FireFly Metals Ltd. — Capital/Financing Update 2009

Nov 12, 2009

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13 November 2009

The Manager Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Non-Renounceable Rights Issue Offer Document

Please find attached for release to the market a Prospectus and sample entitlement and acceptance form for a non-renounceable rights issue, lodged with ASIC this morning.

The documents are due to be despatched to eligible shareholders on 27 November 2009.

Yours Faithfully

Virginia Suttell Company Secretary

MONAX MINING LIMITED

ABN 96 110 336 733

PROSPECTUS

For a non-renounceable rights issue of approximately 36.6 million New Shares at an issue price of 7.5 cents each on the basis of one New Share for every three Shares held to raise approximately $2.7 million (before expenses). Persons who apply for New Shares will receive one free Attaching Option for every two New Shares for which they apply.

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your stockbroker or other professional adviser.

Please read the instructions on the accompanying Entitlement and Acceptance Form if you wish to subscribe for the New Shares to be issued pursuant to this Prospectus.

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CORPORATE DIRECTORY

Directors

Mr Robert Kennedy (Non Executive Chairman)

Mr Gary Ferris (Managing Director)

Dr Neville Alley (Non Executive Director)

Mr Glenn Davis (Non Executive Director) Mr Reg Nelson (Non Executive Director) Mr Ian Witton (Alternate Director)

Mr Ewan Vickery (Alternate Director)

Secretary/CFO

Ms Virginia Suttell

Registered Office

Exploration Office

140 Greenhill Road Unley, South Australia, 5061

Warehouse I, 5 Butler Boulevard Burbridge Business Park Adelaide Airport, South Australia, 5950

Telephone – (08) 8373 5588

Telephone – (08) 8375 3900

Facsimile – (08) 8373 5933

Facsimile – (08) 8375 3999

Share Registry

Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street Adelaide, South Australia, 5000

GPO Box 1903 Adelaide, South Australia, 5001

Enquiries (within Australia) – 1300 556 161

Enquiries (outside Australia) – +613 9415 4000

Facsimile – (08) 8236 2305

Stock Exchange Listing

ASX Limited

ASX Code: MOX

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IMPORTANT NOTICES

Risks

An investment in the Offer made under this Prospectus should be considered speculative. The attention of investors is drawn to the Summary of Risks section of this Prospectus.

Lodgement

This Prospectus is dated 13 November 2009 ( Prospectus Date ). A copy of this Prospectus was lodged with ASIC on that date. ASIC takes no responsibility as to the contents of this Prospectus.

Expiry Date

No securities will be issued or allotted on the basis of this Prospectus later than 13 months after the Prospectus Date.

Advice

This is an important document. Before deciding to apply for Shares and Attaching Options you should consider whether they are a suitable investment for you. Persons wishing to subscribe for Shares and Attaching Options offered by this Prospectus should carefully read this Prospectus and consult their professional advisers for the purpose of making an informed assessment of the effect of investing in the Company and the rights and liabilities attaching to, and the nature of, the Shares and Attaching Options offered by this Prospectus.

Representations

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

Jurisdiction

This Offer is only being made to members of the public within Australia or New Zealand. The Company has determined that it would be unreasonable to make an offer under this Prospectus to persons that are not residents of Australia or New Zealand, having regard to the cost of complying with legal requirements in foreign countries. Neither this Prospectus nor the Application Form constitute an offer of, or an invitation by or on behalf of the Company to subscribe for or purchase any of the Shares or Attaching Options in any jurisdiction or to any person to whom it is unlawful to make such an offer or invitation.

The Internet

This Prospectus is available in electronic form via the Company’s website:

www.monaxmining.com.au

The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus within Australia. Persons having received a copy of this Prospectus in its electronic form may, during the Offer Period, obtain a printed copy of this Prospectus (free of charge) by contacting the Company.

Entitlement & Acceptance Forms

Applications for Shares and Attaching Options may only be made using an Entitlement & Acceptance Form attached to or accompanying the Prospectus.

The Corporations Act prohibits any person from passing on to another person an Entitlement & Acceptance Form unless it is attached to or accompanies a printed copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

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TABLE OF CONTENTS

CHAIRMAN’S LETTER ........................................................................................................... 1 KEY OFFER DETAILS ............................................................................................................ 2 TERMS OF THE OFFER ......................................................................................................... 3 HOW TO APPLY ..................................................................................................................... 6 SUMMARY OF RISKS ............................................................................................................ 8 INFORMATION ABOUT THE COMPANY ............................................................................ 11 ADDITIONAL INFORMATION .............................................................................................. 14 GLOSSARY & INTERPRETATION ....................................................................................... 19

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CHAIRMAN’S LETTER

13 November 2009

Dear Shareholders

On behalf of Monax Mining Limited ( Monax ), I am pleased to provide you with the enclosed Prospectus which outlines the details of a one for three pro rata non-renounceable rights issue ( Rights Issue ) to raise approximately $2.7 million (before costs of issue). Persons who apply for shares under the Rights Issue will receive one free option for every two shares for which they subscribe.

The issue price of the New Shares is 7.5 cents per share which has been set at the same price as the shares offered under the Company’s recent Share Purchase Plan ( SPP ). The heavy oversubscription of the SPP has encouraged the Company to undertake this further capital raising to enable shareholders to purchase shares in the Company at a discounted price, thus providing shareholders with a further opportunity to participate in the Company’s exciting future

Monax has recently completed a successful Placement and SPP which raised approximately $2.6 million (before costs). This has improved the Company’s financial situation, but the Directors believe that further capital is required to fund Monax’s exciting exploration program for the upcoming year. The funds raised by the Rights Issue, together with Monax’s existing cash reserves will be utilised for upcoming planned exploration programs at the Company’s Punt Hill, Melton and Kangaroo Island projects.

A recently completed infill gravity survey at Punt Hill copper-gold-uranium project has produced two outstanding gravity anomalies at the Gopher and Otchuck prospects. Monax is about to commence the approvals process with drilling planned for the 1[st] quarter 2010.

The Melton copper-gold-uranium project will require funding once Marmota Energy Limited (ASX:MEU) has met its minimum expenditure requirement. It is envisaged that MEU will meet its 50% earn in commitment in early 2010 and Monax will need to co-fund exploration on a 50:50 basis. Preliminary aeromagnetic data have defined up to five high priority targets and ground based exploration including ground magnetic and gravity surveys are due to commence at the completion of harvesting in late November or early December 2009.

Exploration by Monax on its Kangaroo Island gold and base metals project has highlighted the need for further geophysical surveys and drilling to move this project forward. Evaluation of the drilling by Monax at the Bonaventura lead-zinc prospect has delineated the existing zone of mineralisation and Monax is planning an electromagnetic survey to target potential extensions of these high-grade zones. Monax will also be undertaking a drilling program focusing on the gold mineralisation mapped at the Kohinoor Mine.

I encourage you to read this Prospectus in full. Please consult your financial advisor when considering whether to take up your entitlement under the Rights Issue.

Yours sincerely

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Robert Kennedy Chairman Monax Mining Limited

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KEY OFFER DETAILS

The Offer	The Company is making an offer of up to approximately 36,619,835 New Shares at a price of 7.5 cents each on a one for three basis. Persons who apply for New Shares will receive one free Attaching Option for every two New Shares for which they apply.
Risks	An investment in the Offer should be considered speculative and prospective investors should read this Prospectus in full and pay particular attention to the Summary of Risks section of this Prospectus.
How to Apply	To apply for New Shares you must complete an Entitlement and Acceptance Form that accompanies a copy of this Prospectus.
Key Dates	• Prospectus Date – 13 November 2009 • Record Date – 24 November 2009 • Opening Date – 27 November 2009 • Closing Date – 11 December 2009 • Allotment Date – 14 December 2009 (on deferred settlement basis) • Date of dispatch of holding statements – 21 December 2009 Subject to the Listing Rules, the Company reserves the right to vary the timetable without notice including by extending the Closing Date or closing the Offer early.
Questions	If you are in any doubt as to the action you should take in respect of the Offer you should consult your stockbroker, accountant, financial or other professional adviser immediately.

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TERMS OF THE OFFER

The Offer

This is an offer of approximately 36,619,835 New Shares and 18,309,918 Attaching Options to the Shareholders of the Company who are registered on the Record Date. The New Shares are being offered on the basis of one New Share for every three Shares then held. Persons that apply for New Shares will receive one free Attaching Option for every two New Shares for which they apply.

Under the Rights Issue, the Company is seeking to raise approximately $2,746,488 (before expenses).

Issue Price

The issue price is 7.5 cents per New Share and is payable in full on application.

Fractional entitlements

Fractional entitlements will be rounded up to the nearest whole New Share. The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

Purpose of the Rights Issue

The net proceeds from the Rights Issue will be used as working capital to finance the exploration and development of permits in the Company’s existing portfolio as well as to look for new opportunities in acquiring proven or producing assets to which the Company can add value through technical enhancements.

The Company has recently completed a gravity survey at the Punt Hill copper-gold-uranium project and is planning to drill newly defined targets. The gravity survey delineated two new targets within areas of interpreted shallower basement rocks. The Company has commenced the approvals process with a view to drilling early in 2010.

Funds will be required for a proposed aggressive drilling program for the highly prospective Melton project on northern Yorke Peninsula. Monax has a joint venture with Marmota Energy Ltd ( Marmota ) on Melton and it is envisaged that Marmota will have met their 50% earn in commitment in nearly 2010 and Monax will need to co-fund exploration on a 50:50 basis.

Monax is also planning an electro-magnetic survey at the Bonaventura prospect, Kangaroo Island to assist in defining further high-grade zinc mineralisation for a planned drilling program.

The Company is in the process of considering a suite of new projects.

Opening and Closing Dates

The Rights Issue will open for receipt of acceptances on the Opening Date and closes on the Closing Date. The Directors reserve the right to close the Rights Issue early or extend the Closing Date. Investors are therefore urged to lodge their Entitlement and Acceptance Forms as soon as possible.

Rights Trading

The Rights to the New Shares and Attaching Options are non-renounceable, which means that

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Rights may not be traded.

Acceptances

Eligible Shareholders may accept all or part of their entitlement.

Instructions for completion are set out on the accompanying Entitlement and Acceptance Form. Acceptance must not exceed your entitlement as shown on that form.

Stock Exchange Listing

Application for the New Shares and Attaching Options offered under this Prospectus to be granted official quotation by the ASX has been made.

If the New Shares and Attaching Options are not admitted to quotation on the ASX within 3 months after the date of this Prospectus, none of the New Shares and Attaching Options offered under this Prospectus will be issued and allotted and the Company will return the money received from applicants as soon as practicable.

The ASX takes no responsibility for the contents of this Prospectus.

Rights Attaching to Shares and Attaching Options

The New Shares issued will rank equally with existing Shares on issue. The rights and liabilities attaching to the New Shares offered under this Prospectus are set out in the Constitution of the Company and in the Corporations Act.

The principal rights and liabilities attaching to the New Shares and existing Shares are summarised in the section “Additional Information”.

Terms of the Attaching Options are contained in the section “Additional Information”.

Effect of the Rights Issue on Optionholders

The Company currently has 4,325,000 unlisted options on issue.

Optionholders may participate in the Rights Issue by exercising any or all of these options before the Record Date. The exercise of any options prior to the Record Date will increase the issued capital of the Company and may increase the number of New Shares and Attaching Options issued under the Rights Issue and the total amount raised under the Rights Issue.

Optionholders cannot participate in the Rights Issue without exercising their options.

Minimum Capital Raising

There is no minimum limit to the amount of capital to be raised under the Rights Issue.

Shortfall in subscription

The Directors reserve the right to issue any shortfall in subscription for New Shares and Attaching Options at their discretion within 3 months after the close of the Rights Issue.

Placement fee

The Company will pay a placement and handling fee of 6% to financial services licensees who assist the Directors in placing any shortfall in subscription for New Shares and Attaching Options.

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Overseas Shareholders

This offer is only being extended to Shareholders with registered addresses in Australia and New Zealand. All other Shareholders ( Non-Resident Shareholders ) will not be offered Rights under this Prospectus. The Company has determined, in accordance with the Listing Rules, that it would be unreasonable to make an offer under this Prospectus to Non-Resident Shareholders having regard to:

• the number of Shareholders in the places where the offer would be made;

• the number and value of the rights that would be offered; and

• the cost of complying with the legal requirements in those places.

No Entitlement and Acceptance Forms are being sent to Non-Resident Shareholders, and this Prospectus is being sent to them for information purposes only.

Neither this Prospectus nor the Entitlement and Acceptance Form constitute an offer of, or an invitation by, or on behalf of the Company, to subscribe for or purchase any of the New Shares or Attaching Options in any jurisdiction or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and Entitlement and Acceptance Form, and the offering of New Shares, in certain jurisdictions may be restricted by law. Persons into whose possession such documents come should inform themselves about and comply with those restrictions.

Taxation

Shareholders should be aware that there are taxation implications for subscribing for New Shares and Attaching Options. These taxation implications will vary between different Shareholders and Shareholders should consult their own professional tax adviser in relation to the taxation implications.

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HOW TO APPLY

What you may do

The number of New Shares to which you are entitled is shown in the accompanying Entitlement and Acceptance Form. You may:

• take up all of your entitlement to New Shares;

• take up all of your entitlement to New Shares and apply for any entitlement not taken up by other Eligible Shareholders;

• take up part of your entitlement and allow the balance to lapse; or

• not take up any of your entitlement and allow it to lapse.

Complete and return the Entitlement and Acceptance Form

Refer to the Entitlement and Acceptance Form for instructions on its completion. Please send your completed Entitlement and Acceptance Form together with your cheque for the total amount payable to reach the Company’s share registry by 5:00 pm (Adelaide time) on the Closing Date.

For payment by BPAY®, please follow the instructions on your personalised Entitlement and Acceptance Form. Please note that should you choose to pay by BPAY®, you do not need to submit the personalised acceptance form but are taken to have made the declarations on that Entitlement and Acceptance Form. Your BPAY® payment must be received by 5.00pm (Adelaide time) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times in regard to electronic payment and you should take this into account when making payment.

If you wish to take up all of your entitlement, please complete and return the accompanying Entitlement and Acceptance Form in accordance with the instructions on it. Return your completed Entitlement and Acceptance Form (together with payment for your New Shares in full) to reach the Company's share registry by not later than 5.00pm (Adelaide time) on the Closing Date.

Taking up any shortfall

If an Eligible Shareholder wishes to take up any New Shares offered on the basis of this Prospectus which are not taken up by other Eligible Shareholders, Eligible Shareholders must, in addition to completing the portion of their Entitlement and Acceptance Form which relates to their entitlement, complete the portion of the Form relating to the additional Shares they wish to take up.

Investors in Australia or New Zealand other than Eligible Shareholders that wish to take up any New Shares offered on the basis of this Prospectus not taken up by Eligible Shareholders must complete a Shortfall Application Form.

Shortfall Application Forms will be provided to investors on request. Refer to the Shortfall Application Form for instructions on its completion.

Shortfall Application Forms together with payment for the New Shares must also be returned before the Closing Date. Receipts will not be issued.

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Entitlements not taken up

If you decide to take up only part of your entitlement or not to accept any of your entitlement, your entitlement will lapse to that extent and may be placed by the Directors within 3 months after the close of the Rights Issue.

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SUMMARY OF RISKS

As with all investments, investors should be aware that the market price of securities may fall as well as rise. It is recommended that investors read the entire Prospectus to assess the risks of investing in the Company.

The potential returns of the Company will be exposed to risks specific to the Company and to general investment risks. While it is impossible to identify all risks, the attention of investors is drawn to the following particular risks.

General Investment Risks

The price of the Shares and Attaching Option on ASX may rise or fall due to numerous factors including:

• general economic conditions, including inflation rates and interest rates;

• variations in the local and global markets for listed shares in general, or for mining stocks in particular;

• changes to government policy, legislation or regulation;

• competition in the industry in which the Company operates; and

• general operational and business risks.

In particular, the share prices of many companies have in recent times been subject to wide fluctuations, which in many circumstances arise by reason of matters outside the control of the Company, including global hostilities and tensions and the general state of the economy. Such fluctuations may materially, adversely affect the market price of the Shares and Attaching Options.

There can also be no guarantee that an active market in the Shares and Attaching Options will develop or that the price of the Shares and Attaching Options will increase. There may be relatively few or many potential buyers or sellers of the Shares and Attaching Options on the ASX at any given time. This may increase the volatility of the market price of the Shares and Attaching Options, and the prevailing market price at which shareholders are able to sell their Shares and Attaching Options.

The matters set out above may result in Shareholders receiving a price for their Shares and Attaching Options that is more or less than the offer price.

The demand for and price of commodities is influenced by a variety of factors including the level of forward selling by producers, costs of production, general economic conditions, the level of inflation, interest rates and exchange rates.

Future Capital Requirements

The Company may require additional capital to fund further exploration / development of its existing or new projects. The Company’s ability to raise sufficient further capital within an acceptable time frame and on terms acceptable to it will vary according to a number of factors including (without limitation) the prospects of new projects (if any), the results of exploration and subsequent feasibility studies, stock market and industry conditions and the price of relevant commodities.

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Exploration and Development

Exploration by its nature contains elements of significant risk. Ultimate success depends on the discovery of economically recoverable resources, obtaining the necessary titles and governmental regulatory approvals and obtaining and servicing of funding for mining operations if and when a decision to mine is made.

There can be no assurance that the Company’s existing projects or any other projects or tenements that the Company may acquire in the future will result in the discovery of significant resources. Even if significant resources are identified, there can be no guarantee that they will be able to be economically exploited.

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

• geological conditions;

• limitations on activities due to seasonal weather patterns;

• alterations to joint venture programmes and budgets;

• the availability of drilling rigs and other machinery necessary for the Company to undertake its activities;

• unanticipated operational and technical difficulties encountered in survey, drilling and production activities;

• mechanical failure of operating plant and equipment, adverse weather conditions, industrial and environmental accidents, industrial disputes and other force majeure events;

• unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment; and

• prevention or restriction of access by reason of political unrest, outbreak of hostilities, and inability to obtain consents or approvals (including clearance of work programs pursuant to existing, and any future access agreements entered into with registered native title claimants).

Loss of Key Personnel

The Company’s success depends on the competencies of its Directors and senior management. The loss of one or more of the Directors or senior management could have a materially adverse effect on the Company’s business, financial position and results of operations. The resulting impact from such an event would depend on the quality of any replacement.

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Native Title

Some of the Company’s tenements are located within areas the subject of claims or applications for native title determination. The Native Title Act 1993 (Cth) and related State native title legislation and aboriginal heritage legislation may affect the Company's ability to obtain access to certain of its exploration areas or to obtain mining production titles. Settling any such claims will incur costs to the Company. The degree to which this may impact on the Company's activities will depend on a number of factors, including the status of particular tenements and their locations.

Title, Environmental Bonds and Conditions

All mining tenements which the Company may acquire either by application, sale and purchase or farm-in are regulated by applicable state mining legislation. There is no guarantee that applications will be granted as applied for. Various conditions may also be imposed as a condition of grant. In addition the relevant minister may need to consent to any transfer of a tenement to the Company.

Environment

The Company’s projects are subject to State and Federal laws and regulations regarding environmental matters. Many of the activities and operations of the Company cannot be carried out without prior approval from and compliance with all relevant authorities. Resource activities can be environmentally sensitive and can give rise to substantial costs for environmental rehabilitation, damage control and losses. The Company undertakes to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws.

Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter mineralisation or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted and mining plans altered in a way which could impact adversely on the operations of the Company.

Agreements with Third Parties

The Company is and will be subject to various contracts and agreements with third parties. There is a risk of financial failure or default by a counterparty to these arrangements. Any breach or failure may lead to penalties or termination of the relevant contract. In addition, the Company’s interest in the relevant subject matter may be jeopardised.

Regulation of the Uranium Mining Industry

Changes to the laws and regulations that apply to the Company from time to time could materially adversely impact the Company’s business, financial performance, and ultimately, potential returns to prospective investors.

Some of the Company’s tenements have potential for uranium mining. Uranium mining is subject to regulation by State and Federal governments in relation to a range of matters.

Although governments in South Australia and the Northern Territory have expressed support for an expansion of uranium mining operations, the State government in Queensland has policies against the development or uranium mines.

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INFORMATION ABOUT THE COMPANY

Disclosing Entity

This Prospectus is issued pursuant to section 713 of the Corporations Act as a prospectus for the offer of continuously quoted securities.

The Company is a "disclosing entity" for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Specifically, as a listed company, the Company is subject to the Listing Rules of the ASX which require continuous disclosure to the market of any information the Company has which a reasonable person would expect to have a material effect on the price or value of the Company's shares.

The ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at the ASX in Adelaide during normal working hours. In addition, copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, any Regional Office of the ASIC.

Information Available to Shareholders and Prospective Investors

The Company will provide a copy of each of the following documents free of charge, to any Shareholder or prospective investor who so requests during the application period under this Prospectus:

• the 2009 Annual Report of the Company which contains the financial statements and consolidated financial statements for the 2009 financial year; and

• the following announcements lodged with the ASX since release of the 2009 Annual Report:

Date	Announcement
29 October 2009	Change in substantial holding for MEU
30 October 2009	September 2009 Quarterly Activities and Cashflows
5 November 2009	Punt Hill Gravity Survey
10 November 2009	Rights Issue to Raise $2.7 Million
11 November 2009	Letter to Optionholders

Market Prices of the Company’s Shares on ASX

The highest and lowest market sale price of the Company’s shares on the ASX during the 3 months immediately preceding the date of this Prospectus, and the respective dates of those sales, and the last sale on the ASX trading day immediately preceding the date of this Prospectus were as follows:

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	Price	Dates
Highest	$0.125	1 September 2009
Lowest	$0.066	21 August 2009
Latest	$0.090	12 November 2009

Effect of the Rights Issue on the Company

The principal effects of the Rights Issue on the Company will be, if it is fully subscribed, to:

• increase cash reserves by approximately $2.7 million (before expenses of the Rights Issue are taken into account and assuming all Attaching Options are not exercised) or $5.5 million (before expenses of the Rights Issue are taken into account and assuming all Attaching Options are exercised) to enable the Company to pursue its objectives;

• increase the number of issued Shares by 54,929,753 (figure includes amount if Attaching Options are exercised) to 164,789,259 Shares;

• result in the Company having on issue an additional 18,309,918 options on the terms contained in the “Additional Information” section of this Prospectus under the heading “Terms of Attaching Options”.

These amounts assume that all options over unissued Shares are exercised prior to the Record Date.

Statement of Financial Position

Set out on the following page is a Pro Forma Consolidated Statement of Financial Position of the Company taking into account the Rights Issue. It is based on consolidated financial statements for the year ended 2009. The Pro Forma Consolidated Statement of Financial Position illustrates the effect of the Rights Issue as if the Rights Issue had occurred on 30 June 2009, fully subscribed.

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	30 June 2009 $ Changes $ Pro Forma 30 June 2009 $
Current assets Cash and cash equivalents Trade and other receivables Other current assets Financial assets Total current assets Non-current assets Plant and equipment Financial assets Exploration and evaluation expenditure Total non-current assets Total assets Current liabilities Trade and other payables Short term provisions Total current liabilities Non-current liabilities Capitalised lease incentive Long term provisions Deferred tax liability Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits/(losses) Minority interests Total equity	2,216,680 5,363,076* 7,579,756 564,779 - 564,779 51,742 - 51,742 7,460,890 - 7,460,890
	10,294,091 5,363,076 15,657,167
	735,463 - 735,463 - - - 15,181,484 - 15,181,484
	15,916,947 - 15,916,947
	26,211,038 5,363,076 31,574,114
	294,867 - 294,867 75,355 - 75,355
	370,222 - 370,222
	86,789 - 86,789 43,368 - 43,368 - - -
	130,157 - 130,157
	500,379 - 500,379
	25,710,659 5,363,076 31,073,735
	13,866,800 5,363,076* 19,229,876 378,955 - 378,955 (3,150,747) - (3,150,747)
	11,095,008 5,363,076 16,458,084 14,615,651 - 14,615,651
	25,710,659 5,363,076 31,073,735

*On 23 September 2009, 10,533,332 ordinary shares were issued under a share placement, raising $790,000. On 9 October 2009, 24,354,117 ordinary shares were issued under a Share Purchase Plan, raising $1,826,558.

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ADDITIONAL INFORMATION

Rights and liabilities attaching to New Shares

All New Shares will be issued on the same terms as each other and as Shares already on issue. Full details of the rights and liabilities attaching to New Shares are set out in the Company’s constitution, a copy of which may be inspected at the Company’s registered office (refer to the Corporate Directory). Holders of Shares also have common law and statutory rights. A summary of the rights and liabilities attaching to Shares follows.

Voting rights

At a general meeting every shareholder present in person by proxy, attorney or representative has one vote on a show of hands and every shareholder present in person or by proxy, attorney or representative has one vote for each Share on a poll.

Dividends

Dividends are declared by the Directors at their discretion and subject to any special rights (at present there are none) are payable on all Shares in proportion to the amount of capital for the time being paid up or credited as paid up on those Shares.

Transfer of Shares

Generally, Shares are freely transferable. Where the Listing Rules or the law require the Company to do so, the Directors must decline to register a transfer. If Shares are subject to a restriction agreement entered into by the Company and shareholder, except as permitted by the Listing Rules, a shareholder may not dispose of the Shares and the Directors and the Company will not register a dealing in the Shares.

Future increases in capital

The allotment or issue of any shares of the Company is under the control of the Directors who may, subject to the Corporations Act and the Listing Rules, allot or otherwise dispose of them on such conditions as they see fit.

Variation of rights

The rights and privileges attaching to Shares can be altered by special resolution of the shareholders. A special resolution is a resolution passed by a majority of not less than 75% of those present and voting.

Rights on winding up

In the event of a winding up of the Company:

• any surplus will be divided among the shareholders in the proportion that the amount paid up on the shares bears to the total amount paid up on all shares of the Company on issue;

• surplus assets in kind may, with the sanction of a special resolution, be divided among shareholders in such proportion as the liquidator may determine.

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Terms of Attaching Options

The Attaching Options will be issued on the following terms:

• (1) Each option entitles the holder ( Optionholder ) to subscribe for one fully paid ordinary share in the Company.

• (2) Each option is exercisable at any time from the date the option is granted until 30 November 2011 ( Expiry Date ) (inclusive of both dates) by delivering a properly executed notice of exercise of option in a form acceptable to the Company together with the Exercise Price in paragraph 4 of these terms.

• (3) The exercise price of each option is 15 cents ( Exercise Price ).

• (4) Shares issued pursuant to the exercise of any option will rank in all respects on equal terms with the existing fully paid ordinary shares in the Company.

• (5) No adjustment to the number of Shares which each Attaching Option entitles the Optionholder to subscribe will be made, except in accordance with paragraph 8 of these terms.

• (6) An option will not entitle the holder to participate in any new issue of Shares by the Company, unless the option has been duly exercised prior to the relevant record date.

• (7) If there is a reconstruction or reorganisation (including consolidation, sub-division, reduction or return) of the capital of the Company, the rights of the Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the restructure or reorganisation. Any changes to the terms of the options will not result in any benefit being conferred on the Optionholders which is not conferred on the shareholders of the Company.

• (8) Application will be made by the Company to the ASX for permission for quotation to be granted in respect of Shares issued upon exercise of any of the options in the manner required by the ASX Listing Rules.

• (9) The options will be fully transferable in accordance with the constitution of the Company and, for such time as the Company is listed, the ASX Listing Rules and the ASTC Business Rules.

• (10) Shares issued pursuant to the exercise of an option will be issued on a date which will not be more than 10 days after the receipt of a properly executed notice of exercise of option and the Exercise Price in respect of the exercise of the option.

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Directors’ Interests

Other than as set out below or elsewhere in this Prospectus:

• (a) no Director or proposed Director has, or has had in the two years before 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; or

• the Offer; and

• (b) no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to:

• any Director or proposed Director to induce him or her to become, or to qualify as, a director of the Company; or

• any Director or proposed Director for services which he or she has provided in connection with the formation or promotion of the Company or the Offer.

Interests in securities

The securities of the Company in which Directors have Relevant Interests are:

Director	Shares	Options
Mr Gary Ferris	Nil	Nil
Mr Robert Kennedy	3,348,365	350,000
Dr Neville Alley	3,022,727	400,000
Mr Glenn Davis	2,775,455	350,000
Mr Reg Nelson	2,145,659	350,000
Mr Ian Witton	74,192	Nil
Mr Ewan Vickery	55,300	Nil

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Directors’ fees

The Company has paid or agreed to pay annual fees to the Directors as follows:

Director	Fee (inclusive of superannuation) (2009 Financial Year)	Fee (inclusive of superannuation) (2010 Financial Year)
Mr Gary Ferris	Nil	$240,000 p.a commencing 1 September 2009
Mr Robert Kennedy	$73,500	$73,500
Dr Neville Alley	$36,750	$36,750
Mr Glenn Davis	$42,000	$42,000
Mr Reg Nelson	$42,000	$42,000
Mr Ian Witton	$5,000	Nil
Mr Ewan Vickery	$5,000	Nil
Mr Michael Schwarz	$248,250 p.a	$240,000 p.a. until 31 August 2009

Interests of persons involved in the Offer

Other than as set out below or elsewhere in this Prospectus:

• (a) no promoter of the Company or person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus has, or has in the two years before the date of this Prospectus had, 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; or

• the Offer; and

• (b) no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any promoter of the Company, underwriter to the Offer or a financial services licensee involved in the Offer or other person named in this Prospectus as having performed a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus or provided in connection with the formation or promotion of the Company, or the Offer.

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DMAW Lawyers has provided legal services to the Company in respect of the Prospectus and will be paid approximately $20,000 for those services. In the past two years, DMAW Lawyers has been paid approximately $69,000 (exclusive of GST) for legal services provided to the Company.

Expenses of the Rights Issue

On the assumption that the Rights Issue is fully subscribed, the total expenses connected with the Rights Issue, including legal and other advisory fees, listing, printing and other miscellaneous expenses are estimated to be approximately $50,000.

Consents

DMAW Lawyers has given and not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to being named in this Prospectus as the Company’s solicitor in the form and context in which it is named and to having provided legal services to the Company.

Computershare Investor Services Pty Limited has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its written consent to be named as Share Registrar 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 the Prospectus other than being named as Share Registrar 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 the Prospectus.

Each Director has consented to the issue and lodgment of this Prospectus.

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GLOSSARY & INTERPRETATION

Glossary

In this Prospectus, unless the contrary intention appears:

ASIC means the Australian Securities and Investments Commission;

ASX means ASX Limited;

Attaching Option means the options to be issued pursuant to this Prospectus;

Closing Date means the closing date of the Rights Issue listed in the “Key Offer Details” section of this Prospectus;

Company means Monax Mining Limited (ABN 96 110 336 733);

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the Directors of the Company;

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Prospectus;

New Shares means Shares in the Company issued pursuant to the Rights Issue;

Offer means the offer of New Shares made on the basis of this Prospectus;

Opening Date means the opening date of the Rights Issue listed in the “Key Offer Details” section of this Prospectus;

Prospectus means this document;

Record Date means the record date to determine the Shareholders entitled to participate in the Rights Issue determined in accordance with the ASX Listing Rules, listed in the “Key Offer Details” section of this Prospectus;

Relevant Interest has the meaning given in the Corporations Act;

Rights means the rights to subscribe for New Shares under this Prospectus;

Rights Issue means the non-renounceable rights issue the subject of this Prospectus;

Shareholders means a holder of Shares; and

Shares means fully paid ordinary shares in the Company.

Interpretation

In this Prospectus, unless the contrary intention appears:

• (a) words importing the singular include the plural and the plural includes the singular and any gender include the other genders;

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• (b) if a word or phrase is defined in the Corporations Act, the ASX Listing Rules or the ASTC Settlement Rules, it bears the same meaning;

• (c) if a word or phrase is defined other parts of speech or grammatical forms of that word have corresponding definitions;

• (d) a reference in this Prospectus to a clause, paragraph or section is to a clause, paragraph or section of this Prospectus;

• (e)

• a reference to:

• (i) a person includes a natural person, partnership, firm, unincorporated association, corporation and a government or statutory body or authority or other entity;

• (ii) a person includes the legal personal representatives, successors and assigns of that person;

• (iii) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

• (iv) time is Adelaide, South Australia time;

• (v) a right includes a benefit, remedy, direction or power; and

• (vi) A$, $A, $, dollars ($) and cents (c) are references to the lawful currency of Australia;

• (f) annexures to this Prospectus form part of this Prospectus;

• (g) headings are for reference and do not affect interpretation.

Signed pursuant to section 351 of the Corporations Act

==> picture [128 x 96] intentionally omitted <==

……………………………………………..

Robert Kennedy Chairman

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Monax Mining Limited ABN 96 110 336 733

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 2987 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 web.queries@computershare.com.au www.computershare.com

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

For your security keep your SRN/HIN confidential.

Entitlement and Acceptance Form (including Additional Securities)

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Non-Renounceable Entitlement Issue closing 5:00pm (Adelaide time) on Friday 11 December 2009

Non-Renounceable Entitlement Issue of 1 New Share for every 3 Shares registered and entitled to participate at the record date at an issue price of A$0.075 per New Share. Eligible Shareholders will also receive 1 attaching New Option, with an exercise price of A$0.15 and an expiry date of 30 November 2011, for every 2 New Shares subscribed for under the offer.

Receipt of the slip below by 5:00pm (Adelaide time) on Friday 11 December 2009 with your payment, utilising the payment options detailed overleaf will constitute acceptance in accordance with the terms and conditions of the Prospectus dated 13 November 2009.

==> picture [220 x 131] intentionally omitted <==

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

A Securityholder Entitlement details
Subregister Issuer
Existing Shares entitled to
participate at Record Date on XXX,XXX,XXX
24 November 2009
Entitlement to New Shares on a 1for 3 basis XXX,XXX,XXX
Amount payable on full acceptance
at A$0.075 per New Share X,XXX,XXX.XX
Entitlement Number 123456789012
----- End of picture text -----

I/We enclose my/our payment for the amount shown below being payment of A$0.075 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the Share allotted to me/us, and I/we agree to be bound by the Constitution of the Company.

==> picture [561 x 237] intentionally omitted <==

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

See back of form for completion guidelines
MOX 2 N R B
▼ PLEASE DETACH HERE ▼ 039869_00SJHA06/01/09
Please see overleaf for Payment Options
Biller Code: 123456
Ent: X,XXX Pay: X,XXX Ref No: 123412341234123412
cheque(s)Paperclip Monax Mining Limited ABN 96 110 336 733 Number of additional Shares
Do nothere. B Number of New Shares applied for C applied for D [Amount enclosed at A$0.075 per New Share]
staple.
.
A$
Payment Details – Please note that funds are unable to be directly debited from your bank account
E
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque or bank draft payable to Monax Mining Limited Rights Issue
Contact Details
F
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
----- End of picture text -----

1234567890123456+1234567890 -1234+12

How to complete the Entitlement and Acceptance Form (including Additional Securities) Please note that photocopies of this form will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

A Details ofNovember 2009 are shown in box A on the front of this Entitlement Form.your Entitlement based on your Securityholding at close of business on 24 E Payment Details You can apply for shares by utilising the payment options detailed below. Please B New Securities Applied for note that funds are unable to be directly debited from your bank account. By making your payment using either electronic means or by cheque, bank draft or You can apply to accept either all or part of your Entitlement. Enter in box B the money order, you confirm that you: number of New Shares you wish to accept from your Entitlement. ● agree to all of the terms and conditions as detailed in the Prospectus dated Please ensure you complete Section B on the bottom of the form. 13 November 2009 C Additional Securities Applied for Yourdrawn on an Australian branch of a financial institution. Such payment must be madecheque, money order or bank draft must be made in Australian currency and Enter the number of additional New Shares you wish to apply for (if any). payable to Monax Mining Limited Rights Issue and crossed “Not Negotiable”. No Eligible Securityholder is assured of receiving any New Shares applied for in Payments not properly drawn may be rejected. excess of their Entitlement and any amount by which applications from Eligible Cheques will be processed on the day of receipt and as such, sufficient cleared funds Securityholders exceed their Entitlements may be scaled back at Monax Mining must be held in your account as cheques returned unpaid may not be re-presented Limited’s discretion, in such manner as Monax Mining Limited considers is reasonable and may result in your Acceptance form being rejected. Paperclip (do not staple) your in the circumstances. cheque(s) to the form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded. Please ensure you complete Section C on the bottom of the form. Enter the total amount of acceptance monies payable. To calculate this amount, F Contact Details D multiply the total number of New Shares applied for in box B, and if applicable, box C, Enter the name of a contact person and telephone number. These details will only be by A$0.075. used in the event that the registry has a query regarding the slip below.

Please ensure you complete Section D on the bottom of the form.

The directors reserve the right to make amendments to this form where appropriate.

Lodgement of Acceptance

If you are applying for shares and your payment is being made using BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 5:00pm (Adelaide time) on Friday 11 December 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment.

If you are paying by cheque, bank draft or money order, the slip below must be received by Computershare Investor Services Pty Limited (CIS) Adelaide by no later than 5:00pm (Adelaide time) on Friday 11 December 2009. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@computershare.com.au

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 556 161.

This form may not be used to notify your change of address. For information, please contact CIS on 1300 556 161 or www.computershare.com (Certificated/Issuer Sponsored Holders only).

CHESS holders must contact their Controlling Participant to notify a change of address.

039869_00SJHA 06/01/09

Payment Options: Biller Code: 123456 Monax Mining Limited Computershare Investor Ref No: 123412341234123412 Services Pty Limited Telephone & Internet Banking – BPAY GPO Box 2987 Adelaide, South Australia 5001 Call credit union or AUSTRALIA

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au