurgical test work (see below); these measurements were not available at the time of Burrows' resource estimate. GA has updated Burrows' resource estimate by initially converting it to a resource volume of 240,600 cubic metres and then applying the average of the five bulk density measurements obtained by Zinifex (as shown on Table 6 below) of 1.4 tonnes per cubic metre. This results in a revised tonnage estimate of 337,000 tonnes (rounded to the nearest 1,000 tonnes) for the near surface black pua-hosted sphalerite resource. Additional bulk density measurements will be required for future resource estimates.
• Validation of the existing assay database by check assaying a suite of existing samples (if available) or by drilling some fwin holes.
• Complete the survey pick-up of all available drill hole collars within the near surface clay resource.
• The current 50m spacing between lines is too wide and intermediate lines should be drilled with holes at 10m intervals along the lines.
• A more appropriate aeostatistical interpolation methodology should be adopted once additional assay data has been obtained by in-fill drilling. The utilisation of nearest neighbour grade interpolation methodology is considered less than optimum for a formal resource estimate and appears to be a function of the comparatively sparse database of grade information.

In GA's view the recent estimate has a number of shortcominas with respect to the database on which it has been based. Nevertheless provided the revised fonnage estimate of 337,000 tonnes is used for the current fonnage estimate GA believes at this early stage of evaluation it is still reasonable, under the current JORC code, to allocate it to the Inferred category.

The near surface black pug-hosted resource is small and low grade and would not support a stand alone operation requiring the construction of a treatment facility. If Zinifex's current evaluation program fails to confirm that the material is suitable for treatment at their Rosebery plant either an alternative treatment procedure will need to be identified and/or additional resources would need to be developed, either as extensions to the existing deposit and/or the discovery of additional deposits, to support a stand alone operation. Zinifex is currently continuing with testwork to determine whether a concentrate can be produced that would be suitable for processing through their Risdon smelter.

METALLURGICAL TESTWORK

Previous Testwork

Only limited metallurgical testwork has been undertaken on three samples of the near surface mineralised black pugmaterial with disappointing flotation recoveries of between 20% and 30% for zinc. The samples used for this testwork were taken from degraded core (due to oxidation in the core trays) that had been stored for a considerable period of time. The laboratory undertaking the testwork speculated that the poor results were possibly due to the poor quality samples available and in particular to the oxidation and tamishing of the sphalerite.

Recent Zinifex Testwork

In January 2006 Zinifex excavated five bulk sample pits, three collected in the south block and two in the north block. of the Grieves Siding resource (Figure 3a). Samples collected from each pit included; a 20 to 30kg bulk sample, a 3 to 5kg assay sample and a 2 litre sample of the pore liquid draining from the sampled material.

Zinitex noted that rather than the sample consisting of clay as was expected, it appeared more like weathered limestone with relict bedding textures still evident. Subsequent microscopic examination indicated that the material largely consisted of dark amorphous organic matter. The sample sites were chosen on the basis of the earlier aircore assay results obtained by Rio Tinto which are shown on Table 6 below which also includes the Zinifex assay results and bulk density determinations.

		ING ARGON ASSAY NGUNG DINING SASAY NGUNG
		anan sa a ta	A KIAWA SHIR		s szekin hadi kelentő a hasilitá
	932	$0.23$ $2.84$ $1.023$		$0.06$ $31.77$		$\sqrt{22}$
		$183.53$ $183$ $183.53$			-372
		$\frac{3}{281}$ $\frac{22}{22}$ $\frac{175}{25}$ 1007	-2.69	36.AS ROUGHOU	10.3 4.14	$-\epsilon$ $\sqrt{2}$
77 S. J. A. T	$\sqrt{46}$		498	1/3	ಾಳು ---------------------------------------

Note: The actual pit locations may be up to 10m from the earlier air care holes.

At the time of the completion of this report, results of the flotation and gravity tests for the pit 181 sample were available although a final report by Zinitex had not been completed. Essentially the test undertaken resulted in a low flotation recovery of 54.7% into a concentrate averaging 27.6% In. The lead recovery was extremely poor. There was very poor correlation between the earlier Rio aircore sample assays and the Zinitex assays which highlights the necessity to undertake additional drilling along in fill drill lines. The gravity testwork resulted in very low recoveries of sphalerite. Zinifex are continuing with additional testwork to determine whether a sulphide concentrate suitable for processing through their Risdon smelter can be produced.

Unless further testwork obtains substantially better results, it is GA's opinion that Zinifex will not elect to mine the near surface black pug resource and their continuation in an arrangement with SER, beyond their commitment to spend \$120,000 by 30 September 2006 is being discussed.

Other Prospects

Numerous other zinc prospects or anomalies (see Figure 2) have been identified (mainly by Rio and Noranda) in five separate stratigraphic or structural positions within the Gordon Limestone as summarised below:

• Stratabound mineralisation at the lower contact of the Gordon Limestone and the Moina Sandstone. Mineralisation at Grieves and Professor Range fall within this category.
• Stratabound mineralisation at the upper contact of the Gordon Limestone and the Crotty Quartzite. Some mineralisation at Grieves, Professor Range and Firewood Siding fall within this category.
• Stratabound mineralisation within a sub-unit in the middle of the Gordon Limestone. Only some of the Grieves prospect mineralisation was considered by Rio to have zinc mineralisation in this position
• Structurally controlled discordant mineralisation. Only the Myrtle prospect was noted as having mineralisation of this type.
• Surficial clay hosted mineralisation and only the Grieves Siding black pug deposit is considered to be of this type.

At this stage only limited historical data has been reviewed with respect to some of the other identified prospects within the project area. Result highlights are summarised on Table 7.

Herman	mune asumadulen	Company Company (CO)
e ma shekar kun WATERWARD Manazar ale temp digere van die die die die voor Manasaya	1.8m at 6% Zn; 0.8m at 17.5% Zn and 1.49% Pb; 9m at 7.3% Zn and 0.95% Pb.	Middle sub-unit of the Gordon Limestone. From depths of less than 20m below surface,
MARITRA STAGE ABOUT 3.6KM NORTH OF CRIEVES SIEING. Tanzania (h. 1878).	36m of 4.31% In and 9m of 7.86% In in aircore: 3.0m at 6.7% In (from 24m down hole) and 6.0m at 4.3% In and 2.9% Pb (from 56.4m down hote) in diamond core. Results are from the Main (edstern) zone. The main and the the contract of the contract of	Three zones of zinc mineralisation interpreted at a slightly higher stratigraphic level than the Grieves weathered limestone mineralisation. Noranda had previously estimated a resource for this deposit however as this resourcle does not conform with the JORC code it is not quoted here.
mana a zanasiva Mangalan ma 300 M	Best clamond drill hole intercept of 2.5m at 3% Zn and 4% Pb from an unknown depth,	Upper contact of the Gordon l'imestone.
SINAYA YA BUKILI M - ABOUT AKM WEST NORTHWEST OF GRIEVES SHOTNET	Best directe result of 22m at 1.46% In and 0.5%. Pb (from 12m down hole); best diamond core hole result of 10m at 0.38% In and 0.11% Pb == (from 36m down hole). The committee of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the con	Two zones of zinc mineralisation at the upper contact of the Gordon. timestone. The prospect is associated with a gravity anomaly. The state
TIMA ANG MANGAN dan mentena 1910. ISBN 979 inacija (	Over 1,3km long and 100m wide northwest trending geochemical anomaly. Best aircore result of 2% In and 2.6% Pb. Visible lead and zinc sulphides in a diamond hole (not assayed).	Historical workings on the upper Gordon Limestone contact.
KING BILLY - 6.2 KM NORTHEAMIOR CRIEVES SIDING.	80m thick gently dipping zone of anomalous zinc (up to 2.6% In defined by dircore drilling. Best diamond core result results were 1.5m at 11 0.6% In and a separate 1.5m interval with 1.26% Polassaciated with a twatchermal breactal	Small historical warkings on the lower Gordon Limestone contact. A magnetic anomaly, possibly associated with siderite atteration is Dresent Communications

TABLE 7 - HIGHLIGHTS FROM PREVIOUS EXPLORATION ON THE OTHER PROSPECTS

Follow-up work, including drill testing of the King Billy, Myrtle, Baura and Firewood Siding prospects, although recommended by Noranda's technical staff, was not undertaken. Clearly these areas represent attractive immediate targets for further work by SER. The other prospects shown on Figure 2 represent areas of historical workings recorded by Mineral Resources Tasmania. No data is available with respect to these prospects.

Exploration Potential Indicated from Prior Exploration

The Grieves Siding prospect is considered to have potential for the discovery of additional resources as follows:

BLACK PUG RESOURCE

• The North Block remains open to the northeast but appears to have been closed off $\alpha$ southwest of the South Block.
• There are a number of significant zinc values in the existing wide-spaced drilling immediately $\circ$ below the currently interpreted basal resource boundary. Consequently there is scope that in-fill drilling could lower this boundary thereby increasing this resource.

MINERALISATION WITHIN THE DEEPER WEATHERED LIMESTONE

Significant zinc grades have been obtained in deeper drilling below the black $\triangle$ pug-hosted resource and in-fill drilling may enable resources to be outlined within this material. The metallurgical characteristics of this deeper mineralisation are unknown. although some of the zinc mineralisation occurs as sphalerite the majority occurs within siderite which may be difficult to treat effectively.

Results from prior exploration on a number of the other prospects within the project tenements suggest a number have potential for suphide and/or oxide zinc + lead mineralisation within the Gordon Limestone. In particular the South Grieves, King Billy, Professor Range, Firewood Siding and Baura prospects appear to warrant further exploration for stratabound mineralisation while the Myrtle prospect requires follow-up for mineralisation localised in structural zones. In a broader regional sense, a number of the previously defined geochemical anomalies have been only bartially explored by mare detailed follow-up and further work within these areas may well define additional areas of mineralisation.

Exploration Program and Budget

The exploration programs and budgets summarised below have been largely developed by Icon on behalf of SER. The work program and expenditure required to evaluate the near surface resource at Griéves Siding has beek designed by and is being managed and funded by Zinifex as part of their option dareer fent with SER.

The current status and results from the work to date with respect to Zinifex's program at Grieves Siding is presented above.

in the event that an exploration joint venture agreement covering the entire/project area is consummated with Zinifex, they will probably fund and manage the exploration. In this event the propaled work programs as detailed below may undergo some modification. At this stage GA can only comment on the work programs and expenditures proposed by SER which, after reviewing the summary information provided by \$ER, are considered appropriate for the initial two year period of exploration.

YEAR 1 - Estimated Expenditure \$0.12M (Zinifex's Option Expenditure)

• Zinitex option agreement program includes:
• evaluation of the near surface mineralised black pug clay/hosted/resource at Grieves $\curvearrowleft$ Siding (underway and funded by Zinifex)
• Induced Polarisation (IP) surveys over deep sphalerite targets at Grieves Siding

YEAR 2 - Estimated Expenditure \$0.30M

• Three dimensional IP surveys over all prospective portions of the teneratent using a 200m line spacing
• Drill testing of IP anomalies
• Bulk sampling and metallurgical testing of zinc oxide mineralisation if justified

Environmental Considerations

The main Zeehan to Strahan sealed road passes through EL 47/2004 and the Grieves Sidina. Baura and Rose Prospects are clearly visible from this road. Any mining operation will need to take this issue into consideration and some form of visual screening may be required. The Grieves Siding prospect, as well as other portions of the project area, is located within environmentally sensitive marshy button arass vallelys and the impact of exploration and mining activities will need to be carefully monitored to minimise their impact on the environment. It is likely that strict water management and rehabilitation requirements will be imposed by the Department of Infrastructure/Energy and Resources in the event of a mining operation.

$7.2$ CENTRAL NEW SOUTH WALES PROJECTS GENERAL

Icon holds two early phase exploration projects, Filawatha and Tara in central NSW as shown on Table 8 below. While both projects are considered by (con to be prospective for intrusion related gold mineralisation, Tara also has potential for base metal (tin, copper, zinc and lead) deposits. Icon has yet to undertake any field programs on the projects.

TABLE 8 - CENTRAL NEW SOUTH WALES PROJECTS

MA 懸
PARTIES committed the com- SECTION OF STREET THE RESIDENCE OF THE PARTY OF
æ. JI KOOTANA YA

Many types of metal deposits are genetically associated with igneous intrusions; however the comparatively newly recognised intrusion-related gold deposit model, on which the acquisition of these two projects was based, refers to a particular style of deposit which is not particularly well understood and difficult to recognise. The host granitic intrusions in this style of deposit do however have a number of specific chemical and petrological characteristics that can be used to identify the appropriate geological settinas for intrusive related gold deposits. The deposits that fall within this category, of which Kidston in North Queensland and Timbarra in northeastern New South Wales are considered examples, have a variety of styles depending on the host rock, the proximity to the granitic intrusion and the depth of emplacement of the intrusion. Analysis for a specific suite of elements in conjunction with petrological examination of the intrusive suite can be used to determine whether a specific area has the broad characteristics conducive to hosting infrusive related gold deposits.

Hiawatha and Tara lie within the Lachlan Fold Belt ("LFB") of eastern NSW. It extends from Lithaow in the east to Cobar in the west and from Bourke in NSW south into Victoria. The LFB is a geologically complex zone formed over a long, tectonically active, period from the Ordovician through to the Permian and it contains many significant mineral deposits in a variety of aeclogical settings. The major deposits include copper-gold porphyry deposits of Cadig. Northparkes and Cowal in Ordovician age andesitic volcanic complexes, the massive base metal sulphide deposits of Woodlawn and Captains Fiat in Silurian felsic volcanics and the gold and base metal deposits of the Cobar Basin.

During the past decade the Geological Survey of New South Wales ("GSNSW") have commission high quality geromagnetic surveys over much of NSW including most areas of the LFB. This data has lead to a clearer understanding of the structure and evolution of the LFB, particularly where the Palaeozoic basement rocks are covered by younger sequences.

The Hiawatha project area is located in a zone of Ordovician sediments and Silurian granites and granodiorites. The regionally extensive northwest to northerly trending Gilmore Fault Zone, a major regional structure separating the sediments and granites from the Ordovician andesitic volcanics, is postulated to occur east of the Hiawatha project.

The Tara project fies 120km west of Hiawatha and to the west of a major structure (Bootheragandra Fault) that separates tectonic zones within the LFB. The project area has no outcrop as it is covered by varying thicknesses of Cainozoic sediments however drilling has encountered a sequence of deep water sediments of Ordovician age below the younger units. A splay from the Boothergandra Fault appears to pass through the Tara project.

7.2.1 HIAWATHA PROJECT

Location, Access and Topography

The Hiawatha project, consisting of EL6291 totalling about 70 sq km and covering the historic Hiawatha Gold District, is located about 10km north of the fown of West Wyalong NSW and about 480km west of Sydney. Access is via the sealed West Wyalong to Ungarie road and the West Wyalong to Burcher road. Local unsealed roads and tracks provide additional access within the tenement. The area is generally flat and used for crop farming except for the Blawatha State Forest which covers about eight square kilometres.

Mining and Exploration History

There are 16 known small old gold workings (deepest workings about 37m) within the project area with recorded production, mainly from around 1898, totalling about 6200 grams (200 ounces) of gold. The production from individual mines ranged from 47 grams (1.5 ounces) from the Early Morn Mine to 1,597 grams (51.3 oz) from the Prospectors Mine. Exploration has been undertaken by several companies including BP Minerals Australia ("BP"), Endeavour Minerals Pty Ltd ("Endeavour") and Delta Gold NL with 14 Origin Australia NL ("TOAD" joint venture).

BP identified a discreet aeromagnetic anomaly west of the Hiawatha aoid workings possibly representing either an alteration zone or possibly a breacia pipe. The company undertook a five traverse ground magnetic survey fo pinpoint the aeromagnetic anomaly and collected 50 rock chip and float samples in the vicinity of the magnetic anomaly and around the old gold workings. Samples were analysed for a total of thirty two elements and six samples contained anomalous gold. These were all located around the old workings; the highest/values being 10.2g/t Au, 3.78g/f Au and 1.92g/f Au. The autiferous samples in general had the highest base metal values. BP did not consider the auriferous quartz veins a viable exploration farget because of their limited size and/abandoned the project.

The subsequent Endeavour program included soil sampling on nine east-west lines across the Hiawatha gold field and one across the magnetic anomaly identified by BP using a sampling interval of either 25m or 50m along the lines. Results from only five of the lines were reported. Anomalous aold and arsenic results coincided with the old workings on tines 1, 2 and 3 but were thought to be caused by contamination. Ground magnetic, radiometric and VLF-EM surveys were completed on Lines 3 to 10 and in general weak EM anomalies concided with the higher gold values.

The TOAD joint venture initially held a large exploration licence surrounding the Endeavour licence and subsequently acquired the Endeavour area after it abandoned its tenement. The joint venture completed an induced polarisation ("IP") survey over an area of 600m by 1000m centred on the old gold workings and three reverse circulation percussion ("RCP") holes drilled at 60 degrees to the east were collared on the basis of the IP results. In addition two rolary air blast ("RAB") holes were drilled on the western boundary of the Hiawatha project area. No significant raineralisation was encountered.

Project Geology and Mineralisation

The project area covers Silurian granodiorite (Figure 4a) and a number of spicy faults thought to emariate/from the Glimore Fault Zone may pass through the project area and provide conduits for mineralisation.

The known gold deposits occur as small north dipping autiferous guartz reéfs, confaining/minor galena, hosted in the Wyalong Granodiorite. The main reef, the Coronation Reef, is about 2km/long and between 0.75m and 2m wide. A further seven reefs are known but only average 0.2m wide and have shorter strike lengths.

AGSO (now Geoscience Australia) completed a high resolution detailed aeronaagnetic survey over the tenement area in 1998 and loon considers that the magnetic high in the west of the project area (Figure 4b) and the focus of the 8P program may represent a hornfels rim to a later non-magnetic intrusion. Additional weak magnetic highs are present to the east of the old workings which may also form part of a hamfels rim. An alternate interpretation of the magnetics is that the magnetic anomalies are caused by compositional variations within the granodiorite.

Exploration Potential Indicated from Prior Exploration

The Hiawatha area contains a number of small, generally east-west trending, gold veins hosted within a granod orife. Exploration for larger gold deposits has been undertaken by three groups with generally disappointing results. High gold values have been obtained in quartz veins and anomalous gold and assenid values have been obtained in soil samples but not followed up.

Exploration by previous explorers did not specifically target the potential for granitoid-related gold deposits occurring in the area and consequently did not investigate magnetic lows, which could be caused by attention, as part of their exploration programs. The available analytical results are largely limited to the quartz reefs and apart from gold usually anly arsenic, copper and lead were determined. Where elements such as bismuth, antimony, and tin (which are useful indicators to intrusion-related deposits) were determined they were not present in anomalous amounts. Nevertheless the intrusion has not been comprehensively sampled by previous explorers and additional bedrock sampling is required to adequately assess the projects prospectivity for intrusion-related deposits.

It seems that past explorers have failed to appreciate the orientation of the known gold veins resulting in exploration along eastwest lines (i.e. parallel to the vein trend) rather a more appropriate north-south orientation. While the auriferous auariz veins may not be the primary exploration target for loon at this stage some limited additional drill testing using a north-south orientation for the holes may be justified.

Exploration Program and Budget

The two year program and budget summarised below has been prepared by icon and has been reviewed by GA in the context of the previous work undertaken and the targets identified that warrant further evaluation.

YEAR 1 - Estimated Expenditure \$0.15M

• IP surveys in the area of known workings
• RAS or directe drilling to below the base of weathering to profile intrusion geochemistry
• assaying of indicator trace elements and petrological studies to assist in evaluating the validity of the reduced granite mineralisation model for this area
• a notifi-south oriented fence of RCP drill holes across the known vein system
• 3D IP surveys over the geochemical anomalies to locate any sulphide bearing alteration zones.
• deeper RCP and/or core drill testing of any IP or geochemical anomalies

YEAR 2 - Estimated Expenditure \$0.150M

• if justified from the results obtained in Year 1, further RCP or core drill testing as indicated
• in the event of negative results in Year 1 either farm out or relinquish the area

GA considers the proposed year 1 program will adequately test the area's potential for substantial granitoid-related mineralisation.

Figure 4b Hiawatha Anjour Magnetics

Environmental Considerations

Most of EL 6291 covers farm land, with the Hiawatha State Forest in the southeast of the area covering about a quarter of the licence area. Exploration and potentially mining are permitted in State Forests subject to environmental regulations and a suitable compensation agreement. Compensation agreements are required when exploring on private form land.

7.2.2 TARA PROJECT LOCATION

Access and Topography

ELA 2590, the Tara project, covering approximately 65 sq km, is located about 15km east of the town of Hillston, approximately 520km west of Sydney. Access to the area is via the sealed Lachlan Valley Way and local good quality roads. Unsected farm tracks provide additional access within the tenement. The project covers flat plains, mainly cleared for pasture, with minor areas of remnant woodland. There are no significant bedrock outcrops.

Mining and Exploration History

While there are no known historical mines or prospects within the area held, at least two major exploration programs have been undertaken by other companies since 1984. Pan Australia Mining Limited ("Pan Australia") explored the area between 1984 and 1990 and Phelps Dodge Australasia Inc ("Phelps") in joint venture with Platsearch NL, re-evaluated the area between 2000 and 2002 and undertook additional drilling.

At least two aeromagnetic surveys cover the Tara project area; one was undertaken in 1984 on behalf of Pan Australia and one by the GSNSW as part of the Discovery 2000 exploration initiative. As a result of the initial aeromagnetic survey the Tara and Tara South maanetic anomalies were delineated; the larger Tara anomaly has been the focus of much of the subsequent exploration.

Pan Australia conducted an exploration program to investigate the source of the magnetic anomalies. This program included:

• A ground magnetic survey
• An IP survey that defined:
• two zones containing 16 chargeability anomalies from the centre to the eastern end of the Tara magnetic anomaly
• an anomalous chargeability zone running through the Tara South anomaly. $\circ$
• A gravity survey outlined:
• $\circ$ two significant and two lower order anomalies associated with the Tara magnetic anomaly
• one moderate gravity anomaly at the eastern margin of the Tara South magnetic anomaly. $\circ$
• A limited program of auger soil sampling for gold using BLEG analysis was conducted at Tara and Tara-South. The higher gold values fend to coincide with the magnetic anomalies.
• Ten diamond drill holes, nine at Tara and one hole on the eastern fringe of the Tara South anomaly.

Phelps, following reassessment of the Pan Australia program, considered the cause of the Tara magnetic anomaly had not been adequately explained and underlook additional deep drill testing with what were considered disappointing results. The first hole deviated from the target zone; however a follow-up hole reached 709m. A third hole tested a previously un-drilled IP anomaly. Only portions of what were considered the better mineralised sections of the second hole were sampled and analysed and although metal values were anomalous. Phelps did not consider additional work was warranted and the area was relinquished.

Thirteen diamond core holes have been completed on the project area during the two exploration programs (Figure 5a). Eight of the holes are approximately located on the same north south section through the Tara magnetic anomaly. One hole has been drilled on the fringes of the Tara South anomaly. All holes showed similar mineralisation styles consisting of disseminated pyrite and pyrrhotite and as quartz sulphide veins in altered sediments. In the latter case the sulphides included arsenopyrite, galena, sphalerite and chalcopyrite.

Cassiterite was present in most of the holes. In the oxide zone often ferruginous, possibly gossanous, veins are present. From the available reports it appears that not all mineralised intervals have been assayed and only limited analyses for tin were undertaken. In general most holes have anomalous values for copper, lead, zinc and tin (where analysed). Few holes have significant gold values. Table 9 is a table of the most significant anomalous metal values in drill core analysis. Measurements on core samples commissioned by Phelps demonstrated that the pyrrhotite present preserved strong remanent magnetism that could adequately explain the Tara magnetic anomalies.

TABLE 9 SIGNIFICANT ANOMALOUS DRILL ANALYSES TARA PROSPECT

MARKATANIANA	punang	ews	BRANNING	endario A	anan Matu	endaria Roma	K.	TW	W.
		W.			Service		READER	Room
8332	48	SQ.	20	45	40	85	NA	0.35	Ø.
	156.0	158.0	$20 -$	169	$\gamma$ r,	SSOD	NA 1
	208.0	210.0	20	510	15	4250	ΝA.		1.5
MEXW3	1819	183.2	jilir.	145	Só.	262	9300	2000000000000000000000000000000000000	赐森
	187.2	92.1	49	307	377	6985	2200		ŃÄ
WEISE W	116.6	1176	现在一个时间	4160	174	16800	2850	0.02
	123.6	125.6	20	197	Ú	1925	4175
REACTORY	231.25	231.75	Q,	18000	263	6200	6150	0.04	130
	254.5	255.0	D 6	810	10.	20400	29900		$\mathcal{A}$
	316.0	316.5	ğ g	4850	35000000	7200	19400	OO	$\tilde{z}^{\prime}$
MUSE	391.0	391.5	OB.	610	5	11000	2400	0.01	24,
$\mathbb{R}$ is a set $\mathbb{R}$	654.0	660.0	610 .	INB	$20^{\circ}$	8660	136	0.01	7 - 200
	684.0	690.0	60	237	35	5500	150	0.06	89

Project Area Geology and Mineralisation

Cainozoic sediments of the Murray Darling Basin cover the Palaeozoic basement metasediments within the Tara tenement. The aeromagnetic image (Figure 5b) shows a major regional structure (Boothergandra Fault) to the east of the project and a magnetic lineament, possibly a splay fault, trending northwest through the project area.

$...$ . $...$ 78% (upur fara Assanaly Ä ina idi .
Silano LEOGNO lara Sauthe
Absorada r Gebas i de islas a sidae mész közi tri valles . . . . . . . . . . . . . . . . . . . . Taeà 鎏 an terjaliming. -3 í
Sydney Figure Sa Tara Project Drilling Location Plan ezi se

Figure 5b Tara Project Magnetics

The Tara prospect consists of two magnetic highs within a five to six kilometre diameter magnetic low centred on the magnetic lineament. The Tara magnetic anomaly is about two and half kilometres long and trends east southeast. The 500m diameter fara South anomaly is much smaller and less intense. As there is no outcrop in the Tara prospect area the geology is based on drill hole information and geophysical interpretation.

Rocks intersected during drilling suggest a metamorphosed deep water sedimentary sequence of coarse to fine arained sandstones, greywacke, siltstones and shales. Silicification is variable but occurs in all rock types and can occur as auartz veining.

Disseminated suiphides are common and in some places comprise over 10% of the rock. Pyrrhefile, a madnetic fron sulphide, is amonast the sulphide minerals identified and is probably the major cause of the magnetic anomalies. The style of the mineralisation and metal association present at Tara has some aspects similar to the Mineral Hill gold and base metal deposits, Ardlethan porphyry-tin type deposits and Cobar-style base and precious metal deposits

The mineralisation is thought, by GSNSW, to have been derived from an intrusive body at depth. Although a recent (GSNSW interpretation of aeromagnetic and gravity data concluded that an intrusion lay beneath the project area) no intrusive rocks have been intersected in the drill holes completed to date. This drilling included three long holes with vertical depths between 300m and 600m.

A CSIRO lead isotopic study of mineralisation from the area commissioned by Pan Ausfralia indicated that the lead from Tara had identical isotopic compositions to the massive sulphide deposits/near Cobar and was derived from similar hydrothermal solutions. The lead from the Tara South sample had a different isotopid composition which could either indicate a different style of mineralisation or some subsequent changé since/crystal/isation.

Exploration Potential Indicated from Prior Exploration

Geologically Tara is located in an interesting position. Recent aeromagnetic data has known it to be bloselto $\phi$ regional structure (Bootheragandra Fault) which, recent interpretations by the CSNSW indicate may be of major tectoric importance. The magnetic image (Figure 5b) shows a northwest trending lineament, emanating from the Bootheragandra Fault, trending through the Tara project. The Tara magnetic anomalies are isolated highs in a large magnetic low zone and the lineament may indicate a significant structure which could provide a corodult for mineralising fluids. Drilling to date has encountered widespread low grade/sulphide mineralisation, however hot all existing drill core seems to have been comprehensively sampled and assayed.

The genesis of the mineralisation is an enigma as it has similarities with a number of different styles of deposit. GA believes the project warrants reassessment given that a better understarkding of the region's tectonics is emerging from studies by the GSNSW. This review process should include additional analyses of drill cores where minetalised zones have not previously been sampled or only a limited selection of metals analysed. Only limited analyses for the have been undertaken and many results are highly anomalous. Almost no assays for tinⁱexist in the extensive weathered zone where the sulphides have been oxidised. Cassiterite, an oxide of tin, may have concentrated in this zone.

Although 13 holes have been drilled within the project area all but five are located along the same north-south section. Most of the 2.5km long fara magnetic anomaly has not been driftested and only one hote has been drifted on the fringes of the Tara South anomaly. It is therefore possible the Tara and Tara South anomalies could still represent significant base or precious metal mineralisation that has not been intercepted in the previous drilling.

Icon believes the area has potential for intrusion-related gold deposits and a non-magnetic intrusion may be present between Tara and Tara South anomalies. The anomalies form a pairlial annuls beyond the contact of possible intrusion in this hypothesis. While there is no direct evidence for the presence of an intrusion geophysical inferpretations have concluded that some form of intrusion may exist at depth.

The known mineralisation at Tara contains many of the common pathfinder elements that may indicate this style of deposit. These include copper, arsenic, tin and from limited analyses; tungsten and bismuth. GA believes the evidence for intrusion-related style of mineralisation remains inconclusive and considers at the current level of knowledge, that this is only one of several potential deposit models that may be applicable to the project including Cobar Basin style base and precious metal deposits and the Tasmanian sulphide tin deposits.

Exploration Program and Budget

The two year program and budget summarised below has been prepared by icon and has been reviewed by GA in the context of the previous work undertaken and the targets identified that warrant further evaluation.

YEAR 1 - Estimated Expenditure \$0.15M

• aircore drillina to obtain samples of the possible aranite intrusion
• assaying of indicator trace elements and petrological studies to assist in evaluating the intrusion-related gold mineralisation concept for the Tara area
• infill gircore drilling to obtain basement samples for additional assaving
• assessment of the areas potential for accumulations of alluvial gold
• re-logging and assaying of all previous un-assayed mineralised sections in available previously drilled core

YEAR 2 - Estimated Expenditure \$0.150M

• if justified from the results obtained in Year 1, further drill testing as indicated
• in the event of negative results in Year 1 either farm out or relinquish the area

Icon has outlined a program to test for the concept of an intrusion being present near surface and hosting a gold deposit.

Environmental Considerations

The Tara project area covers open farm land. There are unlikely to be any environmental impediments to the proposed program providing appropriate compensation agreements are negotiated with private land owners.

$7.3$ NORTHEASTERN NEW SOUTH WALES - SOUTHEASTERN QUEENSLAND PROJECTS

General

The three project areas, as shown in Table 10, have broadly similar regional geological settings, as they all occur within the New England Fold Bell ("NEFB") in Eastern Australia.

TABLE 10 - NEW ENGLAND FOLD BELT PROJECTS

AHINI XAVXIII
E4.6297	ംപറ
EL 6387 Contra College (Cold The Copper)
EPM 15007	Copper, molybdenum, gold, silver

From the available historical exploration and mining data, the Coramba and Crow King projects in northeastern New South Wales contain numerous small, structurally controlled, vein hosted gold prospects while the Warwick project has some affinities suggesting potential for larger porphyry-style mineralisation.

Although Icon's chairman Dr Andrew White has had a close involvement with the exploration of the Warwick project area over a number of years, the Coramba and Crow King areas have only recently been acquired by the tenement holders. At the time of GA's report the only work undertaken on the latter two projects has been to acquire and briefly evaluate the available pre-existing geological data. Icon has recently completed an IP and soil sampling program over the Crystal Mount prospect within the Warwick project area.

Regional Geological Setting

The Warwick, Coramba and Crow King Project areas are located within the highly mineralised NEFB, which extends from Newcastle in New South Wales to Townsville in Queensland, as shown on Figure 1. The NEFB is a geologically complex zone formed over a long, tectonically active, period (Devonian to Carboniferous) of crustal development by the accretion of oceanic sediments and volcanics during subduction. Numerous granitoid plutons and associated igneous bodies have intruded the fold belt at various firnes and several phases of major tectonic disruption have resulted in considerable folding and faulting.

The NEFB contains a wide variety of metallic mineral deposits and prospects, which in Queensland, include the Mt Morgan copper-gold deposit west of Rockhampton (historical production of in excess of 7.6 million ounces of gold from 50 million tonnes of ore) and the high grade Gympie gold mine (production to 2001 of over 3.73 million ounces of gold from 4.5 million fonnes of ore). In New South Wales almost 6,000 metalliferous occurrences have been documented in the NEFB and include a wide variety of mineralisation styles with a diversity of metal associations. This includes but is not limited to: granitic hosted gold (e.g. Timbarra); quartz vein hosted gold + antimony (e.g. Hillarove); vein-style copper deposits; avartz vein hosted silver deposits often with associated zinc, lead and fin, aranific and vein-hosted tin, and skarn hosted funasten.

7.3.1 CROW KING PROJECT

Location, Access and Topography

Et 6297 is 62 km mainly by sealed road north northwest of the major regional centre of famworth in northern NSW. Access within the tenement area is by unsealed form tracks of variable quality.

The area is located on the western slopes of the New England tableland and is characterised by moderate relief cattle grazing formland and is dissected by permanent streams.

Mining and Exploration History

The Crow Mountain deposits were sporadically worked on a small scale between discovery in 1868 and 1930. The deposits tend to accur in clusters over a 6.5km northwesterly trending interval just east of a comparatively large serpentinite body localised along or adjacent to the Peel Thrust. The larger historical mines within the Crow Mountain Group include the Eagle-Crow King, Red Flag, Princess, Fiannigan's-Brothers and Dodger-Fietchers, with the last being the richest and most intensely mined. Incomplete historical production figures are shown on Table 11 below.

TABLE 11 - HISTORICAL PRODUCTION OF SOME OF THE CROW MOUNTAIN HISTORICAL PROSPECTS

	WEIGHT BAR (410)	BEALTY LES		haoneien (keesib) Avaateaan kerto
Red Flat	1895	-32	- 14	$-54.4$
Principio	$169 -$	n Mill	-2.62	28.2
Electronic	1877 - 1881	3,700	RANGIC	-51.7
Dodger Aaain	1395 - 1933 1895	289 83.	1313 88	$\Delta$ $\sim$ 1 ାଠ6
Fig Tree	1895.	wa.		$\lambda$ and
Official	1878 1936	408	Symphon	7.6.4

Given the very low production and the high recovered grades obtained GA assumes that supergene enrichment of the abid arades occurred in the near surface environment.

The area covered by EL 6297 has been previously explored by a number of groups including Abignano Ltd ("Abignano") in the 1980s and Probe Resources NL ("Probe") and Alergoid Pty Ltd ("Alergoid") in the mid 1990s. These aroups considered the region prospective for both alluvial and lode gold style deposits as well as volcanogenic base metal mineralisation. Most of the detailed exploration undertaken focussed on evaluatina the potential of the known lode aoid deposits. The most comprehensive exploration was undertaken by Abianano who carried out regional mapping, a variety of geochemical and geophysical surveys at regional and prospect scale and drill testing of specific targets.

The detailed prospect evaluation undertaken by Abianano variously included detailed mappina, costeanina chip sampling and a total of 12 RCP holes and 2 diamond core holes. Prospects on which drilling has been undertaken include the Princess and nearby Red Flag Mine workings (7 RCP hofes), Magnesite Hill (2 RCP and 2 diamond core holes) as well as The Dodger and nearby workings (3 RCP holes). The Princess mine workings were also cleaned out and the auartz reef system, which is associated with a narrow shear zone, was chip sampled.

Detailed soil sampling undertaken over the Dodger prospect outlined a well defined gold, mercury and arsenic geochemical anomaly over a 200 metre strike lenath with the anomaly oben to the north. Subsequent costean sampling, using 1m sampling intervals refurned a number of encouraging results including 3m at 3.1a/f Au, 2m at 3.2g/f Au and 5m at 1.1g/t Au. The overall average grade of the 385 samples collected was 0.25g/t Au. Selected samples of quartz vein material exposed in costeans at the Flemings Reef returned values of between 0.6a/t Au and 15.4a/t Au (Kater 1983).

In all cases the RCP and core drilling generally yielded low gold values. At the Princess and Red Flag areas all results were significantly less than 1g/t Au while at the Magnesite Bill prospect the best result was 6m at 1.1g/t Au from a down hole depth of 22m. At the Dodger prospect several 1m intervals returned values of areater than 1.5a/t. Sampling of the Princess underground workings vielded some significant gold values. Of the 41 samples collected 10 returned values of between ranging from 3.1g/1 Au and 18.6g/1 Au (Brink 1984); the sampling widths were not reported.

Project Area Geology and Mineralisation

The area is underlain by Palaeozoic units of the NEFB which, within EL 6297, consist of a basement sequence of Devonian aged fine grained metamorphosed cherty sediments in the eastern portion of the fenement. These units are separated from Carboniferous fine grained, often calcareous sediments in the western portion of the tenement by the northwest trending Peel Thrust (Figure 6). On some of the ridge crests the Palaeozoic units are unconformably overtain by poorly consolidated Tertiary sediments. Ultramatic intrusives have been emplaced along the Peel Thrust and these units are typically sheared and serpentinised.

The known gold prospects are characterised by quartz-pyrite veins, often with calcite and are usually associated with a series of chert beds immediately east of and sub-parallel to the Peel Thrust. The zone of mineralisation can be traced over a northwesterly strike distance of over 6.5km. The cherty host units, which have previously been described as exhalites interbedded with Woolomin Beds shales and sandstones, are usually stronaly iron stained with occasional gossanous textures derived from the weathering of suiphides. Records with respect to the old mine workings are incomplete however although the production from the individual mines appears to have been very low, the grade of the ore extracted was typically high as shown on Table 11.

Exploration Potential Indicated from Prior Exploration

Gold mineralisation has been defined over a considerable strike distance, along and to the east of the Peel Thrust with only three small areas having been subjected to significant detailed evaluation; including shallow drill testing. The disappointing drill hole results obtained at these three prospects does not necessarily preclude the possibility of significant high grade gold mineralisation occurring elsewhere in the project area.

Figure 6 Crow King Project Geology

During GA's site visit significant zones of silicification and stockworks of thin quartz veintets, accompanied by some disseminated sulphides, were noted adjacent to the more massive, often vuggy, quartz veins on which the historical mining was based. While the previously mined, small high grade veins individually may have potential for modest extensions, in GA's opinion the main target of interest to Icon is the potential to outline broader zones of mineralisation that may occur as halos to the higher grade veins. This style of disseminated mineralisation has the potential to develop into medium tonnage low to medium grade deposits, (say between 1g/1 Au and 4g/t Au) amenable to bulk mining techniques. While this style of mineralisation was not encountered at the three prospects previously drilled it may have developed elsewhere in the licence area and in GA's opinion remains a target for future exploration.

Exploration Program and Budget

The two year program and budget summarised below has been prepared by icon and has been reviewed by GA in the context of the previous work undertaken and the targets identified that warrant further evaluation.

YEAR 1 - Estimated Expenditure \$0.08M

• Locate, geologically map and sample the known historical workings
• Map and undertake composite chip sampling of all areas with associated haloes of alteration, silicification and/or stockwork veining
• Review results of prior exploration to prioritise areas for follow-up exploration
• Undertake grid controlled IP surveys over highest priority prospects
• Selection of drill targets for Year 2.

YEAR 2 - Estimated Expenditure \$0.30M

• Drill test IP and/or rock chip geochemical anomalies
• Assess whether the project area has potential for significant accumulations of alluvial gold and possibly evaluate any areas outlined by appropriate sampling methods.
• Additional in-fill drilling of prospects if justified
• Depending on results, possibly consider farming out or relinquishing the area.

GA considers that the above program is appropriate given the style of mineralisation known to occur within the Crow King project area. Electrical geophysical techniques do not appear to have been utilised by previous explorers and early application of advanced IP and resistivity methods over the more extensive areas of mine workings may generate targets that could be tested by drilling in Year 1, i.e. earlier than is anticipated in the program above. In addition to the work programs proposed by Icon, GA would also recommend that the entire project tenement is subjected to a BLEG stream sediment and pan concentrate sampling program. These techniques do not appear to have been previously utilised and may well delineate additional areas of anomalism warranting follow-up investigation.

Environmental Considerations

The existing artefacts from the earlier mining activity within the Crow King area do not appear to be of a character that would raise any heritage issues. No specific environmental issues were identified during GA's site visit.

732 CORAMBA

Location, Access and Topography

EL 6387, located in northeastern New South Wales, extends west from the suburban outskirts of Coffs Harbour to the village of Coramba. Access within the greats by a mixture of sealed public roads which service many of the small hobby farms in the area and by unsealed farm tracks and forestry roads.

The topography varies from rolling hills utilised for pastoral and agricultural activity to elevated rugged and heavily timbered regions largely consisting of State Forestry Reserves. Active logging is being underlaken in some areas. Two National Parks occur immediately south and east of EL 6387 as shown on Figure 7.

Minina and Exploration History

Gold was initially discovered in the Coramba-Orara Goldfield at Tallawudjah Creek in 1881 with numerous additional discoveries made over the next 10 to 15 years. The main mineralisation style within the tenement is vein-hosted gold deposits and some less common placer aold occurrences; a number of historical copper mines also occur within EL 6387 and mercury and manganese occurrences are recorded from the general district but lie outside the current tenement boundary.

Total recorded gold production from the field, which peaked in 1897, is approximately 1.25 tonnes (40,190 ounces) of gold. Production statistics from the individual mines appear to be incomplete; the largest producer was the Beacon Group which treated 19.048 tonnes of ore averaging 34.5g/f Au, most of the other mines had a recorded production of less than 3,000 tonnes. The GSNSW estimate that the quartz vein hosted deposits account for approximately 65% of the district total historical production (Gilligan et. al. 1992).

The last period of systematic aold prospecting and mining occurred in the 1930s however between 1970 and the late 1990s a number of companies have explored the area predominantly for gold with some exploration focussed on the copper and mercury mineralisation known to occur in the district. The main company exploration activity within the boundary of the current tenement is detailed in fable 12 below.

833374767	MOLLESTE	BATORY TO MARKED	Montennen man
	Amoco Mineral Australia Company ("Amoco")	Copper at Mount Browne	Geology, gravity surveys, open- hole and core drilling, down hole EM.
BACK DESCRIPTION	Key Resources Pty United PKRPLIT ________	Costa	inspection and some sampling. of mine durings and workings
	Talisman Mining and Exploration Pty Ltd ("TME") partly in joint venture with Crown Capital Resources Ltd.	Extensions to the known high grade gold deposits and discovery of bulk tonnage low grade gold mineralisation	Landsat imagery, dirborne magnetic and radiometric surveys (200m spaced east-west) flight lines, grid soil sampling.
\$79507.	Mount Comington Mines Limited PACM I	Buik tonnage gold mineralstalen in stockwork, disseminated of The straticibound deposits www.com	BLEG and SO# stream sediment sampling (87 sampling sites), Landsatirinagery and processing of airbarne magnetic data.
Kasebag	Tara City Mining NL ("TCM")	Sediment hosted quartz vein deposits occurring as either high grade veins or bulk tonnage lower grade deposits	Review of existing data, prospect assessment.

TABLE 12 - SUMMARY OF PRIOR EXPLORATION WITHIN EL 6387

Figure 7 Coramba Project Geology

The most comprehensive prior exploration was undertaken by TME and MCM with both groups extending their exploration beyond the immediate extensions of the known historical workings and assessing the regional potential for lower grade bulk formage deposits. TME also reviewed the potential for high grade deposits as extensions to a number of the historical workings. TCM subsequently reviewed the available historical production records as well as the results of the previous company exploration and produced a detailed compliation of the published data, but because of access difficulties did not undertake significant exploration.

Project Area Geology and Mineralisation

EL 6387 is undertain by the Coffs Harbour Block of the NEFB. This block consists of a thick monotonous steeply northerly dipping Late Carboniterous sequence of deep water marine sediments which have been subdivided into two fermations:

• The Coramba Beds which dominate most of the tenement area and consist of ithic and feldspathic sandstone, with minor sitistone, mudstone, chert, jasper and metabasalt. This unif hosts most of the vein-style gold mineralisation.
• The Brookland Beds in the southeastern corner of EL 6387 consisting thin bedded siliceous mudstone and siltstone with minor sandstone, chert, jasper and metabasalt. This unit hosts most of the stratabound copper-cold and cold-only occurrences.

The GSNSW has recognised two major of styles of mineralisation within the general Coffs Harbour district and both styles occur within EL 6387. These are:

• Stratabound copper (+gold), manganese and gold deposits associated with chert, jasper, quadzmagnetite and/or metabasait units mainly in the Brooklana Beds.
• Epigenetic vein-style gold deposits which are again hosted in both the Cordmba and Brookland Beds although the majority occur within the former formation.

The stratabound copper (+gold) and gold mineralisation is believed to have formed by exhabative processes on the sea floor and is hosted in fine silicified metasediments containing several horizons of pyrific ched and magnetite ridn jasper. Mount Browne is an example of the former and an area adjacent to the flabo/gold mine is an example of the latter.

• At Mount Browne, mineralisation is recorded as consisting of two north dipping and easterly pitching shoots each 2m thick and 15 to 20m long of massive sulphide in a silicified slate.
• The sulphides consist of chalcopyrite with lesser pyrhotite and pyrite; grades were tybically $\circ$ between 6-12% Cu (up to 25% Cu).
• The gold grade of the primary sulphides was generally less than $\beta$ g/t Ay (up to 2 to 3g/t Ay $\alpha$ in places). The area was initially worked as high drade oxide adid deposits due to the significant supergene enrichment due to near surface dxidation of the sulphides.
• In the liabo Mine area (asper and pyritic chert occur in several vertically stacked horizons up to 10m thick and extending for several hundred metres (Gilligan et. a), 1992).
• The siliceous units display rapid vertical and lateral varidtion and are interbedded with mafic's $\circ$ tuffs and pyritic slates.
• The chert and jasper units have been extensively fractured and flooded by secondary sliica. $\bigcirc$ ankerite, pyrite and sericite (Keevers and Jones 1988).
• $\alpha$ The flabo Mine produced minor amounts of gold from a cross culting abortz vein however Key Resources reported gold values of up to 43g/f Au from slicified (aspers close to the quartz vein with gold values (associated with anolinalous arsenic) rapidly decreasing to Ba/t Ab or less away from the influence of the qualitz vein.¹
• Composite sampling of the chert and jasper horizons by the GSNSW yielded an average of $\circ$ 0.525g/t Au however no follow-up comprehensive sampling by previous explorers appear to have been undertaken.

As shown on Figure 7 EL 6387 contains a large number of historical gold occurrences, the majority of which consist of gold hosted in quartz veins. The epigenetic veins have the following general characteristics:

• Most are hosted in the Coramba Beds although some also occur in the Brookland Beds.
• They typically have a narrow lenticular geometry and relatively short strike length and tend to be discontinuous both laferally and vertically.
• Widths are generally less than 0.4m but reach 3.6m at the Lady Matilda Mine.
• The deepest mine, The Queens Record Reian, reached a depth of 155m below surface.
• Many of the historical mine areas consisted of zones of multiple parallel or sub-parallel narrow $\alpha$ auariz veins extendina over widths and strike lenaths of some hundreds of metres. Only the individual narrow veins were previously mined.
• Dips and strikes are variable and veins can occur either sub-parallel to the west northwest bedding strike or orthogonal to bedding and are usually demonstrably controlled by shear zones.
• Records suggest that the previously mined higher grade zones occurred as steeply pitching vertical shoots.
• Grades lack persistence with depth suppesting supergene enrichment of the gold was a $\sim$ sianificant factor in developing economic arades.
• Individual mined formages were low, usually less than 3,000 tonnes. The largest mine, the Beacon Group, was the only one to exceed 10,000 tonnes of production and reached a depth of 61m below surface.
• Mined grades were high, averaging about 31g/1 Au, with grades up to 450g/1 Au in places.
• Detailed grid soil sampling and some rock chip sampling has been completed by TME over 3 of the historical mine areas within EL 6387, Coramba Queen, Queen's Record reign and Beacon Group. Gold in soil values were generally at best weakly anomalous. The best rock chip result was 2.37g/t Au from a vein quartz sample at the Beacon Group workings.
• Some of the quartz vein-hosted deposits contain magnetite and have a close relationship with magnetite bearing chert and lasper horizons (e.g. the liabo Mine) and the gold may have been remobilised from the siliceous magnetite bearing chert and jasper horizons.

Exploration Potential Indicated from Prior Exploration

Previous exploration within the current tenement held by Icon investigated the potential of both extensions to some of the known high grade deposits as well as the possibility of defining moderate to larger tonnage lower grade deposits that might be amenable to bulk mining techniques. In both cases, although results obtained were disappointing, the previous explorers generally focussed attention on selected areas and GA believes that neither target was comprehensively evaluated and some additional investigation is considered justified. Both the Mount Browne and Mount Bischoff mine areas are located in the residential outskirts of Coffs Harbour and the former is also within the Coffs Harbour Pistol Range and results of Amoco's previous drill testing were not encouraging. Neither deposit is considered an appropriate target for exploration by Icon.

In GA's view the very small although high grade (probably due to supergene enrichment) historical mines, individually are not particularly attractive targets for icon and in the current gold price regime the potential to discover larger tonnage, medium to lower grade gold deposits within EL 6387 should be the primary larget for future exploration.

On the basis of the available information, these types of deposits could occur in a number of different situations:

• As lower arade envelopes surrounding the historical high grade veins or as zones between sub-parallel veins.
• These may occur as either zones of fine stockwork veiniets of auriferous quartz or associated with $\alpha$ areas of alteration and slicification. During GA's site visit a number of the historical high grade quartz vein workings were examined and broad areas of slicification and in some cases stockwork zones of thin apartz veinlets were noted.
• Some of the larger historical mine workings such as the Beacon Group, Coramba King and $\bigcap$ Queen's Record Reign could warrant further investigation by close spaced RAB drilling or costeaning across the strike of the known vein systems.
• As stratabound deposits within chert and lasper horizons within the Brookland Beds.
• The area around the liabo mine area appears to have been partially evaluated for this style of $\triangle$ deposit with some interesting results and warrants further evaluation.
• $\circ$ In a reaional sense the Brookland Beds require further evaluation for this style of deboost-and this could be initially accomplished by BLEG and accompanying pan concentrate sampling of drainages as this area was not covered in the previous stream sediment sampling undertaken by MCM.
• The chert and jasper units within EL 6387 (ie within a 10km wide arcuate belt of regional magnetic $\hat{O}$ anomalies that stradale the contact between the Coramba and/Brooklana Beds and these are prospective for stratabound deposits. Given Icon's in-house geophysical expertise-the available airborne magnetic data should be obtained and carefully analysed.

Exploration Program and Budget

The two year program and budget summarised below has been prepared by icon/and has been reviewed by GA in the context of the previous work undertaken and the targets identified that warrant further evaluation.

YEAR 1 - Estimated Expenditure \$0.06M

• Locate, geologically map and sample the known historical workings
• Map and undertake composite chip sampling of all areas with associated helpes of alteration, silidification and/or stockwork veining
• Review results of prior exploration to prioritise areas for follow-up exploration
• Undertake grid controlled IP and magnetic surveys over highest priority prospects
• Reprocess and interpret the available magnetic and radiometric aata
• Re-assess previous BLEG stream sediment sampling
• Selection of drill targets for Year 2.

YEAR 2 - Estimated Expenditure \$0.140M

• Drill test IP and/or rock chip geochemical anomalies
• Additional in-fill drilling of prospects if justified
• Depending on results, possibly consider farming out or relinquishing the area.
• in GA's opinion, the levels of expenditure and the work programs proposed by Icon are appropriate for the Year

The Year 2 program will be dependent on the results obtained in Year 1.

Environmental Considerations

Much of EL 6387 covers environmentally sensitive areas or regions of relatively high population density and it is GA's opinion that a significant effort by Icon will be required to obtain permission to explore parts of the tenement while other areas may be excluded from exploration activity.

• National Parks are located adjacent to parts of the southern and eastern boundaries of EL 6387 and these boundaries have been modified accordinaly as shown on Flaure 7.
• The suburban outskirts of Coffs Harbour have extended into the southeastern portion of the tenement resulting in a high population density and this will affect parts of the area underlain by the Brookland Beds which are potentially prospective for stratabound style deposits.
• Many of the valleys in the lower topographic greas of the eastern portion of the tenement have been developed into small farm plots and access to some areas of interest may prove difficult. Previous explorers noted problems in adining permission to enter some greas of interest. In the event of a mineral discovery in these high population greas, obtaining approval for development is likely to be problematic. Much of the tenement is covered by State Forests (with some active logging activity) and permission from the relevant authorities will be required to underlake exploration.

733 WARWICK

Location, Access and Topography

EPM 15007 covers an area of approximately 140 sa km and is located approximately 30 km by sealed road from the reaional town of Warwick in Queensland. The fenement is characterised by fightly fimbered to cleared cattle grazing formland with low relief. Access within the tenement is by a combination of sealed public roads and unsealed farm tracks.

Mining and Exploration History

No historical mining activity has been undertaken within EPM 15007. Previous exploration within the tenement area was undertaken by a company in which icon's Chairman, Dr Andrew White, previously held an interest. During part of this period MIM Exploration Pty Ltd ("MIM") managed the exploration under a joint venture agreement with the tenement holder. The only prior exploration was in the early 1970s when the southern portion of the current area was held as part of a much larger tenement and briefly explored for clay.

The exploration undertaken during the late 1990s consisted of geological mapping, interpretation of high resolution magnetic data released by the Queensland Department of Mines and Energy followed by grid soil sampling. selected rock chip sampling and ground geophysical surveys over two prospect areas known as Crystal Mount and Logan Creek by MIM.

Project Area Geology and Mineralisation

The Warwick Project tenement is located at the northern end of the Early Triassic Stanthorpe Adamellite and is predominantly underlain by a suite of granific rocks (Figure 8) which are mapped on the published Warwick 1:250,000 geological map as the Ruby Creek Granite and the Herries Adamellite which intrude deep water sediments belonging to the Carboniferous age Texas Beds. The two granitic units appear to represent a slightly younger series of granitic phases intruding the Stanthorpe Adamellite. Numerous small, fine grained dykes ranging from rhyolite to basalt have intruded the coarser granite phases.

The prior exploration by MiM identified two main prospects within EPM 15007:

• Logan Creek in the northern part of the tenement, where disseminated molybdenite has been located disseminated within aranitic rocks, and
• Crystal Mount in the southern part of the tenement, where a series of breacia pipes have been identified and alluvial gold can be found in nearby drainages. Most of the detailed prior exploration has been concentrated on this prospect.

Numerous hard rock and alluvial gold workings occur within the older Texas Beds to the west of EPM 15007.

Logan Creek Prospect

At Logan Creek minor molybdenite can be found as disseminated grains and along fracture surfaces within an altered, dome-shaped aplite intrusion into the Ruby Creek Granite. Within the prospect/area the aplite is fracture@ and lointed with rare, very thin fup to 2mm wide) quartz veinlets occasionally developed within the fractures. Microscopic examination confirms the unit exhibits moderate to strong potassic alteration. Minor molybdenite and less commonly pyrite, can be found both along the fractures and as small disseminated grains within the grabite and the unit is frequently stained pink by iron oxide derived from the weathering of sulphides. The secondary molybdenum mineral, powellite, has also been recorded from the prospect. GA rioted that the amount of disseminated molybdenite increased fowards the contact between the aplite and the unaltered grey Ruby Creek, during the site visit to the area.

The Logan Creek prospect remains poorly explored and as far as can be detérmined there has been no sampling and assaying of any mineralised samples from this area. Although, on a visual basis, the amount of molyberoush mineralisation is not impressive, the notable increase in mineralisation towards a contact with an earlier intrusion is encouraging and this contact zone requires further investigation by detailed mapping, rock chip sampling and grid soil sampling.

Crystal Mount Prospect

This prospect, which lies in the southern part of the tenement, consists of an dicuate/zone of distinctive conicat shaped hills of slicified breccia have been developed within a porphyritic granific intrusive (Figure 8). The available imagnetic data indicates a zone of moderately high magnetic response over the general area of the porphyritic i intrusive and suggests it may extend over an 8km by 6km area. The current outcrop within the Crystal Maunt. prospect is restricted to three discrete outcrops of strongly altered and silfalfied breacia aggregating about 7.5 hectares within an area of about 45 hectares and this larger area is referred to by icon as the "breccia zone". \This zone is coincident with an internal magnetic low within the overall moderately strong magnetic high. (A subsequent ground magnetometer survey indicated a number of intersecting north-trending and east northeast trending magnetic features possibly representing dykes or faults.

Mapping and petrological examination by MIM suggests the original sericite affered breccia has been subsequently affected by leaching which has modified and partly obscured the original alteration pattern. This work also delineated a number of altered breccia zones, distributed in a roughly arcuate zone, over a 1.5km (north-south) by 1km (east-west) area within the Crystal Mount region.

The silicified and micaceous breccia contains numerous cavities dommonly rimmled with well formed quartz crystals. Although sulphides are rarely noted within the breacia unit at surface the presende of original pyrite is indicated by iron oxide stained cubic cavities. While the overall proportion of original sulphide appears low a number of float i samples of gossanous material are present suggesting that veins of massive suiphide occur within the breccla.

Sparse selected rock chip sampling undertaken within the soil grid failed to yield any anomalous results however this may be due to leaching of metals during weathering. Subsequent panning of a creek which drains the breccia pipe vielded very fine visible gold and a single selected rock sample of propylitically altered material returned a result of $0.8a/t$ Au.

Pigure 8 Warwick Project Geology

Exploration Potential Indicated from Prior Exploration

The Crystal Mount region has been partly covered by a grid soil sampling by MIM using a 100m sampling interval, over a 1500m (east-west) by 1600m (north-south) area. Only near surface "A-horizon" soil samples were collected with the minus 80 mesh (-80#) fraction being analysed for a number of metallic elements including copper. molybdenum, zinc and lead. Some of the area sampled by MIM consisted of ploughed fields and in these creas would have been ineffective. A single greater than 10ppm Mo (150m by 150m) anomaly was defined with a peak result of 115ppm Mo. Weakly anomalous copper (peak value of 26 ppm Cu) values were also obtained from the same area. Higher copper (up to 113 ppm Cu), zinc (up to 129ppm Zn) and lead (up to 31 ppm Pb) occur in an area underlain by Texas Bed sediments in the eastern portion of the grid. Although MIM did not assay their soil samples for gold, three slightly anomalous gold results (6ppb to 22 ppb Au compared to a background-offess than tippb Au) were obtained from soils subsequently collected down slope from the breacia outcrops.

icon recently completed a three dimensional ("3D"). IP survey and a C-horizon auger soil sampling survey over a 3km by 2km arid covering the Crystal Mount prospect. The soil samples were collected at 100m intervals abond the IP lines and were analysed for gold as well as 17 other elements. At the time of compiling this report the geochemical results had not been fully evaluated. However a preliminary assessment by Icon suggests the following:

• Gold values above 3 pob Au are anomalous and that there is a halo of values above 3 pob Au around the breccia outcrops.
• The highest gold value of 63 ppb Au was obtained from the southwestern margin of the breacla zane.
• The 3D IP survey defined a coherent, gently south plunging, 300m by 800m chargeability zone over a substantial vertical interval below the breccia zone and Icon has interpreted this anomaly as possibly being i caused by afteration.
• The chargeability results also suggest that the three separate brecard bodies may coaresce at $\overline{f}$ $\circ$ about 50m below surface.
• A large (600m by 1000m over a vertical interval of 300m deep), strong resistivity high/has been defined/ immediately west of the chargeability zone and at this stage the cause of the resistivity anomaly remains uncertain.

Overall the Warwick project area remains poorly explored. The altered and teached micdceous breabias at i Crystal Mount may represent breacia pipes caused by intrusive related hydrothermal activity. Some subsfantial gold deposits occur in similar geological settings and further work on the Crystal Mount Prospect is warranted. The disseminated molybdenite mineralisation at Logan Creek prospect, although in GA's opthion being less obvidusly prospective than the Crystal Mount area, remains under explored and requires more rigbrous investigation.

Planned Program and Budget

tean has commenced the following two year exploration program within the Warwick project tenement.

YEAR 1 - Estimated Expenditure \$0.20M

• An IP survey over the breacia pipes at the Crystal Mount prospect in acniunation with C-horizon soil sampling has recently been completed by lcon-
• RCP drilling of the Crystal Mount breacia pipe and the 3D IP fargets.
• Detailed panconcentrate and BLEG stream sediment sampling in the Crystal Mount area.

YEAR 2 - Estimated Expenditure \$0.20M

• Further in-fill drilling as dictated by Year 1 results.
• Logan Creek Prospect detailed composite chip sampling, in conjunction with detailed geology and alteration mapping, to more accurately determine this prospect's molybdenum potential.
• depending on results, possibly consider farming out or relinquishing the area

The broad program outlined above is appropriate to initially evaluate the potential of the Crystal Mount prospect.

Environmental Considerations

The northeastern corner of EPM 15007 encroaches onto the water catchment area for the town of Warwick and is subject to a "restricted area" designation. Exploration within this small portion of the tenement may require special clearance however it is not an area that at this stage has been identified as having any particular merit. The Western portion of the EPM covers a forestry reserve and exploration in this area may require permission from the Forestry Department but again, at this stage, is not viewed by Icon as being of any particular significance.

The two main prospects of interest, Crystal Mount and Logan Creek occur on freehold grazing land and the local owners appear amenable to exploration on their land.

$7.4$ NORTHWEST QUEENSLAND PROJECT

General

The McArthur River-Mount Isa-Cloncury Minerals Province of northwest Queensland and the Northern Territory is a giobally significant base metals province. The Province has been extensively explored since the 1880s and major mineral discoveries within the last 20 years include Ernest Henry, Cannington and Century. Icon has acquired an exploration project at Elizabeth Creek, at the western end of the Lawn Hill Platform, in northwest Queensland, that includes rocks primarily prospective for base metal deposits as well an area with potential for iron deposits.

Regional Geological Setting and Mineralisation

The Lawn Hill Platform forms the western part of the Western Fold Belt of a large Proterozoic tectonic zone known as the Mount isa infer and consists mainly of sediments of the McNamara Group that are less metamorphosed than other rocks in the Mount Isa infier.

The stratiaraphic column below summarises the sedimentary sequence in the district.

Échemutic Konféjeugáda Geoféen for DM tatóöt

The stratigraphic column abovr summarises the sedimentary sequence in the district.

Regional Geological Setting and Mineralisation

The Lawn Hill Plafform forms the western part of the Western Fold Belt of a large Proterozoic tectonic zone known as the Mount isa infer and consists mainly of sediments of the McNamara Group that are less metamorphosed than other rocks in the Mount Isa infer-

The Upper McNamara Group sediments are important hosts for zinc-silver-lead deposits elsewhere in the district including the large Century zinc (Measured and Inferred Resources exceed 66 million tonnes at 12.7% zinc plus minor lead and silver (Zinifex Limited 2005 Annual Report). The Lawn Hill Formation (the host for Century) and Riversleigh Siltstone (the host for the Grevillea low-arade zinc-lead deposit, 50km southeast of Century) have conventionally been considered more prospective for zinc-lead-silver deposits than dominantly coarser grained units such as the Termite Range Formation.

The slightly younger South Nicholson Basin sediments accur within two sub-basins, unconformably overlying the Upber McNamara Group. The Elizabeth Creek Project area covers part of the northern sub-basix. The Train Range Ironbearing Member, within the South Nicholson Basin, contains up to six ironstone units withirf a sequence of thinly bedded shales, sitstones and sandstones.

Younger sedimentary sequences partially cover the Proterozoic rock sequences.

7.4.1 ELIZABETH CREEK

Location, Access and Topography

EPM 14589, covering approximately 270 sq km, is located in northwest Queensland, approximately 40km northwest of the Century zinc mine operated by Zinifex and GA understands that access from the Century Mine is by unsealed roads and station tracks. Access is likely to be available only during the dry season/

Joint Venture Agreement with Zinifex Limited

Icon, through its subsidiary Cast Resources Pty. Limited, has entered into a Heads of Agreement ("HOA") with Zinifex on EPM 14589. Under the proposed terms of the HOA, Zinifex can each equity in the project by funding and managing exploration and development of the project as follows:

• Stage 1 Zinifex to spend a minimum of \$200,000 plus reimbursement/to Cast the sum of \$29,000 in tenement fees and bonds, within two calendar years before it con withdraw from the project. If Ziditex: withdraws after Stage 14 would retain no interest in the project.
• Stage 2 Zinifex to send a total of at least \$500,000 (which/would linclude the \$200,000 Stage 1 expenditure) within 3 calendar vears from the completion of Stage 1 to earn a 51% interest/
• Stage 3 Zinifex may earn a further 24% interest by incurring a total expenditure of \$4.98 million within three calendar years of the completion of Stage $2^{\prime}$ . This foral expenditure would include the Stage 1 and Stage 2 expenditure and would result in Zinifex having a 7.5% interest in the project.
• After the completion of Stage 2 Icon can elect to maintain its 49% interest by contributing its share of Stage 3 expenditure or to not fund its share of additional expenditure thereby diluting its interest to 25%.
• If Zinifex earns a 75% equity then loon must either contribute its share of future expenditure or convert its interest to a 2.5% net smelter refurn royalty.

Native Tille

A Native Title and Heritage Protection Agreement with the Waany People for adcess to the project area is currently being assigned from the original tenement holder to lcon. The dareement may place some restrictions on exploration activities in areas of significant cultural heritage.

Mining and Exploration History

There are no old mines within EPM 14589 however prior exploration tras been underlaken for both iron déposits and for zinc-lead-silver deposits by a variety of groups. The Broken Hill Proditety Ca Ltd ("BHP") evaluated the Train Range Iron Bearing Member of the South Nicholson Basin rocks in the Constance Range area for politic fron between 1956 and 1963. The work included aerial photography, geological mapping and rock sampling, extensive diamond core drilling, mineragraphic studies and about 40kms south of EPM 14589 the sinking of two exploration shafts for trial mining and bulk sampling. BHP identified several iron deposits and prospects (named from "A" to "P") around the rim of two major and several minor structural basins. Two deposits, "I" and "J" were evaluated in the western half of the Elizabeth Creek project area. A third deposit, "L", located immediately adjacent to (but outside) Icon's tenement. In addition small veins of actena were reported by BHP in the upper reaches of Elizabeth Creek to the west of the current project area and minor indications of copper were found to the south.

Several companies have explored parts of EPM 14589 for base metals, mainly zinc with most work targeting the Upper McNamara Group rocks in the eastern half of the project area. CRA Exploration Pty Limited ("CRA") in the early 1970s geologically mapped the area and drilled a number of shallow diamond core holes to provide regional geochemical data from the most prospective rock units however no significant anomalous base metals were discovered. The Normandy Poseidon Group ("Poseidon") explored the eastern half of EPM 14589 from 1991 to 1994 foften in joint venture with other companies that held the exploration tenements) with the work including an aeromagnetic survey on flight lines 500m apart and a program of aircore drilling. No significant anomaties were detected in the grea of EPM 14589.

Pasminco Limited, in joint venture with Equinox Resources, explored the eastern half of the project from 1995 until 2000. The work underlaken included a reinterpretation of the Poseidon aeromagnetic data. LandsatTM, photogeological interpretation, geochemical rock chip, soil and stream sediment surveys as well as GEOTEM and aravity aeophysical surveys. While most of the work undertaken by Pasminco was located south of Icon's project area, reconnaissance mappina was undertaken within the current project area following the photogeological identification of a potential zone of interest. Field checking indicated that this zone was due to lateritic weathering of sandstones belonging to the Termite Range Formation and no further work was considered warranted. The LandsatiM interpretation suggested a probable extension of the Termite Range Fault within the current project grea. below the Constance Sandstone at the eastern end of the South Nicholson Basin. The Termite Fault is considered an important conduit for mineralising fluids at the Century Deposit.

Mt Isa Mines Limited and Aberfovie Limited (1991–1993) explored the base metal potential of the South Nicholson Basin in the western portion of EPM 14589 with the work including an alrborne GEOTEM survey with follow-up ground EM, geological mapping and limited soil sampling at one of the GEOTEM anomalies. Results were disappointing.

Project Area Geology and Mineralisation

EPM 14589 contains two main rock sequences; the Upper McNamara Group sediments of the Lawn Hill Platform occur in the east of the project and are unconformably overlain by rocks of the South Nicholson Basin to the west (Figure 9).

The eastern half of the project is considered to be prospective for base metal (especially zinc-lead) stratiform carbonaceous shale hosted deposits such as the Century Mine or the brecciated and fault controlled sediment hosted deposits lead-zinc-silver deposits such as Silver King. Much of this area is covered by surficial cover and the stratiaraphy has been defined from broad spaced drilling undertaken by previous explorers. The east-west striking Termite Range Formation, dominated by sandy units and not considered prospective for zinc deposits by previous explorers because of its lack of carbonaceous shale horizons, occurs in the core of an anticlinal structure. The more prospective argillaceous rock units of the Lawn Hill Formation outcrop poorly around the flanks of the Termite Range Formation.

The ferruginous Train Range Member of the Mullera Formation has been the focus of iron exploration in the western half of the licence where sediments of the South Nicholson Basin outcrop. Within this unit the lowest significant iron-rich horizon (Main Ironstone) contains the iron deposits previously considered to have economic potential by BHP. The often lenticular iron rich beds, range from normal sediments to chemical precipitates.

Figure 9 Elizabeth Creek Project Geology

At surface the richer ironstones consist of hematite polites set in a matrix of hematite or chalcedonic silica but in the unweathered zone consist of hematite, hematite-chamosite and rarely siderite polites in a siderite matrix.

Two deposits "I" and "3" fail within the Elizabeth Creek project with a third deposit, "L", located immediately adjacent to the northwest corner (but outside) (con's tenement. The mineralisation in I is almost entirely siderite and averages about 42% fron. Resources were estimated for deposit Lin the 1960s but as these are not in accordance with current JORC requirements they are not reported here. Deposit J, along strike to the west, is of similar arade but seems to be of limited size and less well drilled.

Exploration Potential Indicated from Prior Exploration

The Elizabeth Creek project area has potential for a number of distinct types of mineral deposits.

The western part of the project contains at least two iron deposits associated with the South Nicholson Basin which, aithough not high arade, are worthy of re-evaluation aiven the improved price for iron ore. The deposits have not been evaluated since the early 1960s. The arade of the known deposits is much lower than the iron deposits mined elsewhere in Australia and either beneficiation or higher grade mineralisation would be required to produce a saleable product. Except for a high slica content, the iron deposits do not appear to have deleterious amounts of other elements. However, a significant amount of the mineralisation is siderite firon carbonate) rather than hematite and based on the previous exploration the potential is limited to modest sized iron deposits (less than 50 million tonnes) and both these factors may impose significant barriers to the development of an economically viable project. The eastern part of the licence has the potential to contain sedimentary hosted base metal deposits similar to Century approximately 40km south of the project tenement. Although past exploration in the area has been disappointing GA believes a reassessment of the area's base metal potential is warranted as the Termite Range Fault, a potential major pathway for mineralising fluids, is thought to pass through the area and minor base metal (lead.) veins have been reported in the South Nicholson Basin rocks west of the project area.

Exploration Program and Budget

Zinifex is obliged to spend a minimum of \$200,000 under the proposed joint venture agreement reached with Icon and will manage exploration programs while it remains in the joint venture. The work programs were still being formulated at the time that this report was completed however it is anticipated they will include the following:

YEAR 1 - Estimated Expenditure \$0.80M

• The complicition of existing geochemical data over the tenement with the emphasis on the Upper k. McNamara Group rocks.
• Soil and rock chip sampling to in-fill any gaps in the database. Analyses will include partial leach fechniques,
• In areas of shallow cover, RAB or aircore drilling may be undertaken.
• Interpretation of the geochemical and geophysical data to identify anomalies with a multi-element Century-style signature.
• Re-assaying of the available core for base and precious metals

YEAR 2 - Estimated Expenditure \$0,120M

• A 3D IP survey
• Further RAB drilling
• Limited RCP and/or diamond core drilling of any significant anomalies
• identification of deep fargets for additional drill testing

Environmental Considerations

The Elizabeth Creek project is located in a remote part of northwest Queensland. It is accessible via gravel roads and tracks that are likely to be impassable for periods during the wet season. The western boundary of EPM 14589 and part of its southern boundary abuts on to the Boodjamulia (Lawn Hill) National Park. There may be extra restrictions on a mine development if it was located close to the Park boundary. The project area is subject to a Native Title and Heritage Protection Agreement which may place some restrictions on exploration and development in some parts of the project area.

8.0 PRINCIPAL SOURCES OF INFORMATION

The principal information sources used to compile this Independent Geologist's Report are listed below.

Maria Maria 1979
Barton 000 a 200	A H.	1997	EL 4889 The Peal Fault Project NSW. Annual Report for the twelve month ended 24 August 1997. Alistair Barton and Associates for Alergold Pty Ltd
Brink	G.E.	1986	Els 1991 and 1992, Final Report.
Britik - and a series	GB	Dessity	ELs 1991 and 1992. Progress Report for the Period Ending January 1985.
Brink and the first state of the state of	C.8	1982	ELs 1991 and 1992. Progress Report for the Period Ending July 1984,
Brown.	RF.	1992	Metallogenic Study and Mineral Deposit Data Sheets, Manilla - Narrabri
Brownlow and	J.W.		1:250,000 Metallagenic Map.
Krynen	3.P.
Duncan	⊙.	1996	EL 4662. The Peel Fault Project NSW. Annual Report for the fwelve months ended 11 May 1996. Probe Resources NL.
Katler 0 0 0 0 0 0 0 0 0 0 0 0 0	$\mathbb{C}$ Number .	播放 æ	Abignano Limited. I An Assessment of the Potential of Gold Prospects Near Barraba N.S.W. The Communication the third participants of the contract of the company of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the c
KORTOVICI I PODIJELA
Cotton	R.E.	1981	Robertson Research (Australia) Pty Ltd Report No 870. Preliminary assessment of the Coramba-Orara Goldfield (ELs 1661 and 1665)
Gente	I.V	1996	EL 4672 Coffs Harbour, Coramba - Orara Goldfield, Tara City Mining N.L. Annual Report for 12 months Ending 29 June 1995, GS 1999/356
Cillicaere Brownsow	urg. $+34$	1992	Metallogenic Study and Mineral Deposit Data Sheets. Darigo-Coffs Ha 1:25,000 Metallogenic Map
Comesson	R.O.
Henley William	HIA.

Karakaldinen II Keevers Jones Key Resources Pty Imited Key Resources Pty Limited Manufacturer	10/9 R.E. 1988 DA. 1982 0.720 1989 -	Amoca Minerals (Australia) Company, Combined Final Report and Report for the Period July 1978 to January 1979, Mount Browne - EL 1000, Coffs Harbout Area NSW, GS 1979/078 [19] Palaeozoic Stratabound Gold Mineralisation in Cherts Associated with Sub- marine mafic Volcanics From North-East Queensland and North-East New South Wales. Draft Report Final Report. EL 1665 Caramba - Orara Goldfield NSW, June 1982. GS 1982/132 First Half Yearly Report (for the Period 3/7/81 to 3/1/82). EL 1665 Coramba- Orara Goldfield NSW, GS 1982/132 Communication of the Communication
Mount Contrigton Mines Limited (1999) Rutherford Shugg Talisaman Mining and Exploration Pty EFGHER HER HER HER HER HER	N.F. 1988 KG. 1988 1089	Progress report BL 2818 "Coramba". Combined Six-Marth and Relinquish- ment Reports from 6 March 1988 to 6 March 1989. GS 1988/147 Crown Capital Resources Limited. Talisman mining and Exploration Pty Ltd Joint Venture. EL 2883 "Karangi" and EL 2884 "Upper Orara". Joint First Annual Report for Period Ended 25 July 1988, GS 1987/336 Mount Carrington Mines Limited. Progress Report EL 2818 - Coramba, Twelve Months to 6th march 1988, GS 1988/147 EL 2883 and EL 2884. Period 25/6/87 to 25/6/89. Final Report. CS 1990/192 1989 - Johann Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry Harry
BATTANIA Barclay Bardiay and Stinshin Commons Dean	TUR. 1988 TJRW 1920 $\rho$ and $\rho$ C 2 in 23 JA	Exploration Report for period 8 July to 7 Dec 1987for Exploration Licences 2346 and 2347 (Langtree), Hillston District GS1987/195 Progress Report for Six Month Period Ending 7 January 1989 for the Langtree Project (ELs 2346 & 2347) Hillston District, NSW GS 1987/195 Report to Pan Australian Mining on a Pb Isotope Study of the Tara Prospect, NSW, CSRO Div Mineral Physics & Mineralogy, Appendix 6, in Pauli PL Exploration Licences 2346 and 2347 report for period 8 January 1987 to 7 July
Corbett Hall Pollet Inc. $C^$ $C^$	W 2001 D.H. 1986 Manuel 2005	1987 GS1987/195 Final Report for Exploration Licence 5749 Tara for the period 4 July 2000 to 20 April 2001, PlatSearch NL, G\$2002/015 Exploration Licences 2345,2346, 2347, 2348 Report for period 8.7,85 to 7.1.86 GS 1985/113 Murray -Riverina legion: an interpretation of bedrock Palaeozoic geology based on geophysical data, Quarterly Notes No 118, Geal Strivey NSW
Newport $O'$ Neil Poull POURININI Rugless	g municipal 199() D C 1985 P1 1981 $P_1$ . The same $\overline{P}$ 1986 $\mathcal{C}$ and $\mathcal{C}$	Exploration Licence 2347 Findi Report GS1987/195 Exploration Licences 2345,2346, 2347, 2348 Report for period 8.1.85 to 7.7.85 GS 1985/113 Exploration Licences 2346 and 2347 report for period 8 January 1987 to 7 July 1987,Langtree Project NSW GS1987/195 Exploration Licences 2345, 2346, 2347. 2348 Report for period 8.1.86 to 7.7.86. Langtree Project GS 1985/113
POUR THE Bicztimining and the contract of the contract of the contract of the contract of the contract of the contract o RUSZKOWSKI	1987 $\beta_{\rm down}$ $DA$ . βA 2004	Exploration Licences 2345, 2346, 2347, 2348 Report for period 8.7.86 to 7.1.87 Langtree Project GS 1985/113 The geophysical signature of igneous infrusions near the Tara Prospect, Hill- ston, central NSW GS2004/067

I

Swingler Communisties Watkins Watkins TITALIA DE LA PRODUCTI	Nummu Julius Andrews	ן פיקון 2005.		Final Report for Exploration Licence 5100. West Reak Project NSW GS1997/425 Geoscience Mapping in Support of Exploration in NSW, Minita No 80 p (8-19) NSW Dept. Primary industries and account of the contract of the
Bowman Coper www. Foirol	NH. LS. The Manufacturer C Ameri	1977 1985. 1596	Map, Geal Survey NSW	Mine Data Sheets and Metallogenic Study Forbes 1:250,000 Metallogenic BP Minerals Australia EL2403, Hiawatha, Final and Relinquishment Report 63.1985/240 TOAD Joint Venture Exploration Licence 47978 (4719) Younga Plains Annual
Kreutzer Lyons and Wallace Rowe William ROWR THE	E. П D 8.A. B.A.	1991 1999 $10/9$ M 1998.	AGSO Record 1999/20 Australia NL GS 1998/313	Report 1996 Delta Cold Exploration GS 1997/473 Final Report on EL2960 Delbrand Pty Ltd. GS1988/270 Farbes 1:250,000 Geological Sheet, Field Conference Guide 11-16 April 1999, TOAD Joint Venture Annual Report Et. 4978 (4719), Et 5294, Et. 5375 Td Origin	.
ROWE Timms Timms Watkins www.	8.A. PD. P.D. R.H.	1999 1996 1997/218 سود: 1998/128 1996	Australia NL GS 2000/053 Australia NL GS 2000/363	TOAD Joint Venture Annual Report EL 4978 (4719). EL 5294. EL 5375 Tri Origin TOAD Joint Venture Final Report EL 4978 (4719), EL 5294, EL 5375 Tri Origin Exploration Licence 4891 Annual Report 1996 Endeavour Minerals Pty Ltd GS Exploration Licence 4891 Final Report 1997 Endeavour Minerals Pty Ltd GS TOAD Joint Venture Exploration Licence 4719 Younga Plains Annual Report 1995 Delta Gold Exploration GS 1997/472 2000 10000000000000000000000000000000
MANAGEMENT Croxtord Harris Kneeshow	NUW, A C.	1996 1996	Petrology of geological Samples	Rockco Pty Ltd Report No 958, Logan Creek and Crystal Mount, The Hydrothermal Alteration Associated with the Logan Creek Porphyry Molybdenum Prospect, Warwick District, South-East Queensland, CR 31186 Crystal Mount Mapping and Soll Sampling. MIM Exploration Memo
White Minites white White Day Willie Day	þ., ana ana A A А À. ,,,,,,,,,,,,,,, A 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1	1998 2002 1999 1998	EPM 11463, Final Report	Crystal Mount Prospect. EPM 11463 EPM 11463. Crystal Mount Prospect. Annual Report to June 1999, CR 33106 EPM 11463. Annual Report of Operations to may 1998. CR 30219
ET LA COMPANYA DE LA COMPANYA Andrews BHP 3498	51	1998 1958 1959 CR0250		Stratigraphy and Depositional Setting of the Upper McNamara Group, Lawn Hill Region, Northwest Queensland Econ. Geol. vol 93 p1132-1152 Activities report A to P 64M Constance Range, Qld., April-Sept 1957 Includes CSIRO Mineragraphic reports 716,718,719 CR 0158 Activities Report A to P.113M Constance Range Qid Oct 1958- Match 1959.

Corter and The Zimmerman	細长 DO mm	19.69	Constance Range Iran Deposits North-Western Queensland SMR Records 1960 No. 75 1980 1991 1992 1994 1994 1995 1996 1996 1996 1996 1996 1996 1996
Herms www.www. ww Maria a provincia de la pro	J.A. (1999)	1965.	Iron Ore Deposits of Constance Range p264-269 in 2nd Edition Geology of Australian ore Deposits, Eighth Commonwealth Mining and Metallurgical 1999 - Jan Barnett Barnett, fransk politiker (de fotballer i den fotballer i den fotballer i den fotballer i Congress, Aus IMM
Hemy Henry Henry	RJ. R.J. RI	1992 1993 199 2	EPMs 7795 and 7796 Annual Report Lawn Hill Joint Venture CR24026 EPM 9129 Elizabeth West, Iawn Hill Area, Nth Qld CR 25541 EPMs 7900 and 7959 Archie Creek Joint Venture Annual Report CR 25041
Henry Henry	R $R_{\rm{max}}$	1993 1993	EPMs 7795 and 7796 Annual Report Lawn Hill Joint Venture CR25057 EPMs 8234 and 8235 Annual Report Elizabeth Creek Lawn Hill Joint Venture CR 25089
Hollamby Johnston	$\Lambda$ 火, 特	1997 IMA ZABIL	Pasminco Exploration, Mount Oscar EPM 10482 Partial Relinquishment Report $CR$ 30145 Edith Range A to P 1279M and Musselbrook Creek A to P 1280M Qld Report for year ended Dec1974 CRA Exploration Pty Ltd CR 5203 [11] [11] [11] [11] [11]
ELELLA CONSTANTINOPERA
BUTOWS	TU.	2005	Grieves Siding Zinc Deposit: EL 47/2004. Construction of Grieves Siding Digital Data Set and Mineral Resource Estimation of Surficial Clay Zinc Deposits
Mathison	IJ.	1985	Exploration Licence No. 4/78 - Zeehan. Progress Report on Exploration Activity 15th June 1984 to 30th April 1985. For Electrolytic Zinc Company of Australasia Limitea
Mother Street	tadan m	1988.	Exploration Licence No. 4/78 - Zeehan. Relinquishment Report Including Report on Exploration Activity 30th April 1987 to 31st May 1988. For Electrolytic Zinc Company of Australasia Limited EZ Report No 1232.
Newmom.	LA,	1098	Crieves Siding Project EL 38/89 - Western Tasmania. Surficial Clay Deposits Resource and Economic Potential. MRT Report 99-4290 (A) and (B). For Allegiance Mining Limited.
Newnham	EA.	1998	Grieves Siding Project EL 38/89 Report in Support of Retention Licence Application, Prepared for Rio Tinto Exploration Pty Limited and Allegiance Mining Limited.
Parkinson	R.G.	1995	Zeehan No 4, EL 38/89, Iasmania. Report on Exploration for the Fifth Year of Tenure 1/3/94 to 28/2/95. For CRA Exploration Pty Ltd
Taylor	\$ $\mathcal{S}$ and $\mathcal{S}$	Tipe de 2002	Amoco – EZ Exploration of the Gordon Limestone. Annual Report for EL 6/2001 (Professor Creek) for the Period 22nd June 2001
Lead			to 22nd June 2002. Prepared for Noranda Pacific Pty Ltd

9.0 STATEMENT OF CAPABILITY

This report has been prepared by Goldner and Associates with the principal consultants engaged in the current review being as follows:

Mr Peter Goldner (BSc. (Hon) Geology, FAuslMM, FAIG, CPGeo) the Managing Director of Goldner and Associates, has more than 35 vears experience in exploration and mineral project evaluation, and the provision of aeological services. He has worked in both surface and underground operations in a range of commodities, including gold and precious metals, copper, lead/zinc, base metals, nickel and uranium. He has extensive experience in resource/reserve estimation, reconciliation procedures and the audit and review of estimates. Mr Goldner has worked throughout Australia, PNG, Southeast Asia and in Alaska USA.

Mr R N (Sam) Lees, (BSc., MSc., DIC, PDip, Env. Stud., FAICD,FAIG, FAusIMM, CP) Mr Lees has 35 years experience, in the minerals industry working throughout Australia and in Zambia, Iran and Canada. His experience covers a wide range of commodities including gold and precious metals, tin, copper, lead , zinc, tantalum and uranium, in various aeological environments. He has held senior geological and management positions with a number of exploration companies, been a mine geologist (both underground and open cut) and a professional geological consultant.

10.0 STATEMENT OF INDEPENDENCE

GA is independent of all parties involved with the project activities described in this report. GA will receive a professional fee based on standard rates plus reimbursement of out of pocket expenses for the preparation of this report. The payment of these fees is not contingent upon the success or otherwise of the propesed equity raising. pursuant to the prospectus within which this report is contained. There are no pecuniary or other interests, which could be reasonably regarded as being capable of affecting the independence of GA or the undersigned.

GA, the undersigned and members of the undersigned's family, have no interest in, or entitlement to, any of the profect areas which are the subject of this report.

11.0 LIMITATIONS AND CONSENT

This report has been based on data, reports and other information made available by Idon, its subsidiaries or otherwise obtained through publicly available sources. A draft copy of this report has been provided to lcon-for comment as fo errors of fact, omissions or incorrect assumptions. GA has no reason to believe that the information provided by Iconits misleading or that any material facts have been withheld.

The opinions expressed herein are given in good faith and GA believes that any assumptions or interpretations are reasonable.

With respect to the GA report and its use by icon and its advisers, Icon agrees to Indemrity and hold harmiess GA its shareholders, directors, officers and associates against any and all losses, claims, darinages, liabilities or actions to which they or any of them may become subject under any securities act, statute or common law, except in respect to fraudulent conduct, nealigence or wilful misconduct, and will reimburse them on a current hasis for any tedation difner expenses incurred by them in connection with investigating any claims or defending any dations, except where they or any of them are found liable for, or guilty of fraudulent conduct, negligerice or wilful misconduct.

This report is provided to Icon solely for the purpose of assisting potential investors in assessing the gedioalcal and \ technical issues as well as the potential risks associated with an investment in Icon and should not be used or relied. upon for any other purpose. This report does not constitute a full rechnical audir but rather it seeks to provide an independent overview and technical appreciation of seven of Idon's exploration projects. Neither the whole nor any part of this report, nor any reference thereto, may be included in, or with, or attached to any document or used for any purpose without GA's written consent to the form and context in which it appears)

GA has consented to the inclusion of its report in Icon's prospectlys document dated on or about 10 April 2008 in the form and context in which it appears and has not withdrawn its consentiprior to the lodgement of the prospectus with the Australian Securities and Investments Commission.

Yours faithfully. GOLDNER AND ASSOCIATES

a sa tana n

Peter T Goldner Managing Director

BARNES DOWELL JAMES

CHARTERED ACCOUNTANTS

Partners C H Barnes FCA A J Dowell CA M W Barnes CA

Associate M A Nekkan CA

North Sydney Level 13, 122 Arthur St North Sydney NSW 2060

Maniv Level 5, 22 Central Ave Manly National Building Manly NSW 2095

Correspondence PO Box 1664 North Sydney NSW 2059

Telephone (021 9956 8500 Facsimile (021 9929 7428) email: bd|@bd{.com.au

30 April 2006

The Directors Icon Resources Hd Suite 302 25 lime Street SYDNEY NSW 2000

Dear Sirs. INDEPENDENT ACCOUNTANT'S REPORT

This report has been prepared, at your request, for inclusion in a Prospectus to be issued by Icon Resources Ltd dated on or about 12 April 2006 in relation to the issue of up to 20,000,000 Shares in Icon Resources Ltd (Icon) at an issue price of 20 cents each.

Scope of our Report

You have requested that Barnes Dowell James report on whether anything has come to our attention that would indicate that the financial information disclosed in Section 1 of the Prospectus does not present fairly:

• Icon Resources' results for the period from 28 June 2005 (being the date of registration of Icon as a $\ddot{\phi}$ company) to 31 March 2006; and
• Icon Resources' assets and fiabilities as at 31 March 2006, both historical and assuming that the Offer and all of the transactions outlined in Section 1 of the Prospectus had taken place on that date.

This financial information has been reproduced at Appendix A to this report, including the financial reporting framework and details of adjustments to the historical financial position.

The Directors of Icon Resources are responsible for the preparation and presentation of the financial information as set out in the Prospectus, including the assumptions detailed on which they are based.

In our role as independent Accountant in relation to the Prospectus, we have reviewed this financial information in accordance with Australian auditing standards applicable to review engagements, in particular Auditing Standard AUS 902 - Review of Financial Reports. Such a review is limited primarily to inquiries of Icon Resources' Directors and analytical procedures applied to the financial information. These procedures do not provide all of the evidence that would be required in an audit and, accordingly, we do not express an audit opinion. Expressions used in this report that are defined in the Prospectus have the same meaning as in the Prospectus.

Financial Information

The historical financial information has been derived from Icon's unaudited consolidated financial statements for the beriod from 28 June 2005 to 31 March 2006.

Icon's proforma balance sheet as at 31 March 2006 reflect the completion of the Offer as though it had taken place on 31 March 2006, and to reflect the acceptance of the Subscription under the Offer, includes the following transactions:

• The issue of a further 20,000,000 Shares for \$0.20 each, being the Subscription under the Offer; and
• Costs of \$438,000 associated with the issue.

Opinion

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe the financial information disclosed in the Prospectus and reproduced at Appendix A to this report does not present fairly:

• scon's historical results for the period from 28 June 2005 to 31 March 2006:
• The historical balance sheet as at 31 March 2006; and
• The proforma balance sheet as at 31 March 2006, as it would appear assuming that certain subsequent transactions had taken place as at that date as outlined above.

Subsequent Events

To the best of our knowledge and belief, there have been no material items, fransactions of events, outside the ordinary course of icon's business, that have occurred subsequent to 31 Ma/ch 2006 which are not otherwise disclosed in the Prospectus that require comment upon or adjustment to the intomation/referred to in this report or which would cause such information to be misleading or deceptive.

Independence

Barnes Dowell James does not have any interest in the outcome of the Offer/other than in/connection with the preparation of this report and participation in the due diligence procedures for which normal professional fees will be received.

Yours faithfully

Albert 1

A. J. DOWELL Portner

ICON RESOURCES LTD APPENDIX A

Balance Sheet as at 31 March 2006

Set out below is loon's unaudited consolidated balance sheet as at 31 March 2006 and its proforma balance sheet as at 31 March 2006, incorporating the transactions in Note 2.

The proforma balance sheet shows icon's financial position on the assumption that the Subscription is taken up under the Offer.

	General Partie Harley SAN SEND	MATE THULLER
1331 - 1 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Sinanda San
Cash and cash equivalents	92,897	3,654,897
Trade and other receivables	59,993	59,993
TOTAL CURRENT ASSETS	152,890	3/714 890
Marthal Martin Martin
Plant and equipment	3.134	3.134
Exploration and evaluation expenditure	541.081	541,081
TOTAL NON CURRENT ASSETS THE RESERVE TO THE RESERVE THE RESERVE TO A STATE OF THE RESERVE TO A STATE OF THE RESERVE THE RESERVE THAT A STATE OF THE RESERVE THAT A STATE OF THE RESERVE THAT A STATE OF THE RESERVE THAT A STA	544,215	544 215
an an Sin	697,105	4,259,105
Milatan Mila	O
NON CURRENT LIABILITIES WAREHOUSE	ö	ü
TOTAL HABIBHES	Ø.	M
Karl Serika	697,105	4/259 105
S. KO STARBIJA I LATINI
Issued Capital Human Human	758,924	4.320.924
Retained profits (losses):	(48.905)	(68,905)
Reserves	2.358	2,358
1999 - Antonio Sta	SS2/3577	4954,377
Minority Interests	4.728	4,728
TOTAL COLLEY	697.305	4 259 105

The historical and proforma statements of financial position should be read in conjunction with the accompanying notes.

ICON RESOURCES LTD

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Financial Reporting Framework Т.

The financial information included in this report has been prepared in accordance with applicable accounting standards and other mandatory professional reporting requirements.

The financial information has been prepared on the basis of historical costs and does not take into account changing money values or current valuations of non-current assets. Cost is based on fair values of the consideration aiven in exchange for assets.

The following significant accounting policies have been adopted in the preparation and presentation of the financial information and will be used in the preparation of subsequent financial reports.

• ${\circlearrowleft}$ Share Issue costs
• Costs incurred directly attributable to the issue of Shares are deducted from the proceeds of the issue. $(b)$ Exploration and Evaluation Expenditure
• Exploration and evaluation expenditure is considered separately for each area of interest. Exploration and evaluation expenditure related to an area of interest will be written off as incurred, except that it may be carried forward providing that rights to tenure of the area of interest are current and provided further that at least one of the following conditions is met:
• Such expenditure is expected to be recouped through successful development and exploitation of the area ${i}$ of interest or, atternatively, by its sale; and
• 浴 Exploration and evaluation activities in the area of interest have not, at balance date-reached a stage which permits a reasonable assessment of the existence or otherwise of economia ally recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Impact of Adopting Australian Equivalent to International Financial Reporting Standards

The Company is required to prepare financial statements that comply with Australian/equivalents to International Financial Reporting Standards ("A-IFRS") for annual reporting periods beginning on or after/1 January 2005. Accordingly, the above balance sheet at 31 March 2006 is prepared under A-IFRS. The Directors identified the following as being the key accounting policy differences that arose on transitioning to

Capitalised Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred by or on behalf of the Company is/accurrilulated separately for each area of interest. Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include general overheads or administrative expenditure not thaving a specific donnection with a particular area of interest. This policy is in line with the requirements of AA\$B 6. Exploration and evaluation costs in retation to separate areas of interest for which rights of tenure are current dre brought to account in the year in which they are incurred and carried forward/provided that:

• such costs are expected to be recouned through successful development and exploitation of the area, br $(\alpha)$ alternatively through its sale; or
• exploration and/or evaluation activities in the area have not yet reached a stage which permits a $(b)$ reasonable assessment of the existence or otherwise of economically recoverable reserves. Accumulated costs in respect of areas of interest are written off in the Indome Statement when the dbove criteria do not apply or when the Directors assess that the carrying value may exceed the recoverable amount. The costs of productive areas are amortised over the life of the area of interest to which such costs relate on the production output basis.

Once a development decision has been taken, all past and future exploration and evaluation expenditure in respect of the area of interest is aggregated within casts of development.

Impairment Testing

A-IFRS.

Under A-IFRS all current and non-current assets are subject to impairment testing. The Company has tested the values attributed to assets where impairment is indicated. Such festing will require the Company to identify the smallest group of assets generating independent cash inflows, called cash generating units ("CGUs"), and determine the recoverable amount for each CGU. Recoverable amounts are determined using the higher of either value in use calculated using reliable estimates of future discounted cash flows, on fair values. Where the carrying amount of a CGU exceeds the recoverable amount, an impairment loss exists which will be recognised in the statement of income. The Company has determined that there will be no impact from impairment reduired. It is not practicable to determine the impact of the change in accounting policy for future finalscial reports, as any impairment or reversal thereof will be affected by future conditions.

Share-Based Payments

Selected consultants, contractors and Directors of the Company have been issued with options over ordinary shares in icon Resources Ltd. The Directors issued the options, issued for nil consideration, in accordance with a performance review. The options will not be audted on the ASX. There were 1,200,000 options issued on 31 March 2006 which expire on 8 March 2011, which are exercisable at 30 cents and which vested by 31 March 2006. The cumulative expense recognised for equity-settled fransactions at each reporting date until vesting date reflects (a) the extent to which the vesting period has expired and (b) the number of awards that, in the opinion of the Directors of the Company, 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 arant date. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not vet recoanised for the award is recognised immediately. The Company has applied the requirements of AASB 1 "First-time Adoption of Australian Equivalents to International Financial Reporting Standards" in respect of equity-settled awards and has applied AASB 2 "Share-Based Payments" only to equity instruments aranted after 7 November 2002 that had not vested on or before 1 January 2005. Share-based payment costs charaed to the income statement for the 31 March 2006 auarter in respect of the 1,200,000 options mentioned above amounted to \$2,358.

$\hat{Z}$ . Proforma Balance Sheet

The proforma balance sheet as at 31 March 2006 that reflects the completion of the Subscription under the Offer as though it had taken place on 31 March 2006 (Proforma Subscription) includes the following transactions:

• fa) The issue of 20,000,000 shares for \$0,20 each: and
• Costs of \$438,000 associated with the Issue. ${\circ}$

$3₁$ Share Capital

	TITTELLE LA 8300
On the assumption that the Subscription is taken up under the Offer
Shares on issue at date of the Offer	20,000,000	758.924
Shares issued pursuant to the Prospectus	20,000,000	4,000,000
Less Costs associated with the issue		438,000
		3.562.000
	40.000.000	4,320,924

There are also 1,200,000 options on issue at the date of this report. All options expire on 8 March 2011 and have an exercise price of 30 cents.

4. Financial Reporting by Segments

The Company currently operates solely in the resources industry in Australia.

7 April 2006 The Directors Icon Resources Limited Srifte 302 25 Lime Street SYDNEY NSW 2000

Level 2, 99 Frome Street A defoide SA 5000 GPO Box 2410, Adelaide SA 5001 DX 56606, Grenfell Street SA Telephone (08) 8111 4000 Facsimile (08) 8111 4099 admin@oloughlins.com.au

oⁱLoughlins

Dear Sirs

PROSPECTUS - SOLICITOR'S REPORT

This Report is prepared for inclusion in a Prospectus to be dated on or about 10 April 2006 ("Prospectus"), and issued by loon Resources Limited ("Icon") offering for subscription 20 million ordinary shares at an offer price of \$0.20 cents each.

The Report relates to:

• ${i}$ the registered and unregistered interests of Icon in respect of certain Exploration Licences ("EL"), Applications for Exploration Licences ('ELA'), Exploration Permits for Minerals ('EPM') and Applications for Exploration Permit for Minerals ('EPMA') (collectively the 'Tenements') identified in Schedule 1 to this Report:
• 稍 the contracts relating to the Tenements which icon has identified to us as being material contracts to which Icon is a party ("Material Contracts"), and which are summarised in Section 10 of this Prospectus; and
• any claims lodged with the National Native Title Tribunal ("NNTT") relating to the land the subject of the 能 Tenements.

TENEMENTS 1.

We have conducted searches of the Tenements in the reaisters maintained by:

• $\mathbb{I}$ . $\mathbb{I}$ the Department of Mineral Resources (New South Wales) pursuant to the Mining Act 1992 (NSW) ("NSW Department");
• 3.2 the Department of Natural Resources and Mines (Queensland) pursuant to the Mineral Resources Act 1989 (Qld) ("Qld Department"); and
• $3,3$ the Department of Infrastructure, Energy and Resources (Tasmania) pursuant to the Mineral Resource Development Act 1995 (Tas) ("Tas Department"), (collectively the 'Departments').

As a result of these searches and our perusal of the Material Contracts, we consider that this Report provides an accurate statement as to the status of, and of Icon's interests in, the Tenements.

We have assumed the information in the registers maintained by the Departments is accurate and up to date. The references in Schedule 1 to this Report to the areas of the Tenements are taken from details shown on the Departments' registers. No survey was conducted to verify the accuracy of those areas.

We have also assumed that the Tenements have been validly granted and that the relevant Minister and persons exercising delegated authority have acted within the scope of their powers and discretions.

In respect of the Tenements of which icon is not the registered holder, icon's interests are through a wholly or majority owned subsidiary or are contractual rights to acquire an interest which depend upon the parties to each Material Contract complying with, and fulfilling the ferms of, the Material Contract and satisfaction of any conditions precedent contained therein.

MATERIAL CONTRACTS

$\mathcal{L}$

We have examined the Material Contracts described in Section 10.13 of this Prospectus. The Material Contracts appear to have been duly executed and have been, or are in the course of being, stamped and lodged in compliance with the relevant leaislation. We have assumed the authenticity of all seals and signatures, and that all of the Material Contracts are within the capacity and powers of, and have been vailaly authorised, executed and delivered by, and are binding on, each of the parties to them, comprise the entire agreement of the parties to each of them with respect to their respective subject matters, and that each party to each of the Material Contracts had. and has, full corporate power and lawful authority to observe and perform all of its obligations under them. It is our opinion, based upon an examination of the Material Contracts, that the description of them does not contain any statement or matter that is false in a material particular or is materially misleading in the form and context in which it appears. Icon has not identified to us any other material contracts relating to the Tenements.

NATIVE TITLE $\mathcal{R}$

INTRODUCTION $3.1$

From enquiries we have made of NNTT and the Departments, we are aware of certain native title claims which may impact on some of the Tenements. These are identified in Schedule 1 to this Report.

It is possible that further claims may be made in the future. Where land is subject to native title, the Native Title Act 1993 (Cth) ("NTA") imposes restrictions upon the grant of mining tenements in relation to that land, including the requirement to negotiate with native title holders. As such, the existence and determination of native title in relation to the land the subject of the Tenements could inhibit exploration and mining operations, or cause significant delays in relation to future conversion of licences and applications for mining fenements over the subject land, or possibly challenge the validity of the grant of part or all of the rights conferred therein.

As a result of the 1998 amendments to the NTA (see paragraph 3.2), registered native title claims are required to undergo a revised registration test in order to become registered by the NNT, thereby entitling claimants to certain procedural rights under the NTA, including the "right to negotiate". In Schedule 1 to this Report we have, where applicable, listed the outcome of the revised registration test to date as conducted in relation to the claims made against the Tenements.

We have not undertaken the considerable legal, historical, anthropological and ethnographic research which would be necessary to form an opinion as to whether the existing or any future claims for native title would succeed and, if so, what the implications would be for Icon. We have assumed the information in the registers maintained by the Departments and the NNTT are accurate and up to date.

STATE AND COMMONWEALTH LEGISLATION $3.2$

In 1992 the decision of the High Court in Mabo v Queenstand recognised the concept of Aboriginal native title to land where those rights survived the acquisition of sovereignty by non-indigenous people. The NTA was enacted in response to the Mabo case to regulate dealings with native title lands, and its substantive provisions commenced on 1 January 1994.

The NTA was substantially amended in 1998 in response to the 1996 High Court decision of Wik v Queensland. The Wik case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with rights held under a pastoral lease. Accordingly, the NTA [as amended] now provides a legislative scheme which sets out how native title is validly extinguished, gliows 'past acts' (including mining tenements and ancillary titles granted before 1 January 1994, which might otherwise be invalid due to the native title) and 'intermediate period acts' which took place between 1 January 1994 and 23 December 1996 to be validated, authorises valid acts in relation to native title lands occurring after the introduction of the NTA, provides for a negatiation process between government, native title and non-native title parties in relation to certain future uses of native title lands, and provides for compensation to be claimed for the extinguishment or impairment of native title. The NTA also allows the States, amonast other things, to make laws for the validation of past acts and intermediate period acts which are attributable to that State.

In New South Wales, the NTA procedures continue to apply in conjunction with the Native Title (New South Wates) Act 1994 (NSW).

In Queenstand, the NTA procedures continue to apply in conjunction with the Native Title (Queensland) Act 1993 (Qld) and, in relation to EPMAs lodged prior to 31 March 2003 only, the 'Alternative State Provisions' of the Mineral Resources Act (Qid) 1989 (Qid).

In Tasmania, the NTA procedures continue to apply in conjunction with the Native Title (fasmania) Act 1994 (Tas).

These Queensland. New South Wales and Tasmanian Acts are consistent with the standards of the NTA for future dealinas affecting native title.

It remains to be seen whether recent important native title decisions of the Hiah Court and Federal Court will result in further legislative amendments.

VALIDITY OF TITLES $3.3$

GENERAL COMMENTS $3.3.1$

With some exceptions not relevant to foon, the validity of titles, permits and approvals granted on or after $\frac{1}{3}$ January 1994 (that is, all of the Tenements) depends, to the extent that the grant of the relevant mining title affects hattive title, upon compliance with the 'future act' processes of the NTA. Under/the NTA, the grant of a mining tenement, after 1 January 1994 is generally a "future act" if the grant extinguishes of is wholly or partly inconsistent with native title, and is only permitted where the future act procedures under the NTA, and in particular the right to neapthate process, have been complied with. Future acts affecting native title are permitted under the NTA if authorised under Indigenous Land Use Agreements with native title parties which comply with the NTA, or where compliance with legislative procedures indicates an absence of native title.

Under the NTA procedure, negotiations are initiated to obtain the agreement of felevarit native title parties to the carrying out of the proposed future act on the native title land. The sght to negotidie procedures consist of a statutory period of negotiation between the relevant Government party, the native title party and the grantee, during which time the parties must negotiate in good faith. Generally the right to negotiate process involves notifying relevant Aboriginal groups of the application for a mining interest, waiting the required time period for objections from any registered native title claimants and, if there are objections from native title claimants, negotiating on the grant of the mining interest. If negotiations fall to resolve any dispute as to the grant of a mining interest the NNTT (as the arbitral body) will make a determination as to whether the grant may proceed (and it so, an what conditions). Subject to Federal Ministerial intervention or the agreement of the parties, the decision of the NNT will defermine whether the mining interest is granted.

Generally the right to negotiate procedures only apply to native title claimants whose cigims have been accepted for registration at the relevant time.

In relation to certain ELs and EPMs an expedited procedure may be followed (if it is not successfully objected to) provided the grant is not likely to directly interfere with the native title holders community or social activities, interfere with areas or sites of particular significance, or involve major disturbance to land or waters or create rights whose

exercise is likely to do so. If the expedited procedure applies, then the EL or EPM may be granted without going through the right to negotiate.

For future purposes, it is important to note that where it is proposed to convert all or any part of an exploration licence to a mining lease it will be necessary to go through the right to negotiate process with any native title holders or claimants whose claims are accepted for registration at the relevant time. Certain of the New South Wales and Queensland tenements are currently subject to native title claims and other claims may arise in future. The tenement holder, applying to convert, may negotiate and enter into agreements with native fille claimants or holders in relation to the grant of mining lease applications in future. Any such agreements may, depending on their terms, affect the costs or economics of any mining project the tenement holder may wish to conduct. In the absence of a negotiated agreement with the native title claimants, there is no quarantee that passing through the native title future act processes will result in mining lease applications ultimately being granted.

The NTA provides for a right of compensation in favour of affected native title parties to the extent that the future acts extinguish or impair the relevant native little parties' rights to the continued enjoyment of their traditional rights over land comprised within the grants. The right to compensation only grises after the native title has been determined by the Court to exist. At the date of this Report, it is not possible to assess the level of compensation which may be payable to native title parties in relation to any arants of the Tenements made under the NTA procedures. Each of the Minerals Resources Act 1989 (Qtd), the Mining Act 1992 (NSW) and the Mineral Resources Development Act 1995 (Tas) provides that the applicant for, or holder of, a mining tenement is liable for compensation payable to native title holders in connection with the grant of a mining tenement.

NEW SOUTH WALES TENEMENTS $3.3.2$

We comment in relation to each project area as follows. However, as we have not underlaken the detailed underlying tenure investigations necessary to conclusively establish the existence of native title in relation to each tenement our comments are of a general nature only.

CENTRAL NEW SOUTH WALES PROJECT

The Central New South Wales Project area (comprising EL 6291 and EL 6532) is situated mainly on freehold land, with some areas of Crown land and State forest land.

To the extent that an unqualified freehold grant over land within the area of the tenements was made before 1 January 1994, the grant would have extinguished any native title which may have existed over that land. Crown land and, in certain circumstances, State forest land admits the continued existence of native title rights and interests, to the extent that such native title rights and interests have continued to exist in accordance with Aboriginal traditional custom and are not inconsistent with any extinguishing event.

These tenements do not presently fail within the area of a registered native title claim.

NORTHEASTERN NEW SOUTH WALES PROJECT

The Northeastern New South Wales Project area (comprising EL 6297, EL 6298, EL 6387, ELA 2655, ELA 2656 and ELA 2657) is situated mainly on freehold land, with some areas of Crown land, State forest land and National Parks. To the extent that an unqualified freehold grant over land within the area of the tenements was made before 1 January 1994, the grant would have extinguished any native title which may have existed over that land. Crown land and, in certain circumstances, State forest land and National Parks admits the continued existence of native title rights and interests, to the extent that such native title rights and interests have continued to exist in accordance with Aboriginal traditional custom and are not inconsistent with any extinguishing event.

EL 6297 and ELA 2657 fall within the area of Claim No NC 98/17 (Nucoorlima Clan of the Gamilaaroy Aboriginal People). This claim has been accepted for registration such that the claimants are entitled to the right to negotiate. We are instructed that a native title agreement has not been entered into with the native title parties, but that heritage clearances are sought as required for exploration activities.

$3, 3, 3$ QUEENSLAND TENEMENTS

We comment in retation to each project area as follows. However, as we have not underfaken the detailed underlying tenure investigations necessary to conclusively establish the existence of native title in relation to each tenement our comments are of a general nature only.

NORTHWESTERN QUEENSLAND PROJECT

The Northwestern Queensland Project area (comprising EPM 14589, EPMA 15368, EPMA 15386, EPMA 15387 and EPMA 15388) is situated mainly on 'non-exclusive' land, with EPM 14589 including some area of 'exclusive' land where native filte has been extinavished. Non-exclusive land admits the continued existence/of native-fiffe flakts and interests, to the extent that such native title rights and interests have continued to exist in accordance with Aboriainal traditional custom and are not inconsistent with any extinguishing event.

EPM 14589 falls within the area of Claim No QC 99/23 (Waanyi Peoples), EPMA 15368 falls within the area of Claim Na QC 04/05 (Ganaalidda and Garawa Peoples) and Claim No QC 05/03 (Ganaalidda arid Garawa People No 2) and EPMA 15386 fails within the area of Claim No QC 05/03 (Gangalidda and Garayka People No.2). These claims have been accepted for registration such that the claimants are entitled to the right to negotiate.

A Native Title and Heritage Protection Agreement has been entered into with the Waanyi/Peoples With respect to EPM 14589.

With respect to the other EPMs and EPMAs falling within this project area/we are instructed that native title agreements have not been entered into with the native title parties, but that heritage/clearances are sought as required for exploration activities.

SOUTHEASTERN QUEENSLAND

The Southeastern Queensland Project area (comprising EPM 15007 and EPIAA 15491) is situated mainly on "exclusive" land where native title has been extinguished, with EPM 15007 including some area of "non-exclusive fanci. Nonexclusive land admits the continued existence of native title rights and inferests, to the extent that such native title rights and interests have continued to exist in accordance with Aboriginal traditional custom and are not inconsistent with any extinguishing event.

EPM 15007 and EPMA 15401 do not presently fail within the area bf a registered native fitte claim.

$3.3.4$ TASMANIAN TENEMENTS

We comment in relation to the Western Tasmania Project area as follows. However, as we have not undertaken the detailed underlying tenure investigations necessary to conclusively establish the existence of native title in relation to each tenement our comments are of a general nature only.

The Western Tasmania Project area (comprising EL 47/2004 and EL\8/2005) is situated on Crown land. Crown landt admits the continued existence of native fitte rights and interests, to the extent that such hative title rights and interests have continued to exist in accordance with Aboriginal traditional custom and are not inconsistent with any extinguishing event.

EL 47/2004 and EL 8/2005 do not presently fall within the area of a reastered hative fille claim.

TENEMENTS - GENERAL COMMENTS Â.

NEW SOUTH WALES $4.1$

Els are issued subject to standard terms and conditions under the Mining Act 1992 (NSW). The initial term of an EL must not exceed five years, may be renewed for up to five years, and may be granted over an area between one and 100 units (being units into which a 'block' as defined in the Act is divided). The Ministermay impose such ofher conditions including in relation to payment of royalties on minerals recovered, expenditure requirements and security to be provided in respect of the EL obligations, however there is no rental imposed. An EL may not be transferred without obtaining Ministerial consent.

Any dispute as to the priority of competing ELAs over the same land is as determined by the Minister.

$4.2$ QUEENSLAND

Under the Mineral Resources Act 1989 (Qid) an EPM is issued subject to a standard schedule of general exclusions and conditions. An EPM may be issued for an initial term not exceeding five years, which term may be extended but not so as to exceed five years funtess otherwise determined by the Minister) and in the case of all minerals other than coal, may be issued over an areal not exceeding 100 sub-blocks (as defined in the Act). The size of an EPM must be reduced 24 months from its arant and each 12 months thereafter so that the area to be retained (which must consist of whole sub-blocks) for the next 12 months does not exceed half the licensed area at the start of the initial 24 month period or subsequent 12 month period, unless the Minister directs a greater or lesser reduction. EPM conditions include obligations relating to notice of entry on to land, rehabilitation, payment of rent and compensation for damage, security depositional reporting requirements. An EPM may not be assigned without the written consent of the Minister. The rental for an EPM is \$116.70 per sub-block per year.

An EPMA lodged in accordance with the requirements of the Mineral Resources Act 1989 (Qid) gives priority over the relevant land pending determination of the application by the Minister.

$4.3$ TASMANIA

Under the Mineral Resources Development Act 1995 (Tas), an EL is subject to the conditions set out in the Act. ELs relating to Category 1 minerals are issued for a term of five years (unless revoked earlier). Upon application, the Minister may grant an extension of the term for any further period the Minister determines, with or without conditions. The area comprised in an EL in respect of Category 1 minerals must not exceed 250 square kilometres and must not include an area which is already a mineral tenement in respect of the same minerals or is the subject of an application for a retention licence or lease.

The rental for an EL for minerals (other than oil) is \$15 per square kilometre for each of the first two periods of 12 months and \$30 per square kitometre for each subsequent period of 12 months during the term. The holder of an EL must make a minimum expenditure each year as the Minister determines. An EL must not be transferred without the Minister's approval.

ELAs in respect of part or all of the same land are generally given priority in the order in which they are received, if received on different days. If ELAs are received on the same day, then generally the priority is as determined by the Director.

$4.4$ OTHER OBLIGATIONS

The Mining Act 1992 (NSW), the Mineral Resources Act 1989 (Qid) and the Mineral Resources Development Act 1995 (Tas) also impose obligations upon the holder of a mining title (whether an EL or EPM) in relation to entry to and use of land, notice requirements and compensation to the landholder. The tenement holder must give written notice to landholders of the relevant land (including native title holders), before entering the land for exploration or mining

purposes. The holder of a mining title is also required to compensate every person having an interest in any land upon which mining operations are carried out in pursuance of the relevant Act, and which includes persons holding native title in the relevant land. Compensation may be by agreement or else determined by the Court or Tribunal, as the case may be. Obligations are also imposed in relation to compliance with environmental, conservation and heritage obligations and rehabilitation requirements.

OTHER APPLICABLE LEGISLATION $E_{\rm X}^{\rm eff}$ .

Other State and Commonwealth legislation applicable to Icon's operations on the Tenements includes:

• $5.3$ The Aboriainal and Torres Strait islander Heritage Protection Act 1984 (Cth) provides for the preservation of areas and objects which are of particular significance to Aboriginals in accordance with Aboriginal fradition, and may have the potential to half exploration activities if the Minister makes a declaration for protection and preservation of an area of Aboriginal significance under the Act.
• 5.2 In Queensiand, the Aboriginal Cultural Heritage Act 2003 (Qia) applies to the protection of sites and objects of significance to the Aboridinal tradition in Queensland.
• $5.3$ In New South Wates, the Heritage Act 1977 (NSW) includes provision for Aboriginal heritage issues, and protection for Aboriginal places and relics is also provided for under the National Parks and Wildlife Act 1974 (NSW).
• $5.4$ In Tasmania:
• $5.4.$ the Aboriginal Relics Act 1975 (Tas) makes provision for the protection of Aboriginal relics;
• $5.4.2$ the Land Use Planning and Approvals Act 1993 (Tas) provides the mechanisms and processes in relation to land use planning and approvals. A planning application must be submitted to the planning authority (that is, the relevant council) before commencing any development or use (that is, the manner of utilising the land) on the land; and
• 5.4.3 the Mining (Strategic Prospectivity Zones) Act 1993 (Tas) ensures that, for mining purposes, there will be continuing access to certain areas of the State which have high potential for effective and efficient mining for minerals. The Act establishes seven strategic prospectivity zones within which the status of Crown land cannot be changed unless both Houses of the Tasmanian Parliament or the Director of Mines (for smaller land parcels) resolve to do so. The Act also provides for compensation to mining licence holders where the use of licensed land is changed, causing revocation of a mining licence.
• -5.5 The Mining Act 1992 (NSW), the Mineral Resources Act 1989 (Qld) and the Mineral Resources Development Act 1995 (Tas) each include obligations requiring tenements to be rehabilitated. In addition to the obligations imposed by the Environment Protection and Biodiversity Conservation Act 1999 (Cth), the provisions of New South Wales, Queensland and Tasmanian environmental protection legislation applicable to fcon's operations on the tenements in each of those States are set out in the Protection of the Environment Operations Act 1997 (NSW), the Environmental Protection Act 1994 (Qld) and the Environmental Management and Poliction Control Act 1994 (Tas) respectively.

CONSENT AND DECLARATIONS

The partners of O'Loughlins Lawyers and the staff involved in the preparation of this Report have no interest in or financial relationship with Icon. Other than a fime based fee for the preparation of this Report, no pecuniary or other benefit, direct or indirect, has been received by OfLoughlins Lawyers in connection with the making of this Report. In providing this Report we have relied on (and have not sought to verify) the accuracy of information provided to us by the Departments and the NNTI in response to our searches of their records and registers. In reliance upon this information, we believe this Report does not contain anything which is false in a material particular or which is materially misleading in the form and context in which it appears. We have not undertaken any additional searches of other government gaencies or of Courts or Tribunals.

We have aiven, and have not before the lodgement of the Prospectus withdrawn, our consent to the issue of the Prospectus with this Report in the form and context in which it is included.

Yours faithfully

Ă.

Ologlia ingur

O'Loughlins

NOTES

• Security of \$10,000 held as required by the terms of the EL Π.
• $\bar{Z}$ Transfer to foan received by the NSW Department on 3 August 2005 (pending).
• Transfer to Cast Resources Pty Limited received by the Qfd Department on 5 August 2005 (pending). $\hat{\beta}$ .
• Cast Resources Pty Limited is a wholly-owned subsidiary of lcon.
• Á. Heads of Agreement dated 17 February 2006 between Cast Resources Ply Limited and Zinifex
• Century Limited (refer Material Confracts Section 10.13c) of this Prospectus). $S$ Native Title and Heritage Profection Agreement (undated) between Tackle Resources Pty Limited and the Waarwi People
• Agreement dated 21 January 2006 between Golden Reef Enterprises Pty Limited and Icon (refer 6. Material Contracts Section 10.13a) of this Prospectus).
• 7 Troutstone Pty Limited is a wholly-owned subsidiary of Icon.
• 1. Security of \$8,000 held as required by the terms of the EL.
• South Eastern Resources Limited is a two thirds majority owned subsidiary of Icon (reter Moterial $\mathbb Q$ Contracts Section 10.13b) of this Prospectus).
• Option Agreement dated 26 October 2005 between South Eastern Resources Limited and Zinifex Australia $30^{\circ}$ Limited (refer Material Contracts Section 10.13d) of this Prospectus).
• 1. Security of \$6,000 held as required by the terms of the EL.

SUMMARY OF NATIVE TITLE CLAIMS

	Accepted for registration		Nuccorlima Clan of the Gamilaaroy Aboriginal People
AS BEAT	Accepted for registration	Waanyi Peoples
	Accepted for registration		Gangalidda and Garawa Peoples
	Accepted for registration		Gangalidda and Garawa People No. 2

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	RANG NO. C C D C C C C C C C C C C C C C C C C C Z Z	Crow King	Redline (NSW) iscer Hocker Sara Solo Z Z		EPM 14589 Eixabeth Creek Granteay Weapong Ž L $\frac{1}{\alpha}$
	S 9 $\frac{1}{2}$ ana amin'ny	8 1	$\begin{array}{c}\n\frac{3}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1}{2} \ \frac{1$ io Col 90 U	$\begin{array}{c} 3 \ 3 \ 4 \end{array}$	$\frac{1}{10}$ $\lambda$ $\frac{95}{10}$
		i Vite Vite Vite		ien sourr Vers NORTHAMIRON New South Nates

$^*$ One sub-block is approximately 3.2km $^2$ * One unit is approximately 3km²

783
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40 - An Ann Ann Ann an Aon	The Marian Corporation 30 - 20 - 20 - 20 - 20 - 20 - 20 - 20 -	۳. مه $\tilde{\circ}$ 43. WWW. 7000000000	$\frac{1}{\alpha}$ $\frac{1}{2}$
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es censo CONTROL to Le a M	Tioustone itultatio R Ka $\frac{\omega}{\psi}$	Troutstone Toistone CON Š MAN	Resources Resources $\begin{array}{c} \epsilon \ \epsilon \ \epsilon \ \epsilon \end{array}$ Easen $\frac{1}{\tilde{S}}$ $\begin{array}{c} \mathfrak{L} \ \vec{\delta} \ \vec{\delta} \end{array}$ ŋ £
ž S	$\tilde{z}$ ia. ing pang	LO SUI ن مرکز 20 is So O Density $\frac{\hat{\omega}}{\omega}$ I to eo c	Record Ř C C O es R
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	3 经盘组	SS ISS i La í H H A. Car	EL47/2004 Henry Road E(2005
NORTHWESTERN QUEENSLAND CUEENSLAND	NORTHWESTERN GUELENSLAND CUELENSLAND	SOUTHEASTERN QUEENSLAND Production

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⁸¹49

$10.3$ INCORPORATION

Icon Resources was incorporated as a proprietary company on 28 June 2005 and converted to a public company on 14 March 2006.

$10.2$ TAX STATUS

The Company will be taxed as an Australian resident at the prevailing corporate tax rate which is currently 30%.

103 LITIGATION

The Directors are not aware of any leads proceedings which have been threatened or actually commenced against the Company.

$10.4$ DIRECTORS' RELEVANT INTERESTS

$\mathbb{C}$ Interests in Securities

The following table shows the interest of each Director and his associates in securities of the Company:

$# 3 \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2}$ TAXOYATAN	E THE LEAD 81.	NILLE CO. Graferba
erster en ka	1.542.857	500.000
SATISTIKA (ATALIAN ATA	1.542.857	C.
bebenika e esta de la f	50.000	Ω
TROMA MARKETING NASOTRA TA MA $\pm 10^{12}$ and $\pm 10^{12}$	4,345/14	m 88888
Antara mana	150.000	0
CONTRACTOR ENTERFRISES PIY 17D 2	3055714	臓

• $\tilde{\chi}$ Associated with John Bishop
• $\hat{z}$ Associated with Stephen Bartrop
• $\mathfrak{Z}$ Associated with Andrew White
• ź. All options issued March 2006 with an exercise price of 30 cents and an expiry date 8 March. 2011

Interests of Directors bì

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• * the formation or promotion of the Company:
• * property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of the Shares: or
• * the Offer of the Shares.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or given or agreed to be paid or given to any Director or to any company or firm-with which a Director is associated to induce him to become, or to quality as, a Director, or otherwise for selvices rendered by him or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Offer of the Shares.

Each of the Directors is, or was, associated with companies which owned Tenements which have been, or are in the process of being, transferred to the Company or a/subsidiary in refurn for the issue of promoter Shares to that Director or his associate.

By Agreement for the Sale and Transfehot Mining Tenements dafed 21 January 2006 (desartbed)in section 10.13a), the Company purchased for \$1 certain Queensland tenements from Golden Reef Enterprises/Ptv Ltd, a company associated with Dr Andrew Whitel.

By Agreement for the Sale and Purchase of Shares dated 1'6 Januáry 2006 (described in Section 10.13b)). the Company issued 200,000 Shares to Dr John Bishop in consideration for the purchase of certain shares in South Eastern Resources Lfd.

The Company has issued 150,000 Shares to Dr Andrew White and \$0,000 shares to Mr Stephen Bartrop in lieu of non-executive Director's fees for 2006.

Remuneration of Directors $\mathbb{C}^3$

Directors are entitled to remuneration out of the funds of the Compaky but the remuneration of the nan-executive, Directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose. The aggrègate rémuneration of the non-executive Directors has been fixed at a maximurit of \$200,000 per annum \ (allowing for the appointment of future Directors) to be apportioned almong the non-executive Directors in such manner\as they\determine. Directors are also entitled to be pájd reasónable fravelling, accommodation j

and other expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution of their duties as Directors.

The remuneration of Dr John Bishop, the Managina Director, is set out in Section 10.13e).

10.5 INTERESTS OF NAMED PERSONS

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

• . The formation or promotion of the Company; or
• * property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer under this Prospectus; or
• . the Offer under this Prospectus.

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

ABN AMRO Morgans Limited has agreed to act as sponsoring broker in respect of the Offer persuant to the agreement described in Section 10.13f) of this Prospectus.

Barnes Dowell James have acted as independent accountants in relation to the Offer. As independent accountants, 8DJ have been involved in undertaking due diligence in relation to financial and taxation matters and preparing pro-forma financial accounts, and have prepared the Independent Accountant's Report which has been included in this Prospectus. In

respect of this work the Company has agreed to pay 8DJ a fotal of \$6,000 for these services.

Barnes Dowell James are the auditors to the Company. and will undertake the audit of the Company's financial statements for the period ended 30 June 2006.

O'Loughlins Lawyers have acted as the solicitors to the Company in relation to the Offer and have prepared the Solicitor's Report which has been included in this Prospectus, and in that capacity and otherwise assisting the Company with the preparation of this Prospectus, Oftoughlins Lawyers have been involved in undertaking certain due difigence enquiries in relation to lead matters and providing lead advice to the Company in relation to the Offer, in respect of this work, the Company has agreed to pay O'Loughlins Lawyers \$55,000 for these services up to the date of this Prospectus, Of Loughlins Lawyers has armay receive professional fees at their normal rates for other leadi work for the Company.

Goldner & Associates will receive professional fees of \$85,000 for the provision of the Independent Geologist's Report.

Computershare Investor Services Pty Limited has agreed to provide share registry services to the Company in accordance with a detailed schedule of fees listed in its "Proposal to Provide IPO and Realstry Services" dated 2 March 2006.

EXPENSES OF THE OFFER $30.6$

Actual and estimated expenses connected with the Offer are payable by the Company; these expenses are as follows:

maa aan ah ah ah ah ah ah ah ah ah ah ah ah ah 6844089		16000
E KATALIA SA KA		155.000
11992239311924224		485.003
BEATER OF LEASE REMAINS		3200.000
E AN THUR AN ANG ANG ANG A 1944 - Martin Amerika		377 O.O
1978 - Alexandr Maria Alexandr 1978 - The Albert College and State College and State and State and State and State and State and State and
1999 - 1999 - 1999 - 1999		820 OOO
TOXY WE		RAIRA OF Y

CONSENTS $10.7$

Each of the parties referred to in this Section 10.7:

• $\alpha$ Does not make, or purport to make, any statement in this Prospectus or an which a statement made in the Prospectus is based. other than as specified in this Section 10.7; and
• $|D\rangle$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 10.7.

Goldner and Associates have given their written consent to the inclusion in Section 7 of this Prospectus of their Independent Geologist's Report and to all statements referring to that report in the form and context in which they appear and have not withdrawn such consent before lodgement of this Prospectus with ASIC.

Barnes Dowell James have aiven their written consent to the inclusion in Section 8 of this Prospectus of their Independent Accountant's Report and to all statements referring to that report in the form and context in which they appear and have not withdrawn such consent before lodgement of this Prospectus with ASIC.

O'Loughlins Lawyers have given their written consent to the inclusion in Section 9 of their Solicitor's Report and to all statements referring to that report in the form and context in which they appear and have not withdrawn such consent before lodgement of this Prospectus with ASIC.

ABN AMRO Margans Limited has given and, as at the date hereof, has not withdrawn its written consent before lodgement of this Prospectus with ASIC, to be named in this Prospectus as the sponsoring broker in the form and context in which it is named. ABN AMRO Morgans Limited has had no involvement in the preparation of any part of this Prospectus other than recording of its name as sponsoring broker. ABN AMRO Morgans Limited has not authorised or caused issue of this Prospectus and does not make or purport to make any statement in the Prospectus and expressly discaims and takes no responsibility for any part of this Prospectus.

Computershare Investor Services Pty Limited has given and, as at the date hereof, has not withdrawn its written consent to be named as share reaistrar in the form and context in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of this Prospectus other than being named as share reaistrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

Furthermore, each of the following has consented in writing to being named in the Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prespectus with ASIC:

• Barne's Dowell James as Auditors and Independent Accountants:
• O'Vouahlińs Lawyers as the Solicitions fo thé Company;
• $\operatorname{\mathsf{\mathfrak{G}oldne!}\nolimits}$ and Associates as the $\overline{\ }$ ndependent $\overline{\mathbb{C}}$ eoloaist.

There are a number of other persons referred to in ) this Prospectus who are not experts and who have not made sfatements incidated in this Prospectius don are there dny statements/made in this Praspectus(on) the basis of any statements made by those persons. These persons did not consent to being named in the Prospectus and did not authorise or cause the issue of the Prospectus.

Copies of the consents to the issue of this Prospectus are available for inspection, without charge, at the registered office of the Campany.

10.8 DETAILS OF THE EXISTING SHAREHOLDERS AND OPTIONHOLDERS

The holders of Shares and Options in the Company prior to this Offer are as follows:

1978. 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 - 1989 -	维罗道	ISSUED:	NM RIS W e de la composició de la composició de la composició de la composició de la composició de la composició de la
en ya bashi a	222.171	111
CAC MARK LANGING AND	679.486.	an an Dùbhl	w
PTY 14D 2000 1000 1000	629,486	315	$\ddot{\rm o}$
ALISONALISE
A TOXY YOU MONTH THE REAL RESOURCES PTY		4.345.7141 21.75	31
KENTURK MARKET AND ARRANGEMENT OF THE AUTHOR
STARRIT MARKET STARRE	50.000	0.25	UW.
Collelelle in	1,542,857	71	500.000
STREET SECTION	1,542.857	7.	w
e de la provincia de la provincia della provincia della provincia della provincia della provincia della provi	4345714	21.73	Ó
ROCH EXISTENT	1,465,714	-7.00	5003900
ang pertama	1,465,714	733	0
NEERICKOXIIIIIIIIIII	164.286	0.77	OW.
12011 Toler (2011)
SE modornom modernom a erte e e sorte	150.000	0.75	Ď.
CONDUCTIVE	3036715	15.43	m
BYLEKELING WAS MIDDE
kesminingininginingining
Alkabana t un dalam salah dad	370,286	1.85	Ñ.
TATE CONTROL	۵W	W.	50.000
START START START START START START START START START START START START START START START START START START ST	Ō	0	150.000
0.82.97

10.9 RIGHTS ATTACHING TO SHARES

The Shares to be issued under this Prospectus will rank equally with the fully paid ordinary shares in the Company. The rights attaching to shares are set out in the Company's Constitution, and, in certain circumstances, are regulated by the Corporations Act, the ASX Listing Rules and general law. The Constitution of the Company may be inspected during normal business hours at the reaistered office of the Company.

The following is a summary of the more significant rights of the holders of ordinary shares of the Company. This summary is not exhaustive nor does it constitute a definitive statement of the rights and lightlifies of the Company's members. The summary assumes that the Company is admitted to the Official List of ASX.

General Meetina a)

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents reasired to be sent to members under the Company's Constitution, the Corporations Act or the Listing Rules.

$\mathbf{b}$ Vofina

Subject to any rights or restrictions for the time being attached to any class or classes of shares whether by the terms of their issue, the Constitution, the Corporations Act or the ASX Esting Rules, at a general meeting of the Company every holder of fully paid ordinary shares present in person or by a representative has one vote on a show of hands and every such holder present in person or by a representative, proxy or attorney has one vote per share on a poll. A person who holds an ordinary share which is not fully paid is entitled. on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the fotal issue price of the share. A member is not entitled to vote unless all calls and other sums presently payable by the member in respect of shares in the Company have been paid. Where there are two or more joint holders of the share and more than one of them is present at a meeting. and tenders a vote in respect of the share (whether inperson or by proxy or attorney), the Company will count only the vote cast by the member whose name appears before the other(s) in the Company's register of members.

$C^{\frac{5}{2}}$ Issues of Further Shares

The Directors may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the ferms, with the rights, and at the times that the Directors decide, However, the Directors must act in accordance with the restrictions imposed by the Company's Constitution, the ASX Esting Rules, the Corporations Act and any rights for the time being attached to the shares in special classes of shares.

dì Variation of Rights

At present, the Company has on issue one class of

shares only, namely ordinary shares. The rights attached to the shares in any class may be altered only by a special resolution of the Company and a special resolution passed at a separate meeting of the holders of the issued shares of the affected class, or with the written consent of the holders of at least three auarters of the issued shares of the affected class.

$\Theta$ Transfer of Shares

Subject to the Company's Constitution, the Corporations Act, the ASTC Settlement Rules and the ASX Listing Rules, ordinary shares are freely transferable.

The shares may be transferred by a proper transfer effected in accordance with ASTC Settlement Rules, by any other method of transferring or dealing introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of fransfer in any usual form or in any other form approved by the Directors that is permitted by the Corporations Act. The Companymay decline to register a transfer of shares in the circumstances described in the Company's Constitution and where permitted to do so under the ASX Listing Rules. If the Company declines to register a transfer, the Company must, within five business days after the transfer is lodged with the Company, give the lodging party written notice of the refusal and the reasons for refusal. The Directors must decline to realster a fransfer of shares when required by law, by the ASX Listing Rules or by the ASTC Settlement Rules.

賛 Partly Paid Shares

The Directors may, subject to compliance with the Company's Constitution, the Corporations Act and the ASX Listing Rules, issue partly paid shares upon which amounts are or may become payable at a future time(s) in satisfaction of all or part of the unpaid issue price.

dł Dividends

The Company in general meeting may declare a dividend if the Directors have recommended a dividend, and a dividend shall not exceed the amount recommended by the Directors. The Directors may authorise the payment to the members of such interimdividends as appear to the Directors to be justified by the Company's profits and for that purpose may declare such interim dividends.

Subject to the rights of members entitled to shares with

special rights as to dividend (if any), all dividends in respect of shares (including ordinary shares) are to be declared and paid proportionally to the amount paid up or credited as paid up on the shares.

h) Winding Up

Subject to the rights of holders of shares with special rights in a winding up, if the Company is wound up, members (including holders of ordinary shares) will be entited to participate in any surplus assets of the Company in proportion to the shares held by them respectively irrespective of the amount paid up or credified as paid up on the shares.

Dividend Plans $\Omega$

The Directors or the members of the Company, in general meeting, may authorise the Directors to $\setminus$ establish and maintairí dividénd plans under which (among other things) a member may elect that dividends payable by the Company be reinvested by way of subscription for shares in the Company or a member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement. including the issue of/shares/

Directors Ĥ

The Company's Constitution states that the minimum number of directors is three.

$/$ Powers of the Board $\,$ 长

The Directors frave power to manage the business of the Company and may bxercise that power to the exclusion of the members, except as otherwise required by the Corporations Act, day other law, the ASX Listing Rules of the Company's Constitution.

10.10 EXISTING OPTIONS

The Options which have diready been issued prior to the date of this Prospectus were granted on the following\ terms and conditions:

The Optionholder is entitled on payment a) of \$0,30 cents per share ("the Exercise Price") to be allotted one ordinary fully paid share in the Company for each Option exercised (subject to possible dajustments) referred to below).

The Options held by the Optionhoider are: b) exercisable in whole or in part at any time on or before midnight on 8 March 2011 ("Exercise Period"). Options not exercised before the expiry of the Exercise Period will lapse.

Options are exercisable by notice in writing to the $\mathbb{C}^{\mathbb{N}}$ Board delivered to the registered office of the Company. and payment of the Exercise Price in cleared funds.

The Company will not apply for official dì guatation on ASX of the Options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the Options. Those Shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the Options will auditiv for dividends declared after the date of their allotment.

Subject to any restriction agreement entered $\circ$ ) into by an Optionholder pursuant to the Estina Rules. Options are freely transferable.

髾 If at any time before expiry of the Exercise Period the Optionholder dies, the legal personal representative of the deceased Optionholder may:

• elect to be registered as the new holder of the Options,
• whether or not he becomes so registered, exercise those Options in accordance with the terms and conditions on which they were granted.
• if the deceased has already exercised Options, pay the exercise price in respect of those Options.

An Optionholder may only participate in new g) issues of securities to holders of ordinary shares in the Company if the Option has been exercised and shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must aive prior notice to the Optionholder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listina Rules,

行き If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the Option is exercisable will be increased by the number of ordinary shares which the holder of the Option would have received if the

Option had been exercised before the record date for the bonus issue.

Ĥ. If the Company makes a rights issue (other than a bonus issue), the exercise price of Options on issue will be reduced according to the following formula:

$$
A = \frac{O - E(P - (S + D))}{(N + 1)}
$$

Where:

• $A =$ the new exercise price of the Option:
• $\bigcirc$ = the old exercise price of the Option;
• $F =$ the number of underlying ordinary shares into which one Option is exercisable:
• $P =$ the average closing sale price per ordinary share (weighted by reference to volume). recorded on the stockmarket of ASX during the five trading days immediately preceding the exidants date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);
• $\mathbb{S}^{\perp}$ = the subscription price for a security under the pro rata issue:
• $D =$ the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro-rata issue); and
• $N =$ the number of securities with rights or entitiements that must be held to receive a right to one new security.

If, during the currency of the Options the issued Ĥ. capital of the Company is rearganised, those Options will be reorganised to the extent necessary to comply with ASX Listing Rules.

TO TT EMPLOYEE SHARE OPTION PLAN

The Company has established The Icon Resources Limited Employee Share Option Plan ("Plan") to assist in the attraction, retention and motivation of employees of the Company and its related bodies corporate ("Group"). No options have been granted under the Plan as at the date of this Prospectus. A summary of the Rules of the Plan is set out below.

All employees (full and part-time) will be eliable to participate in the Plan after a qualifying period of 12 months' employment by a member of the Group, although the Board may waive this reautrement. Contractors will also be eliable to participate in the Plan after a qualifying period of 12 months' service to a member of the Group provided they receive 80% or more of their income in the year preceding the issue of options from the Group.

Directors (whether executive or non-executive) and secretaries of a Group company are also eligible to participate in the Plan.

The allocation of options to each eligible person is at the discretion of the Board.

If permitted by the Board, options may be issued to an eligible person's nominee (for example, a spouse or family company).

Each option is to subscribe for one fully paid ordinary share in the Company and will expire five years from its date of issue. An option is exercisable at any time from its date of issue.

Options will be issued free. The exercise price of options will be defermined by the Board, subject to a minimum price equal to the market value of the Company's shares at the time the Board resolves to offer those options. The total number of shares the subject of options issued under the Plan, when aggregated with issues during the previous five years pursuant to the Pianand any other employee share plan, must not exceed 5% of the Company's issued share capital.

If, prior to the expiry date of options, an eligible person who is an employee ceases to be an employee of a Group company for any reason other than retirement at age 60 or more (or such earlier age as

the Board permits), permanent disability, redundancy or death, the options held by that person (or that person's nominee) must be exercised within one month thereatter otherwise they will automatically lapse. If a person dies, the options held by that person will be exercisable by that person's legal personal representative.

Options cannot be transferred other than to the legal personal representative of a decedsed optiompoider.

The Company will not apply/for official quotation of any options.

Shares issued as a result of the exercise of options will rank equally with the Comparty's previously issued shares.

Optionholders may only participate in new issues of securities by first exercising their aptions.

If there is a bonus' share issue to the holders of shares, the number of share's over which an option is exercisable. will be increased by the number of shares which the optionholder (would trave repeived it the option had been exercised before the record date for the bonus issue.

If there is $\acute{\alpha}$ pro rata issue (other than a panus share) issued) to the holders of shares, the exercise price of an option will be réduced to take account of the effect of the pro-rata issue in accordance with the formula in-Section 10.10(1) of this Prospectus.

If there is a reorganisation of the issued dapital of the Company, unexerbised options will be repractised in accordance with the Listing Rules.

The Board may are not the Plan Rules subject to the registements of the Listing Rules.

10.12 CORPORATE GOVERNANCE

This summary identifies the main corporate governance policies and practices adopted by the Company's Board. The Board and the management team are committed to high standards of corporate governance in the performance of their duties.

The role of the Board $\mathbb{C}$

The Board is responsible for:

• setting and reviewing strategic direction and planning:
• reviewing financial and operational performance:
• establishing and monitoring delegated authorities:
• identifving principal risks and reviewing risk management strategies; and
• considering and reviewing major business and material transactions.

In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the Company, including employees, customers, the government and the community.

b) Composition of the Board

The Board seeks to nominate persons for appointment to the Board who have the suitable qualifications, experience and skills to augment the capabilities of the Board. The Board supports the principle of having a majority of non-executive and independent directors. on the Board, but is mindful that in the early stages of development of the Company's business pian, other competing priorities, which may impact on the Board's structure, could be of greater importance to the shareholders in terms of preserving and growing shareholder wealth, than the independence of the directors

The Board will maximise non-executive and independent representation on the Board within the constraints of prudent management practice.

$C^{\dagger}$ Board Committees

The Company will maintain three standing committees:

• the audit and risk management committee:
• the remuneration committee: and
• the nomination committee.

Additional board committees may be formed femporarily for specific purposes and/or to exercise specified authority of the Board. Board members are not provided with any additional remuneration in respect of any standing board committee memberships.

10.13 MATERIAL CONTRACTS

The Directors consider that the material contracts described below are the contracts which an investor. would reasonably regard as material and which investors and their professional advisors would reasonably expect to find described in the Prospectus for the purpose of making an informed assessment of the Offer. A summary of the more important details of each of these material contracts is set out below.

a) Aareement for the Sale and Transfer of Minina Tenements, By Agreement dated 21 January 2006, the Company purchased Queensland EPM 15007 (Warwick). EPMA 15308 (Amiens), EPMA 15368 (Burketown) and EPMA 15386, 15387 and 15388 (Leichhardt North, Leichhardt Central and Leichhardt South) from Golden-Reef Enterprises Pty Ltd for \$1.

The Agreement is subject to the approval of the transferof the tenements by the Minister under the Mineral Resources Act 1989 (Qtd).

b) Agreements for Sale and Purchase of Shares - South Eastern Resources Ltd ("SER"). By Agreement dated 16 January 2006, the Company purchased:

• one million shares in SER from Roger. Lewis for 100,000 Shares in the Company:
• one million shares in SER from Amelia Lewis for 100,000 Shares in the Company; and
• two million shares in SER from Liddinaton Technology Pty Ltd for 200,000 Shares in the Company.

By Agreement dated 16 January 2006, the Company purchased:

• one million shares in SER from John Bishop:
• one million shares in SER from Sarah Bishop; and
• two million shares in SER from Milite Geophysics Pty Ltd.

In consideration for these acausstions, the Company issued:

• 200,000 Shares to John Bishop: and k.
• 200,000 Shares to Sarah Bishop.

As a result of these Agreements, the Company currently owns two thirds of the shares in SER.

By letter agreement dated 7 March 2006, the Company agreed to purchase the remaining four million shares in SER from Melissa Fraser, Lenwire Pty Ltd and Gregory Barns.

The purchase price is payable by way of a nonrefundable \$20,000 deposit with the balance of \$140,000 to be paid on or before 30 June 2006.

Heads of Agreement between Cast Resources $\mathbb{C}^3$ Pty Ltd ("Cast") and Zinifex Century Ltd ("Zinifex Century") By Agreement dated 17 February 2006 between Cast and Zinifex Century, the parties established a joint venture to explore, evaluate, develop and mine the Constance Range Project, located within Queensland EPM 14589 (Elizabeth Creek) on the following ferms:

• Upon execution of the Agreement, Zinifex Century must reimburse Cast:
• \$15,000 in lieu of tenement registration ${i}$ fees and
• \$14,000 for environmental bonds and 第 rent

For the period from the date of the Agreement to 17 February 2008, Zinifex Century must incur a minimum expenditure of \$200,000.

Subject to its right to withdraw, Zinifex Century may earn a 51% interest in the joint venture by incurring not less than \$500,000 (including the minimum expenditure referred to above) by 18 February 2011. Cast then has 30 days to decide whether to fund its 49% share of further exploration and development to maintain its 49% interest in the joint venture or to progressively dilute to a 25% interest by Zinifex Century expending a further \$4.48 million (see below).

• Subject to the above and its right to withdraw, Zinifex Century may earn a further 24% interest in the joint venture by incurring not less than \$4.98 million finaluding the minimum expenditure and further expenditure referred to above) by 19 February 2014. Cast then has 30 days to decide whether to fund its 25% share of further exploration and development to maintain its 25% interest in the joint venture or to convert its interest to a royally equivalent 1612.5% of the net smelter refurn on all product won from the area comprised within the tenement, should the parties obtain/a production tenement over that area and make a decision to mine.
• As soon as practical after Zipifex Century has incurred the expenditure referred to above (other than the $/m$ inimum expenditure), Cast must transfer to Zinifex Century the interest in the tenemént so dcquire/d.
• While sole funding, Zinifex Century has the excivisive right to carry out mining operations on $\overline{\phantom{a}}$ the tenemént.
• Zinffex Century is appointed as the first mandger. of the joint venture.
• the Aareement contémplates a formal loint l venturé agreement./The parties agrèe (onegotiate and finalise the formal agreement as sobn as practicable after the execution of the Agreentent. The Agreement remains in force for two years, after which it explies unless otherwise agreed by the parties.

Option Agreement between SER and Zinitex d). Australia Limited ("Zinifex Australia"). By Agreement dated 26 October 2005, SER grants an option to Yinifex Australia to carry dut exploration and mining activities on Tasmanian EL 42/2004 (Henty Road) and EL 8/2005 (Amber Creek) on the following terms:

• Zinifex Australia must pay \$22,000 to SER upon execution of the Agreement.
• Zinifex Austrália must spend at least \$120,000 on explokation within the tenements in the period to 30 Šeptember 2006.
• Zinifex Australid may exercise the option before 30 September 2006. I

If Zinifex Australia exercises the option, it has the riaht to mine untreated ore from the tenements. and must pay SER \$4.40 per tonne of ore removed. Zinifex Australia must remove (or pay SER for) a minimum of 12,500 tonnes of untreated ore in each three month period and may not remove more than 500,000 toppes of untreated ore without entering further negotiations with SER. After removing 500,000 tonnes of untreated ore. Zinifex Australia may earn on equity interest in the tenements on terms to be negotiated by the parties. Notwithstanding Zinifex Australia carrying out activities of the tenements. SER may continue exploration and other activities on most of the area of the tenements. The Agreement may be terminated:

• ${i}$ by SER if Zinifex Australia does not exercise the option;
• $\left{ \left| i \right\rangle \right}$ by Zinifex Australia following exercise of the option by six months' notice; and
• by a party if the other party commits 箱 a material breach of the Agreement which is not remedied within a reasonable period.

$e)$ Contract of Employment between the Company and John Bishop

By Agreement dated 27 February 2006, the Company employs John Bishop as managing director for a period of two years from the date on which the Company lists on ASX.

Mr Bishop may terminate the Agreement on three months' notice. The Company may terminate the Agreement immediately without notice for material breach of the Agreement or if Mr Bishop is guilty of grave misconduct, dishanesty or fraud or becomes bankrupt or of unsound mind. The Company may also terminate the Agreement by giving Mr Bishop notice equal to the greater of the unexpired term of the Agreement and three months.

The remuneration package is \$165,000 per annum. subject to review on each 31 December during the term of the Agreement. Mr Bishop is also entitled to receive bonus payments if certain performance criteria are met. Mr Bishop is entitled to the usual leave entitlements.

f) Agreement with ABN AMRO Morgans Limited. By letter agreement dated 6 April 2006, the Company agreed to pay ABN AMRO Morgans 5% of the funds raised for acting as sponsoring broker in respect of the Offer.

10.14 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC and the issue of securities in response to an electronic application form subject to compliance with certain provisions.

If you have received this Prospectus as an electronic prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at info@iconresources.com.au and the Company will send to you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

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 fogether with the Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered, in such case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act.

10.15 DIRECTORS' RESPONSIBILITY STATEMENT AND CONSENT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements by the Directors in this Prospectus are not misleading or deceptive and that with respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making those other statements were competent to make such statements and each of those persons have aiven their consent to the issue of this Prospectus and have not withdrawn that consent, before lodgement of this Prospectus with ASIC, or to the Directors' knowledge. before any issue of Shares pursuant to this Prospectus. The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

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

Signed for and on behalf of loop Resources Ltd on 21 April 2006.

Dr John Richard Bishop Managing Director

DEFINITIONS

In this Prospectus, unless the context otherwise requires:

"A\$" and "\$"	means Australian dollars, unless otherwise stated.
"ABN AMRO Morgans"	means ABN AMRO Morgans Limited ACN 010 669 726.
"Amber Creek"	means Amber Creek, EL8/2005, One of the Company's Professor tenements in Western Tasmania.
"Applicant"	means a person who submits an Application.
"Application"	means a valid application to subscribe for Shares.
"Application Form"	means the application form contained in this Prospectus or a copy of the application form contained in this Prospectus or a direct derivative of the application form which is contained in this Prospectus.
"Application Monies"	means twenty cents (\$0.20) being the amount payable in respect of each Share under the Offer.
	"ASIC" or "Commission" means Australian Securities and Investments Commission.
"ASTC"	means ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.
	"ASTC Sefflement Rules" means the operating rules of ASTC or of any relevant organisation which is an alternative to, or successor or replacement of, ASTC or any applicable clearing and settlement facility operator.
"ASX"	means Australian Stock Exchange Limited ACN 008 624 691.
"Board of Directors" and "Board"	means the Board of Directors of Icon Resources unless the context indicates otherwise.
"Business Day"	means a day on which the trading banks are open in Sydney, New South Wales.
"CHESS"	means ASX Clearing House Electronic Sub-registry System.
"Closing Date"	means the date on which the Offer closes.
"Cobar style mineralisation"	means mineralisation with similarities to ore bodies, near Cobar, New South Wales.
"Company"	means loon Resources Ltd ACN 115 009 106.
	"Completion of the Offer" means the allotment of all the Shares offered under this Prospectus.
"Constance Range"	Sometimes used as an alternative name for the Company's Elizabeth Creek tenement. EPM14589, in North West Queensland. Also iron ore prospects within that tenement.
"Corporations Act"	means the Corporations Act 2001 of Australia.
"Crystal Mount" or "Crystal Mt"
	is a gold prospect within the Company's Warwick tenement, EPM15007 near Stanthorpe, South East Queensland.
"Directors"	means the directors of icon Resources unless the context indicates otherwise.
"EST"	means Eastern Standard Time as applicable in Sydney, New South Wales and references to time in this Prospectus are references to EST.
"email"	means an electronic mail service that allows users to send and receive messages via the internet.

DEFINITIONS

"Grieves" or "Grieves Siding" or "Grieve Siding"

is a zinc prospect within the Company's Professor tenements, Western Tasmania

"Henly Rd"	means Henty Rd, EL47/2004, one of the Company's Professor fenements in Western Tasmania.
"别图"	means holder identification number.
"Icon"	means Icon Resources Ltd ACN 115 009 106.
"Issue"	means the issue of Shares pursuant to this Prospectus.
"Issue Sponsored"	means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CRESS.
"Listing Rules"	means listing rules of the ASX.
"Logan Creek" or "Logan Ck"
	is a molybdenum prospect within the Company's Warwick tenement. EPM15007, South East Queensiand.
"Offer"	means the invitation to apply for Shares pursuant to this Prospectus.
"Offer Period"	means the period commencing on the Opening Date and ending on the Closing Date.
"Official List"	means the Official List of the ASX.
"Opening Date"	means the date immediately following the expiry of the exposure period referred to in Section 2 of this Prospectus.
"Opflonholder"	means a holder of any Options.
"Options"	means the Options referred to in Section 11.10 of this Prospectus.
"Prospectus"	means this disclosure document.
"Quotation"	means quotation of the Shares on the Official List.
"SCH Business Rules"	means the SCH Business Rules issued by ASX Settlément and Transfer Corporation Pty Ltd ACN 008 504 532.
"Share"	means a fully paid ordinary share in the papital of loon Resources.
"Shareholders"	means the holders of Shares in the Company.
"Share Registrar"	means Computershare Investor Services Pty Limited ACN 078 279 277.
"Subsidiaries"	means the same as that term is defined under $\frac{1}{2}$ section $\frac{1}{2}$ of the Corporations Aqt.
"fora"	one of Icon Resources' two tenements in central New South Wales: recently granted (15 March 2006) as EL 6532, previously ELA 2590.
"Tenement"	means an Exploration Licence ("EL"), Exploration Permit ("EPM"), Application for Exploration Licence ("ELA"), Application for Exploration Permit ("EPMA") or any other form of mineral licence or title held or applied for by the Company or in which the Company has an interest.
"Zinifex"	means Zinifex Australia Limited ACN 004 074 962, Zinifex Century Limited ACN 006 670 300 or both, as the context requires.

GLOSSARY OF TECHNICAL TERMS, ABBREVIATIONS AND UNITS OF MEASURE Term/Abbreviation: Description

accretion	A theory of continental growth by the addition of successive geosynclines to the craton.
acid/acidic	A descriptive term applied to igneous rocks that contain more than 60% silica (SiO 2 ).
adamellite	A coarse grained infrusive rock intermediate in composition between granite and granodiorite.
adit	Borizontal passage from the surface into a mine.
advanced argillic	A style of hydrothermal atteration formed under low pH conditions and characterised by minerals such as alunite and kaplinite.
aeromagnetic	A fechnique of geophysical prospecting using an airborne magnetometer.
Αg	The chemical symbol for silver.
agglomerate	A volcanic breccia, largely or entirely composed of rounded to sub-angular volcanic fragments.
A-horizon	The uppermost zone in the soil profile. This zone typically confains a high organic content.
aircore	A combination of RCP and diamond drilling fechnique in which a small diameter core is air-lifted up the inside of the drill string. Suited to sticky clays and unconsolidated rock.
alluvial (alluvium)	Sediment deposited by a stream or river.
alteration	Change in the mineralogical and chemical composition of a rock, generally produced by hydrothermal fluids or by weathering.
anomaly(les)/anomalous	Value higher or lower than the expected norm.
anticline	A fold generally convex upwards, whose core contains the stratigraphically older rocks.
aplile	A light coloured igneous rock characterised by a fine sugary texture and usually of granitic composition.
argillaceous	Pertaining to , largely composed of or containing clay-sized particles or clay minerals.
argillic	A type of alteration where certain minerals are converted to clays.
arsenopyrite	A sulphide mineral of fron and arsenic (FeAsS).

Atomic Absorption Spectrophotometry (AAS)

An analytical technique where an element in its atomic form is introduced into a light beam of appropriate wavelength causing the atom to absorb light (atomic absorption) and enter an excited state. The resulting reduction in the intensity of the light beam which can be measured and directly correlated with the concentration of the elemental atomic species.

AU	The chemical symbol for gold.
basai	Lower or bottom layer or portion.
basait/basaitic	A fine grained dark coloured extrusive volcanic rock with a low silica content.
base metal	Generally a non-ferrous metal inferior in value to the precious metals; usually and especially copper, lead, zinc, nickel.
basic	A descriptive term applied to igneous rocks having a relatively low silled content, roughly 45% to 50%.
basin	A low area in the earth's crust, of tectonic origin, in which sedighents have accumulated.
biotite	A common rock forming silicate mineral of the mica group, containing varying proportions of potassium, iron magnesium and aluminium.
bornite	A dark bluish black copper fron sulphide ${Cu_{c}\text{feS}_{d}}$ .
breccia/brecciated	A coarse-grained rock consisting of angular broken rock fragments (relatioge) her by a fine-grained matrix, distinct from conglomerate.
bulk density	The weight of a material divided by its volume, incluating the volume of its pore spaces.
buik leach extractable gold (BLEG)	Refers to bulk samples (usually at least 2 kilographs in weight) collected for subsequent laboratory analysis where the gold is initially exfracted by cyclnide.
Cainozoic	An era of geological time from the beginning of the Tertiary period (65 million years ago) to the present.
calcareous	Calcium bearing, usually referring to sediments.
caldera	A large basin shaped volcanic depressión, the diametér of which is many times greater than the vent or vents.
Cambrian	The earliest period of the Palaeozoic era, covering the time between 570 and 500 million years ago.
carbonaceous	Carbon bearing, usually referring to a sediment,
carbonate mineral (carbonates)	A mineral formed by the combination of the complex lan (CO $\downarrow^2$ with positive idns, e.g. calcite $\langle$ CaCO 3 $\rangle$ .
Carboniferous	A geological time period ranging from 345 and 280 million years ago.
cassiterite	An ore mineral of fin with the formula SnO 2 .

GLOSSARY

Chalcedony/ chalcedonic

	A fine grained, translucent, cryptocrystalline variety of quartz, commonly microscopically fibrous
chalcopyrite	A sulphide mineral of fron and copper (CuFeS 2 ).
chamosite	A chlorife group mineral; a constituent of colitic iron ores and sedimentary ironstones.
channel sample	A sample obtained by cutting a rectangular channel across a rock face; more representative than a chip sample or a grab sample.
chargeability	An electrical geophysical parameter which can indicate the presence of sulphides.
chert	A hard, dense microcrystalline or cryptocrystalline siliceous rock.
chlorite	A group of platy mica minerals which are usually green in colour often occurring as alteration products of ferromagnesian minerals.
C-horizon	The layer of weathered bedrock at the base of a soil.
conformable/conformably
	Successive beds or strata which lie one upon the other in unbroken and parallel order.
conglomerate	A sedimentary rock formed by the cementing together of rounded, water-worn pebbles, distinct from breccia.
costean	An excavated trench.
covellife	An indigo-blue copper sulphide {CuS}. Commonly a secondary copper mineral.
craton	A part of the earth's crust that has been stable and little deformed for a geologically long period.
Cretaceous	A subdivision of the Mesozoic Era ranging from 135 to 65 million years ago.
crustal plate	A portion of the earth's crust beneath an oceanic or confinental region.
crustiform	Said of a vein in which the mineral filling has deposited in layers on the wall rock.
cryptocrystalline	A rock texture where the crystals are too small to recognise under an ordinary microscope.
Сu	The chemical symbol for copper.
dacite/dacitic	Volcanic rock (or lava) that characteristically is light in colour and contains 62% to 69% silical and moderate amounts of sodium and potassium.
Datamine software	A patented computer software program used for resource estimation and mine planning.
Devonian	The fourth period , in order of decreasing age, of the Paleozoic era covering the time span between 400 and 345 million years ago.

20

diorite	A coarse grained igneous rock of intermediate composition between acidic and basic (i.e. between granite and gabbro).
dip (dipping)	The angle that a stratum or planar feature such as a fault makes with the horizontal, measured perpendicular to the strike and in the vertical plane.
disseminated	Said of a mineral deposit in which the desired minerals occur as scattered particles in the rock.
doterite	A medium grained plutonic rock with the composition of basalt.
dolomite	A carbonate mineral containing calcium and magnesium with the formula CaMg(CQ3),.
dyke	A fabular igneous infrusion cutting across the bedding or other/planar structures.
electromagnetic (EM)	A geophysical method employing the generation of electromagnetic waves at the earth's surface. When the waves impinge on a conducting formation or sulphide rich body at depth they induce an electrical response that can be defected/by instruments.
epigenetic	Said of a mineral deposit formed later than the enclosing rocks.
epithermal deposit	A deposit formed at shallow depths and low temperatures and pressures, within fissures or other openings in rocks, by deposition from ascending magimatic solutions.
exhalites/exhalative	Said of a rock or deposit formed by deposition of material from $\alpha$ volcanic vent.
extrusive	Said of an igneous rock that has been erupted onto the earth/s surface.
Fe	The chemical symbol for fron.
feldspar	A group of slicate minerals containing varying amounts of aluminium, sodium, portassium and other elements.
feldspar porphyry	An intrusive or extrusive rock, which contains dihenocrysts of feldspar in a fine grained or glassy matrix.
feldspathic	Said of a rock or other mineral aggregate containing feldspart
felsic	Applied to an igneous rock containing an abuadance of light coloured minerals such as quartz and feldspar.
ferruginous	Said of a rock having a rusty colour due to the presence of iron oxide.
ficat	Refers to pleces of rock lying detached from, orirestinglupon, the earth's surface.
flotation	The method of mineral separation in which a froth created by a variety of reagents flocits selected finely crushed minerals whereas ofhers sink.
Formation	A body of rock strata that consists dominantly of a celtain lithologic type or combination of types
g	gram.

	g/t	gram/tonne.
	gabbro	A coarse grained infrusive igneous rock with the approximate composition of basalt.
	galena	Lead sulphide mineral (PbS).
	geochemical sampling
		Systematic collection of rock or soil samples in order to study their chemistry.
	geochemical survey	A systematic study of the variation of chemical elements in rocks or soils.
	geochemically anomalous
		An area having elevated levels of specified elements in rocks or soils.
	geostatistical interpolation
		A general term referring to a variety methods used to allocate grades to defined resource blocks based on the surrounding sample (usually drilling) intervals.
	geosyncline	A large frough that subsided deeply throughout a long period of fime into which a thick
		succession of sediments and volcanic rocks accumulated.
	GEOTEM	A specific type of airborne electromagnetic survey
	gneiss	A foliated rock formed by regional metamorphism, in which bands of granular minerals alternate with bands of minerals with a flaky or elongate prismatic habit.
	gossan/gossanous	An iron rich, often spongy rock found at or near the surface, produced by the weathering and oxidation of sulphicle minerals and the leaching out of the sulphur and often some of the metals.
	grade	Average quantity of ore or metal in a specified quantity of rock.
	granite/granitic	Coarse-grained acid igneous rock containing quartz and feldspar.
	granitoid	Pertaining to or composed of granite.
	granodiorite	A plutonic rock consisting of quartz, calcium/sodium-rich and potassium-rich feldspars as well as some mafic minerals such as biotite, homblende efc.
	gravity anomaly	The difference between the observed value of the gravity at a point and the theoretical calculated value.
	greywacke	A poorly sorted sediment deposited in submarine conditions and containing sand-sized angular grains of quartz, feldspar and other minerals.
	hematite	A red iron oxide mineral (Fe 2 O 3 ).
	hinge	A locus of maximum curvature or bending in a folded surface, usually a line.
	hornfels	A fine-grained rock, typically formed by contact metamorphism, composed of a mosaic of equidimensional grains without preferred orientation.

fcon Resources Ltd

hydrofluoric acid	A highly corrosive solution of hydrogen fluoride in water used to dissolve rocks and minerals in some analytical techniques.
hydrothermal	Of or pertaining to hot water, to the action of hot water or to the products of this action such as a mineral deposit. Precipitated from hot aqueous solutions.
ilmenite	An iron titanium oxide mineral - Fe'îlO 3 .
induced polarisation ("IP")
	An electrical geophysical surveying method particularly responsive to dissertifinated mineralisation.
intermediate	Descriptive of igneous rocks lying midway between acid and basic in composition
intrusive	Of or pertaining to intrusion, both the process and the rock so/formed,
ironstone	Any rock containing a substantial proportion of an iron compound, or any iron ore from which the metal can be smelled commercially.
isotope	Forms of an element whose nuclei have the same atomic number-the number of protons in the nucleus-but different mass numbers because they contain different numbers of neutrons.
jasper	A red variety of chalcedony.
JORC	Australasian Code for Reporting Exploration Results. Minefal Resources and Ore Reserves 2004 Edition.
kg	Kilogram. kilogram = 1000 grams.
km	kilometre - I kilometre = $1000$ metres.
Km 2	square kilometre - 1 square kilometre = an/area of/1000 m/etres by 1000 metres.
Landsat	Multispectral data from satellite remote sensing fmagery that provides landsbape potterns reflecting geologic structures, rocks and/vegetation.
LandsafTM	A patented form of Landsat imagery that recolds specific spectra. TM = Thematic\Mapper,
Iaterite/Iateritic	Red residual soit or rock developed in humid, trippical and subtropical regions. It is lacched of silica and contains concentrations particularly of iron oxides and hydroxides and aluminium hydroxides.
lignite	A brownish-black coal in which the alteration of vegetal matelial has proceeded further than peat but not so far as sub-bituminolys coal.)
limestone	A carbonate sedimentary rock containing more than 95% calcite (CaCO.).
Imhic	Said of a medium grained sedimentary rock and/ar pyroclastic deposit containing abundant fragments of previously formed ripcks.

	lithology (-ies)	Rock type.
	m	Mette - $\frac{1}{2}$ mette = 100 centimettes.
	M	Million.
	mafic	An igneous rock with high magnesium and iron content, usually dark in colour.
	magnesite	A magnesium carbonate mineral with formula MgCO 3
	magnetic survey	A geophysical survey measuring the variation in strength of the earth's magnetic field assisting the mapping of lithologies, particularly under cover.
	magnetite	An magnetic black iron oxide mineral [Fe 3 O 2 ].
	matrix	The finer grained material between larger particles of rock.
	Mesozoic	An era of geological time from about 225 to 65 million years ago.
	metabasalt	Metamorphosed basalt.
	metamorphic	Rocks formed in response to pronounced changes in temperature, pressure or chemical environment.
	metasediments	Sedimentary rocks that have been metamorphosed.
	micaceous	Consisting of or containing mica.
	minus 80 mesh (- 80#)	A specific mesh size used in sieving stream sediment and/or soll samples. 80 mesh = a sleve size of 180 µm (1/1000 of a metre).
	綿の	The chemical symbol for molybdenum.
	molybdenite	Molybdenum sulphide (MoS 2 ), the main ore mineral of molybdenum.
	Moz	Million ounces.
	Mt	Million fonnes
	muscovite	A colouriess mineral of the mica group $\text{[KAl}{2}\text{[AlS]}{3}\text{]O}{10}\text{[OH]}{2}\text{]}.$
	mudsfone	An indurated mud having the texture and composition of shale but lacking its fissility.
	normal fault	A fault in which the hanging wall appears to have moved downwards, relative to the footwall.
	oolites (oolitic)	In this report referring to an ironstone in which iron oxide or iron carbonate has replaced the calcium carbonate of an ooidic limestone.
	Ordovician	The second earliest period of the Palaeozolc Era between 500 and 440 million years ago.

foon Resources Ltd

orthogonal	At right angles.
ounce(02)	troy ounce, $\frac{1}{2}$ oz = 31,103477 g
outcrop	Rock exposed to view at the surface and physically connected to solid rock at depth.
Palaeogene	An interval of geological time incorporating period of the Lower Tertiary era.
Palaeozoic	An era of geological time from about 570 to 225 million years ago.
panconcentrate	Refers to the residue of heavy minerals remaining after a sample pas been washed and agitated in a pan to remove the lighter minerals.
Рb	The chemical symbol for Lead.
Permian	A time period from approximately 280 to 248 million years ago.
petrological	Referring to the study of rocks.
photogeological interpretation
	The geologic interpretation of aerial and space photographs and images.
piłch/piłching	The angle between the horizontal and any linear feature such as/an ore shoot or lineation.
Pkatform	As in Lawn Hill Piatform - That part of a continent, that is covered by flat-lying or gently filted sedimentary rocks, underlain by a complex of rocks that were/consplidated during an earlier phase of deformation.
pluton	A body of medium to coarse grained igneovs rock that formed beneath the surface by
	crystallisation of a magma.
plutonic	Refers to igneous rocks (usually coarse grained) that have crystallised deep below the
	earths surface.
porphyry (-ific)	An igneous rock in which larger crystals ("phenocrysts") are soattered through a matrix of smaller crystals ("groundmass"); descriptive of rocks displaying such textures.
	porphyry copper deposit A large, low grade stockwork or disseminated copper deposit, commonly hosted by a perphyritic rock of granitic to dioritic composition.
potassic	Referring to a style of hydrothermal alteration which has generated secondary potassium
	rich minerals such as biofite and potassium feldspar.
powellife	A calcium molybdenum oxide (CaMoO 4 ).
ppb	Parts per billion.
ppm	parts per million, 1 ppm = 1 g/t

GLOSSARY

e
Maria

Propylitic(ally)	A style of hydrofhermal alteration which has generated secondary alteration minerals such as chlorife, epidote and calcite.
Proferozoic	The more recent of the two divisions of the Precambrian ranging from about 2,200 to 570 million years ago.
pyrite	Common iron suiphide mineral (FeS 2 ).
pyroclastic	Pertaining to fragmented (clastic) rock material formed by a volcanic explosion or ejection from a volcanic vent.
pyrrhofffe	A magnetic iron sulphide [Fe 1,3 S].
quartz	A mineral composed of silicon and oxygen (SiO2).
quartzite	A granobiastic metamorphic rock consisting mainly of quartz and formed by the recrystallisation of sandstane or chert.
Quaternary	The second period of the Cenozoic era and ranging from about 2 million years ago to the present.
radiometric survey	A geophysical survey measuring the variation in the natural radioactivity of rocks to assist in the mapping of lithologies.
RCP	Reverse Circulation Percussion - A percussion drilling technique in which the cuttings are recovered up the inside of the drill rods to minimize contamination from the wall of the hole.
$\text{reef}(s)$	A provincial term for a metalliferous mineral deposit especially gold bearing quartz.
resistivity	A geophysical characteristic of rocks measured by the IP geophysical method.
Reverse Circulation Percussion (RCP)
	A percussion driffing technique in which the cuttings are recovered using air pressure up the inside of the drill rods to minimize contamination from the wall of the hole.
rhyolite/rhyolitic	Fine grained intrusive rocks, often porphyritic, with a glassy matrix and the composition of granite.
辯	A long narrow continental trough bounded by normal faults; a graben of regional extent, offen associated with volcanism.
rock chip sampling	Obtaining a sample, generally for assay, by breaking chips off a rock face.
sandstone	A clastic sedimentary rock composed of sand sized grains.
sediment(s)	Rocks formed by transportation of particles by air, water or ice.
sericife	A fine grained form of mica formed by the chemical alteration of other minerals.
serpentinite/serpentinised
	A metamorphic rock composed chiefly or wholly of the mineral serpentine ((Mg,Fe,NI),SE,O,(OH),}.
shale	A fine grained laminated sedimentary rock.

fcon Resources Ltd

wa

GLOSSARY

shear(ed)	A deformation resulting from stresses that cause contiguous parts of a body to silde relative to each other in a direction parallel to their plane of contact.
siderite	A iron carbonate mineral FeCO $_3$
silicified/silicification	The introduction of, or replacement by, silica, which may replace existing minerals.
silistone	A sedimentary rock composed of silf-sized particles.
Silurian	A period within the Palaeozoic era between 440 and 400 million years ago.
skam	A metamorphosed calcareous sediment into which silica and other elements, often including metals, have been introduced from an adjoining intrusive body./
\$n	The chemical symbol for tin.
soil geochemistry	A systematic sampling and chemical analysis of solls.
specularite	A black or grey variety of hematite with a splendent metallic juster. Also known as specular hermatite.
sphalerite	A sulphide mineral of zinc and Iron [[Zn, Fe}S], the majn ore mineral/of zinc.
są, km.	Square kilometre.
sfockwork veining	A vein system consisting of a three dimensional network/of plan/nar to irregular veintets/
stratabound	Said of a mineral deposit confined to a single stratigraphic urst.
stratiform	Said of a type of stratabound deposit in which unit or ore is coexiensive with one or more rock layers.
stratigraphy	The arrangement with respect to geographic position and/chronological order of rock strata.
stream sediment geochemistry	Systematic sampling and chemical analysis of sediments within drainage channels.
strike	Trend or direction of rock strata in a horizontal plane; to extend in that direction.
subduction zone	A region where oceanic crust descends into the Earth's mantle.
sulphide	A mineral compound characterised by the linkinge of sulphur with metal.
suiphosalts	Refers to a comparatively rare group of sulphide minerals in which elements such as silver, copper and/or lead are combined with elements such as arsenic, antimony, bismuth, tin, etc.
supergene (secondary) enrichment	Said of a mineral deposit or enrichment formed near the surface of the earth, commonly by
	descending solutions.

• syncline
• A fold, usually concave upward in which the core contains the stratigraphically younger rocks.

Ŷ	tonne - a metric fonne, 1 tonne = 1000 kilograms.
tectonic	Pertaining to the forces involved in or the resulting structures of deformation of rock units
tenement	A land use instrument issued by state governments for regulation of mineral exploration and mining.
terrane	A region of similar rock type
Terfiary	A geological fime period between 65 and 2 million years ago.
thrust/thrust fault	A type of fault with a dip of less than $45^0$ on which the hangingwall appears to have moved upwards in relation to the footwall.
Triassic	A time period from approximately 251 to 205 million years ago.
fuff (-aceous)	Volcanic ash strata (derived from weathering of, or containing, tuff strata).
ultramafic	An igneous rock with very high magnesium and iron, virtually no quartz or felspar and generally containing less than 45 per cent silica.
$uncontormable(-y)$	Descriptive of rocks on either side of an unconformity which consists of a lack of parallelism between rock strata in sequential confact, caused by a time break in sedimentation.
UXOs	Unexploded ordinance
vein	Generally tabular mineral deposit, usually relatively narrow and occurring between well defined walls.
VIF-EM survey	Very Low Frequency Electromagnetics - a geophysical surveying method that measures the secondary magnetic field developed around a conductor. A technique commonly used in the search for massive sulphides.
volcanic(s)	Refers to rocks derived from volcances or volcanic eruptions.
voicanogenic	Formed by the processes directly connected to volcanism; said of mineral deposits considered to have been produced through volcanic agencies and demonstrably associated with volcanic phenomena.
vug/vuggy	A small cavity in a vein or rock, often lined with crystals of a different mineral composition from the enclosing rock.
7m	The chemical symbol for zinc.

73

manana manana manana manana ma

			BROKER'S NUMBER
INSTRUCTIONS FOR A TO J ARE SET OUT ON THE REVERSE SIDE OF THIS FORM
PLEASE USE BLOCK LETTERS
All applications must be for a minimum of 10,000 Shares (S2,000) and thereafter in multiples of 1,000 Shares and accompanied by payment of S0.20 per Share.
A WRITE YOUR NAME - refer to the guide (reverse side) for correct forms of registrable title(s)			C Tax File Number(s) or exemption category
Gren Nuaes/Courany Nome W.	Summer ACh
B JOINT APPLICATION
Joint Application Account Designation Ditto,
Joint Application Account Designation Allegea email address is: D POSTAL AND EMAIL ADDRESS
Address
Suburb/lown inae	Postrode
E CONTACT DETAILS
Contact Barne Element Work	Ichylione (Nome)
F CHESS DETAILS
ne. M).
G NUMBER OF SHARES			H TOTAL AMOUNT
i/We amly for trausmit Application Monics in full at \$0.20 per Shore	Shares and contemporaneously		Application Monies	Date
		M
1 CHEQUE DETAILS
			Ś
Lank Unver		Branch	- 3	Anomia Chang
			Ś.
Bank diama:		Ranca WIL	S.	Amont of Cheater

Cheques should be made payable to "Icon Resources 1td Float Account" and be crossed "Not Negotiable"

• J This Application Form does not need to be signed. By lodging this Application Form and contemporaneously transmitting the Application Monies, the Applicant hereby:
• (a) opplies for the number of Shares in the Application Form or such lesser number as may be allocated by the Directors as determined by the Directors;
• (b) agrees to be bound by the terms and conditions set out in the Prospectus and the constitution of Icon Resources Ltd:
• outhorises the Directors to complete or amend this Application Form where necessary to correct any errors or amissions; and $\mathbf{d}$
• (d) If this Application Form is a paper copy of an electronic Application Form) acknowledges having received personally an electronic version of the Prospectus, or a copy of it, accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for Shores.

Important Notice

This Application Form relates to a Prospectus dated 12 April 2006 pursuant to which Icon Resources Ltd invites investors to subscribe for a total of 20,000,000 fully paid ordinary Shares in Icon Resources Ltd at an issue price of \$0.20 per Share. The Prospectus expires on the date which is 13 months after the date of this Prospectus. The Prospectus contains detailed information about Icon Resources Ltd and it is advisable to read the Prospectus before completing this Application Form. If you have received this Prospectus electronically please ensure that you have received the entire Prospectus accompanied by the Application Form or a copy of the

Application Form or a direct derivation of the Application Form. If you have not, please email the Company at info@konresources.com.au and the Company will send to you for free, either a hard copy or a further electronic copy of the Prospectus or both.

Any person who passes on to another person the Application Form must at the same time and by the same means give the other person a complete and unaltered copy of the Prospectus.

GUIDE TO THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS. Please post or deliver to lcon Resources Ltd the completed Application Form together with your Application Monies to one of the addresses listed below. If you have any questions on how to complete this Application Form please telephone Icon Resources Ltd on 1300 557 010 or email the Company at info@Iconresources.com.au. Applications for the Shares offered by this Prospectus can only be accepted on the Application Form which is included in the Prospectus or on a copy of or direct derivation of the Application Form which is included in the Prospectus.

By mail: Computershore Investor Services Pty Ltd.

con dia 1762

Park NA 6840

by delivery: Computershare Investor Services Pty Ltd. teval 2 45 St Georges Terrace Part Will Addin

Application Forms must be received by no later than 5.00pm (CST) on the Closing Date or as otherwise advised by Icon Resources Ltd. If you have received this Prospectus electronically via the Internet please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not please email the Company at info@iconresources.com.au and the Company will send to you, free of charge, either a hard copy or a further electronic copy of the Prospectus, or both.

• Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the bottom of this page for the correct forms which can be registered. Applications using the incorrect forms may be rejected. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by Icon Resources Ltd. Any decision as to whether to accept your form as valid, and how to constitute, amend or complete it, shall be final. You will not, however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.
• If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to n three Joint Applicants may reaister.
• Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFNs is m authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
• n Enter your POSTAL AND EMAIL ADDRESS for all correspondence. All communications to you from Icon Resources Ltd's share registry, Computershare Investor Services Pty Ltd (shareholding statement, annual/interim reports, correspondence etc) will be mailed to the person(s) and address as shown. For Joint Applications, olidy one address can be entered.
• Ŀ. Please let us know your TELEPHONE NUMBER(S) and contact name in case we need to contact you in relation to your Application Form.
• h Icon Resources Ltd will participate in the ASX CHESS System. If you are participating in this system, you may complete this section. If you are not a participant in the CHESS System do not complete this box. It will not affect your application.
• П Insert the NUMBER OF SHARES you wish to apply for in Box G.
• Eater the amount of your Application Monies here. The amount must be equal to the number of Shares applied for (see Box G) multiplied by \$0.20 per Share. m
• 7 Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made payable to "Icon Resources Ltd Float Account" and crossed "Not Negotiable". Do not send cash, A separate cheque should accompany each Application Form lodged.
• ŋ The Application Form does not need to be slaned.

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to kon Resources Ltd. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Applicant Irusts Deceased Estates Partnerships Superannuation Funds Clubs/Unincorporated Bodies Correct Form of Registrable Title Mr John David Smith (John David Smith A/c) Mr Michael Peter Smith (Est John Dovid Smith A/c) Mr John David Smith and Mr Michael Peter Smith John Smith Pty Ltd (Super Fund A/c) Mr John David Smith (ABC Tennis Association A/c)

Incorrect Form of Registrable Title John Smith Family Trust John Smith (deceased) John Smith and Son John Smith Superannuation Fund Smith Investment Club or ABC Tennis Association

manana manana manana manana ma

			BROKER'S NUMBER
INSTRUCTIONS FOR A TO J ARE SET OUT ON THE REVERSE SIDE OF THIS FORM
PLEASE USE BLOCK LETTERS
All applications must be for a minimum of 10,000 Shares (S2,000) and thereafter in multiples of 1,000 Shares and accompanied by payment of S0.20 per Share.
A WRITE YOUR NAME - refer to the guide (reverse side) for correct forms of registrable title(s)			C Tax File Number(s) or exemption category
Gren Nuaes/Courany Nome W.	Summer ACh
B JOINT APPLICATION
Joint Application Account Designation Ditto,
Joint Application Account Designation Allegea
email address is: D POSTAL AND EMAIL ADDRESS
Address
Suburb/lown inae	Postrode
E CONTACT DETAILS
Contact Barne Element Work F CHESS DETAILS	Ichylione (Nome)
ne. M).
G NUMBER OF SHARES			H TOTAL AMOUNT
i/We amly for	Shares and contemporaneously		Application Monies	Date
trausmit Application Monics in full at \$0.20 per Shore
1 CHEQUE DETAILS		M
			Ś
Lank Unver		Branch	- 3	Anomia Chang
			Ś.
Bank diama:		Ranca		Amont of Cheater
		WIL	S.

Cheques should be made payable to "Icon Resources 1td Float Account" and be crossed "Not Negotiable"

• J This Application Form does not need to be signed. By lodging this Application Form and contemporaneously transmitting the Application Monies, the Applicant hereby:
• (a) opplies for the number of Shares in the Application Form or such lesser number as may be allocated by the Directors as determined by the Directors;
• (b) agrees to be bound by the terms and conditions set out in the Prospectus and the constitution of Icon Resources Ltd:
• outhorises the Directors to complete or amend this Application Form where necessary to correct any errors or amissions; and $\mathbf{d}$
• (d) If this Application Form is a paper copy of an electronic Application Form) acknowledges having received personally an electronic version of the Prospectus, or a copy of it, accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for Shores.

Important Notice

This Application Form relates to a Prospectus dated 12 April 2006 pursuant to which Icon Resources Ltd invites investors to subscribe for a total of 20,000,000 fully paid ordinary Shares in Icon Resources Ltd at an issue price of \$0.20 per Share. The Prospectus expires on the date which is 13 months after the date of this Prospectus. The Prospectus contains detailed information about Icon Resources Ltd and it is advisable to read the Prospectus before completing this Application Form. If you have received this Prospectus electronically please ensure that you have received the entire Prospectus accompanied by the Application Form or a copy of the

Application Form or a direct derivation of the Application Form. If you have not, please email the Company at info@konresources.com.au and the Company will send to you for free, either a hard copy or a further electronic copy of the Prospectus or both.

Any person who passes on to another person the Application Form must at the same time and by the same means give the other person a complete and unaltered copy of the Prospectus.

GUIDE TO THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS. Please post or deliver to lcon Resources Ltd the completed Application Form together with your Application Monies to one of the addresses listed below. If you have any questions on how to complete this Application Form please telephone Icon Resources Ltd on 1300 557 010 or email the Company at info@Iconresources.com.au. Applications for the Shares offered by this Prospectus can only be accepted on the Application Form which is included in the Prospectus or on a copy of or direct derivation of the Application Form which is included in the Prospectus.

By mail: Computershore Investor Services Pty Ltd.

con dia 1762

Park NA 6840

by delivery: Computershare Investor Services Pty Ltd. teval 2 45 St Georges Terrace Part Will Addin

Application Forms must be received by no later than 5.00pm (CST) on the Closing Date or as otherwise advised by Icon Resources Ltd. If you have received this Prospectus electronically via the Internet please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not please email the Company at info@iconresources.com.au and the Company will send to you, free of charge, either a hard copy or a further electronic copy of the Prospectus, or both.

• Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the bottom of this page for the correct forms which can be registered. Applications using the incorrect forms may be rejected. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by Icon Resources Ltd. Any decision as to whether to accept your form as valid, and how to constitute, amend or complete it, shall be final. You will not, however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.
• If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to n three Joint Applicants may reaister.
• Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFNs is m authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
• n Enter your POSTAL AND EMAIL ADDRESS for all correspondence. All communications to you from Icon Resources Ltd's share registry, Computershare Investor Services Pty Ltd (shareholding statement, annual/interim reports, correspondence etc) will be mailed to the person(s) and address as shown. For Joint Applications, olidy one address can be entered.
• Ŀ. Please let us know your TELEPHONE NUMBER(S) and contact name in case we need to contact you in relation to your Application Form.
• h Icon Resources Ltd will participate in the ASX CHESS System. If you are participating in this system, you may complete this section. If you are not a participant in the CHESS System do not complete this box. It will not affect your application.
• П Insert the NUMBER OF SHARES you wish to apply for in Box G.
• Eater the amount of your Application Monies here. The amount must be equal to the number of Shares applied for (see Box G) multiplied by \$0.20 per Share. m
• 7 Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made payable to "Icon Resources Ltd Float Account" and crossed "Not Negotiable". Do not send cash, A separate cheque should accompany each Application Form lodged.
• ŋ The Application Form does not need to be slaned.

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to kon Resources Ltd. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Applicant Irusts Deceased Estates Partnerships Superannuation Funds Clubs/Unincorporated Bodies Correct Form of Registrable Title Mr John David Smith (John David Smith A/c) Mr Michael Peter Smith (Est John Dovid Smith A/c) Mr John David Smith and Mr Michael Peter Smith John Smith Pty Ltd (Super Fund A/c) Mr John David Smith (ABC Tennis Association A/c)

Incorrect Form of Registrable Title John Smith Family Trust John Smith (deceased) John Smith and Son John Smith Superannuation Fund Smith Investment Club or ABC Tennis Association

manana manana manana manana ma

			BROKER'S NUMBER
INSTRUCTIONS FOR A TO J ARE SET OUT ON THE REVERSE SIDE OF THIS FORM
PLEASE USE BLOCK LETTERS
All applications must be for a minimum of 10,000 Shares (S2,000) and thereafter in multiples of 1,000 Shares and accompanied by payment of S0.20 per Share.
A WRITE YOUR NAME - refer to the guide (reverse side) for correct forms of registrable title(s)			C Tax File Number(s) or exemption category
Gren Nuaes/Courany Nome W.	Summer ACh
B JOINT APPLICATION
Joint Application Account Designation Ditto,
Joint Application Account Designation Allegea
email address is: D POSTAL AND EMAIL ADDRESS
Address
Suburb/lown inae	Postrode
E CONTACT DETAILS
Contact Barne Element Work F CHESS DETAILS	Ichylione (Nome)
ne. M).
G NUMBER OF SHARES			H TOTAL AMOUNT
i/We amly for	Shares and contemporaneously		Application Monies	Date
trausmit Application Monics in full at \$0.20 per Shore
1 CHEQUE DETAILS		M
			Ś
Lank Unver		Branch	- 3	Anomia Chang
			Ś.
Bank diama:		Ranca		Amont of Cheater
		WIL	S.

Cheques should be made payable to "Icon Resources 1td Float Account" and be crossed "Not Negotiable"

• J This Application Form does not need to be signed. By lodging this Application Form and contemporaneously transmitting the Application Monies, the Applicant hereby:
• (a) opplies for the number of Shares in the Application Form or such lesser number as may be allocated by the Directors as determined by the Directors;
• (b) agrees to be bound by the terms and conditions set out in the Prospectus and the constitution of Icon Resources Ltd:
• outhorises the Directors to complete or amend this Application Form where necessary to correct any errors or amissions; and $\mathbf{d}$
• (d) If this Application Form is a paper copy of an electronic Application Form) acknowledges having received personally an electronic version of the Prospectus, or a copy of it, accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for Shores.

Important Notice

This Application Form relates to a Prospectus dated 12 April 2006 pursuant to which Icon Resources Ltd invites investors to subscribe for a total of 20,000,000 fully paid ordinary Shares in Icon Resources Ltd at an issue price of \$0.20 per Share. The Prospectus expires on the date which is 13 months after the date of this Prospectus. The Prospectus contains detailed information about Icon Resources Ltd and it is advisable to read the Prospectus before completing this Application Form. If you have received this Prospectus electronically please ensure that you have received the entire Prospectus accompanied by the Application Form or a copy of the

Application Form or a direct derivation of the Application Form. If you have not, please email the Company at info@konresources.com.au and the Company will send to you for free, either a hard copy or a further electronic copy of the Prospectus or both.

Any person who passes on to another person the Application Form must at the same time and by the same means give the other person a complete and unaltered copy of the Prospectus.

GUIDE TO THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS. Please post or deliver to lcon Resources Ltd the completed Application Form together with your Application Monies to one of the addresses listed below. If you have any questions on how to complete this Application Form please telephone Icon Resources Ltd on 1300 557 010 or email the Company at info@Iconresources.com.au. Applications for the Shares offered by this Prospectus can only be accepted on the Application Form which is included in the Prospectus or on a copy of or direct derivation of the Application Form which is included in the Prospectus.

By mail: Computershore Investor Services Pty Ltd.

con dia 1762

Park NA 6840

by delivery: Computershare Investor Services Pty Ltd. teval 2 45 St Georges Terrace Part Will Addin

Application Forms must be received by no later than 5.00pm (CST) on the Closing Date or as otherwise advised by Icon Resources Ltd. If you have received this Prospectus electronically via the Internet please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not please email the Company at info@iconresources.com.au and the Company will send to you, free of charge, either a hard copy or a further electronic copy of the Prospectus, or both.

• Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the bottom of this page for the correct forms which can be registered. Applications using the incorrect forms may be rejected. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by Icon Resources Ltd. Any decision as to whether to accept your form as valid, and how to constitute, amend or complete it, shall be final. You will not, however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.
• If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to n three Joint Applicants may reaister.
• Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFNs is m authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application Form.
• n Enter your POSTAL AND EMAIL ADDRESS for all correspondence. All communications to you from Icon Resources Ltd's share registry, Computershare Investor Services Pty Ltd (shareholding statement, annual/interim reports, correspondence etc) will be mailed to the person(s) and address as shown. For Joint Applications, olidy one address can be entered.
• Ŀ. Please let us know your TELEPHONE NUMBER(S) and contact name in case we need to contact you in relation to your Application Form.
• h Icon Resources Ltd will participate in the ASX CHESS System. If you are participating in this system, you may complete this section. If you are not a participant in the CHESS System do not complete this box. It will not affect your application.
• П Insert the NUMBER OF SHARES you wish to apply for in Box G.
• Eater the amount of your Application Monies here. The amount must be equal to the number of Shares applied for (see Box G) multiplied by \$0.20 per Share. m
• 7 Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made payable to "Icon Resources Ltd Float Account" and crossed "Not Negotiable". Do not send cash, A separate cheque should accompany each Application Form lodged.
• ŋ The Application Form does not need to be slaned.

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to kon Resources Ltd. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Applicant Irusts Deceased Estates Partnerships Superannuation Funds Clubs/Unincorporated Bodies Correct Form of Registrable Title Mr John David Smith (John David Smith A/c) Mr Michael Peter Smith (Est John Dovid Smith A/c) Mr John David Smith and Mr Michael Peter Smith John Smith Pty Ltd (Super Fund A/c) Mr John David Smith (ABC Tennis Association A/c)

Incorrect Form of Registrable Title John Smith Family Trust John Smith (deceased) John Smith and Son John Smith Superannuation Fund Smith Investment Club or ABC Tennis Association

CORPORATE DIRECTORY
Directors Andrew White John Bishop Steve Bartrop		(Charman) (Managing Director) (Director)
Company Secretary [111] Registered and Principal Office		Robert Warring
Suite 302 Lime Street, Sydney, NSW, 2000 felephone: 0292791252 Factimile: 02 9279 2727 Website:	iconesources.com.ou
Erroll: Share Registrar and a manufacturer and Computershare investor Services Rty Limited	info@iconresources.com.au
Level 2, 45 M Georges ferrace. Renth WA 6000 GPO Box D182, Perth, WA 6840 Telephone: 1300 557 010
Sponsoring Broker (1999)
ABN AMRC Morgans Limited Level 7, 88 Philip Street, Sydney NSW 2000
Auditors and Investigating Accountant Barnes Dowell James Level 13, 122 Arthur Street. North Sydney NSW 2060
Solicitors to the Issue O'Loughins Lawyers Level 2, 99 frome Street,
Adelaide SA 5000 Independent Geologist Goldner and Associates
Level?, 80 Mount Steet, North Sydney NSW 2060 ASX Code: #
ACN: 115009 106 200 200 200 200 200 200 200 200 200 2
		x