FireFly Metals Ltd. - Capital/Financing Update 2013

ABN: 96 110 336 733

Exploration Office Unit 2 / 81 Harrison Road Dudley Park SA 5008 [email protected]

Tel: +61 8 8245 4900 Fax: +61 8 8245 4999 www.monaxmining.com.au

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23 September 2013

ASX ANNOUNCEMENT

RIGHTS ISSUE – LODGEMENT OF PROSPECTUS

Please find enclosed a prospectus for a one for three non-renounceable rights issue (‘Rights Issue’) by Monax Mining Limited (ASX:MOX), lodged with ASIC this morning.

The Prospectus together with an Entitlement and Acceptance Form will be sent to Eligible Shareholders on 8 October 2013.

Monax Mining Limited

ABN 96 110 336 733

Entitlement Issue Prospectus

This Prospectus relates to an offer to Shareholders of 1 share ( New Share ) for every 3 existing shares held.

The New Shares are offered at a price of $0.03 each to raise approximately $1.5 million (before expenses).

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.

CORPORATE DIRECTORY

Directors

Robert Kennedy (Chairman)

Gary Ferris (Managing Director)

Glenn Davis (Non-Executive Director)

Ian Witton (Alternate Director)

Company Secretary

Virginia Suttell

Exploration Office and Principal Place of Business

Share Registry

Computershare Investor Services Level 5, 115 Grenfell Street Adelaide SA 5000

Phone: 1300 556 161 (within Australia)

+61 3 9415 4000 (outside Australia)

Fax: 1300 534 987 (within Australia)

+61 3 9473 2408 (outside Australia)

Stock Exchange Listing

Australian Securities Exchange

Unit 2, 81 Harrison Road Dudley Park SA 5008

ASX Code: MOX

Phone: 08 8245 4900

Fax: 08 8245 4999

Registered Office

140 Greenhill Road Unley SA 5061

Website

www.monaxmining.com.au

Important Notices .................................................................................................................. 1	Important Notices .................................................................................................................. 1
Summary of Key Dates ......................................................................................................... 2
1.	Details of the Offer ......................................................................................................... 2
2.	How to Apply .................................................................................................................. 7
3.	Information about the Company ..................................................................................... 8
4.	Risks ............................................................................................................................ 10
5.	Additional Information .................................................................................................. 13
6.	Glossary and Interpretation .......................................................................................... 15

Chairman's Letter

Dear Fellow Shareholders

I am pleased to enclose your Prospectus and accompanying Entitlement and Acceptance Form for participation in the one for three non-renounceable Rights Issue announced by Monax Mining Limited on 16 September 2013.

The Rights Issue will raise up to approximately $1.5 million (before costs) through the issue of up to 50,071,601 new fully paid ordinary shares at $0.03 per share – a discount of approximately 15% to the last closing price for Monax shares on the ASX prior to the announcement of the Rights Issue.

The funds raised by the Rights Issue will enable Monax to further add value to the recently announced maiden JORC Inferred Mineral Resource for the Wilclo South Graphite Deposit and provide additional working capital.

The Wilclo South deposit forms part of the Company’s 100% owned Waddikee Project (EL 4662), located 100 kilometres southwest of Whyalla, in an area emerging as one of Australia’s premier graphite provinces.

The Board of Monax consider that in the current environment of constrained capital, the best interests of the shareholders in the Company will be served through a balanced approach of direct exploration by Monax and by seeking strategic alliances/joint ventures with other parties.

Monax will undertake beneficiation test work on samples from Wilclo South to characterise the graphite and provide Monax with the ability to market the graphite and seek potential offtake agreements with potential end users.

Monax is also planning to conduct further resource definition drilling at the Francis graphite prospect.

As an eligible shareholder you may participate in the offer by completing the personalised Entitlement and Acceptance Form accompanying the Prospectus.

The closing date for acceptance of shares under the Rights Issue is 22 October 2013. As an eligible shareholder you may also apply for additional shares in excess of your entitlement. However, under the Prospectus, the Directors reserve the right to accept, scale back or refuse any application for additional shares in excess of a shareholder’s entitlement or any application in excess of any shortfall available for issue under the Rights Issue.

I encourage you to read the Prospectus carefully and, together with my fellow Directors, look forward to your participation in the Rights Issue.

Yours faithfully

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Robert Kennedy Chairman

Important Notices

Risks

An investment in the Offer made under this Prospectus should be considered speculative. The attention of investors is drawn to the Risks section of this Prospectus. The key risks relating to an investment in the Offer are:

general investment risks
future capital requirements

that it would be unreasonable to make an offer under this Prospectus to persons that are not residents of Australia and New Zealand, having regard to the cost of complying with legal requirements in foreign countries. 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 in any jurisdiction or to any person to whom it is unlawful to make such an offer or invitation.

exploration and development

Entitlement and Acceptance Forms

loss of key personnel

Lodgement

This Prospectus is dated 23 September 2013 ( 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 New Shares you should consider whether they are a suitable investment for you. Persons wishing to subscribe for New Shares 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 New Shares offered by this Prospectus.

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

The Corporations Act prohibits any person from passing on to another person an Entitlement and 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.

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 and New Zealand. The Company has determined

Summary of Key Dates

EVENT	DATE
Prospectus lodged with ASIC and ASX	23 September 2013
“Ex” date	25 September 2013
Record Date to identify Shareholders entitled to participate in the Offer	1 October 2013
Prospectus and Entitlement and Acceptance Forms dispatched to Shareholders	8 October 2013
Opening date	8 October 2013
Closing date for acceptances	22 October 2013
Shares quoted on a deferred settlement basis	23 October 2013
Notification to ASX of under subscriptions	25 October 2013
Issue date for New Shares issued under the Offer Deferred settlement trading ends	30 October 2013
Trading of New Shares on ASX commences	31 October 2013

This timetable is indicative only and subject to change. The Company reserves the right to vary the dates of the Offer subject to the Corporations Act, ASX Listing Rules and other applicable laws.

1. Details of the Offer

1.1 The Offer

This is an offer of up to 50,071,601 New Shares to the Shareholders of the Company who are registered on the Record Date. One New Share is offered for every 3 shares held at a price of $0.03 each to raise up to $1,502,148 (before costs).

1.2 Issue Price

The issue price is $0.03 per New Share payable in full on application.

1.3 Fractional entitlements

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

1.4 Purpose of the Rights Issue

The purpose of the Offer is to raise up to $1,502,148 for New Shares. Based on current information and budgets, the Company intends to apply the money raised from the Offer under this Prospectus as outlined in the table below.

Results of exploration will lead to an ongoing re-assessment of each project and work programs and budgets may be modified.

If less than $1,502,148 is raised, the Company intends to apply the amount raised first to any additional costs of the Offer and second to those activities that would be most beneficial for the progression of the projects. Those activities are, in order of priority, beneficiation and metallurgical studies – Wilclo South, graphite testing/Resource definition Francis prospect and marketing initiatives of the graphite product.

Use of Funds	Amount
Beneficiation and metallurgical studies – Wilclo South	$200,000
Exploration at Francis prospect (inclusive of all costs)	$340,000
Graphite testing/Resource definition Francis prospect	$100,000
Marketing initiatives of the graphite product	$40,000
Maintenance/exploration of other Monax projects	$220,000
General working capital	$500,000
Expenses of the Offer	$100,000
Total	$1,500,000

1.5 Effect of the Offer on Capital Structure

The effect of the Offer on the capital structure of the Company is set out in the following table:

	Shares and options currently on issue	New Shares offered pursuant to this Prospectus	Total shares and options on issue on completion of the Offer1
Ordinary shares	150,214,803	50,071,601	200,286,404
Unquoted options	985,000		985,000

1 This assumes all Entitlements are accepted and that none of the options referred to in section 1.12 of the Prospectus are exercised before the Record Date.

1.6 Effect of the Offer on Control

Under the Offer, Eligible Shareholders who take up their full Entitlement will not have their holdings diluted.

The potential effect the Offer will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand and existing holdings of Shares. However, given the structure of the Offer as a pro rata issue and the current level of holdings of substantial holders (based on substantial holding notices that have been given to the Company on or prior to the date of this Prospectus), the Offer is not expected to have any material effect or consequence on the control of the Company

1.7 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 vary the dates of the Offer, including extending the Closing Date subject to the Corporations Act, ASX Listing Rules or other applicable laws. Investors are therefore urged to lodge their Entitlement and Acceptance Forms as soon as possible.

1.8 Rights Trading

The Rights to the New Shares are non-renounceable, which means that Rights will not be traded.

1.9 Acceptances

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.

1.10 ASX Listing

Application has been made for the New Shares offered under this Prospectus to be granted official quotation by the ASX. The granting by ASX for the official quotation of the New Shares is not guaranteed.

If the New Shares are not admitted to quotation on the ASX within 3 months after the date of this Prospectus, none of the New Shares offered under this Prospectus will be issued and allotted and all application monies will be refunded.

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

1.11 Rights attaching to Shares

Full details of the rights attaching to Shares are set out in the Company's constitution, a copy of which may be inspected at the Company's registered office. A summary of the rights follows.

Voting rights

At a general meeting every shareholder present in person or 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.

1.12 Effect of the Rights Issue on Option holders

The Company currently has the following unquoted options on issue:

Number of options	Exercise price	Expiry date
10,000	$0.0517	23 December 2013
425,000	$0.0917	5 March 2015
225,000	$0.051	28 July 2016
325,000	$0.053	23 July 2017

Option holders 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 issued under the Rights Issue and the total amount raised under the Rights Issue.

Option holders cannot participate in the Rights Issue without exercising their options.

1.13 Minimum Capital Raising

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

1.14 Shortfall in subscription

The Directors reserve the right to issue any shortfall in subscription for New Shares at their discretion within 3 months after the close of the Offer ( Shortfall Offer ). Offers of shortfall are made as a separate offer under this Prospectus. Should the Directors decide to issue any shortfall, the Shortfall Offer will remain open after the Closing Date.

1.15 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.

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 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.

1.16 Taxation

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

2. How to Apply

2.1 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 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.

2.2 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 the Entitlement and Acceptance Form. Please note that should you choose to pay by BPAY, you do not need to submit the Entitlement and Acceptance Form. Your BPAY payment must be received by 5:00 pm (Adelaide time) on the Closing Date. You should be aware that your financial institution may implement earlier cutoff times with respect to electronic payment and you should take this into account when making payment.

2.3 Applying for Additional New Shares

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

The number of Additional New Shares available will depend on the level of acceptance of Entitlements by Eligible Shareholders and whether the directors decide to issue the shortfall. Accordingly you may not receive the full amount or any of the Additional New Shares for which you have applied. Additional New Shares, if available, will be issued under the Shortfall Offer.

2.4 Shortfall

Investors in Australia and New Zealand other than Shareholders that wish to take up any New Shares offered on the basis of this Prospectus not taken up by 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.

2.5 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 Offer under the Shortfall Offer.

3. Information about the Company

3.1 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 during normal working hours or via the ASX website at www.asx.com.au. 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.

3.2 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 2013 Financial Report of the Company which contains the financial statements and consolidated financial statements for the 2013 financial year;
the half-year report of the Company for the period ended 31 December 2012; and

any announcements lodged with the ASX since release of the 2013 Financial Report.

3.3 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:

	Price	Dates
Highest	$0.041	27 and 28 August
Lowest	$0.03	16 and 17 September
Latest	$0.031	18 September

3.4 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 up to $1,502,148 (before expenses of the Rights Issue are taken into account) to enable the Company to pursue its objectives;
result in the Company having on issue up to an additional 50,071,601 shares.

These amounts do not take into account the effect of the exercise of any options over unissued Shares that may occur prior to the Record Date.

3.5 Statement of Financial Position

Set out below 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 30 June 2013. 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 2013, fully subscribed.

	Monax Mining Limited Pro Forma Balance Sheet	Monax Mining Limited Pro Forma Balance Sheet

	30/06/2013	Rights Issue Transaction	Maximum Subscription

Current assets
Cashand cashequivalents	1,396,231	1,402,148	2,798,379
Trade and other receivables	225,217		225,217
Othercurrent assets	30,220		30,220
Total Current assets	1,651,668	1,402,148	3,053,816

Non-current assets

Monax Mining Limited Pro Forma Balance Sheet	Monax Mining Limited Pro Forma Balance Sheet	Monax Mining Limited Pro Forma Balance Sheet	Monax Mining Limited Pro Forma Balance Sheet

	30/06/2013	Rights Issue Transaction	Maximum Subscription
Plant and equipment	93,742		93,742
Exploration and evaluation assets	11,737,172		11,737,172
Investments accounted for using the equitymethod	1		1
Available for sale financial assets	782,428		782,428
Deferred tax asset	244,057		244,057
Total non-current assets	12,857,400		12,857,400

Total assets	14,509,068	1,402,148	15,911,216

Current liabilities
Trade and otherpayables	614,152		614,152
Short termprovisions	87,482		87,482
Total current liabilities	701,634	-	701,634

Non-current liabilities
Deferred tax liability	244,057		244,057
Long termprovisions	36,080		36,080
Total non-current liabilities	280,137	-	280,137

Total liabilities	981,771	-	981,771

Net assets	13,527,297	1,402,148	14,929,445

Equity
Contributed equity	19,683,697	1,432,148	21,115,845
Reserves	780,280	-	780,280
Retainedlosses	(6,936,680)	(30,000)	(6,966,680)

Total Equity	13,527,297	1,402,148	14,929,445

4. 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 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.

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

The matters set out above may result in Shareholders receiving a price for their Shares 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.

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.

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.

5. Additional Information

5.1 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.

5.2 Interests in securities

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

Director	Shares
Robert Kennedy	4,464,488
Glenn Davis	2,775,455
Gary Ferris	1,920,100
Ian Witton	148,923

5.3 Directors’ fees

The following table shows the total cash remuneration paid per financial year to Directors (inclusive of superannuation).

Director	Fee (inclusive of superannuation) (2012 Financial Year)	Fee (inclusive of superannuation) (2013 Financial Year)
Robert Kennedy Chairman	$80,000	$84,000
Gary Ferris Managing Director	$252,000	$259,560
Glenn Davis Non-executive Director	$45,750	$48,038
Ian Witton Alternate Director	$2,000	$4,000

Glenn Davis is a partner of DMAW Lawyers. DMAW Lawyers has provided legal services to us and will be paid approximately $15,000 for those services. In the past two years, DMAW Lawyers has been paid approximately $53,000 for legal services provided to us.

5.4 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.

5.5 Underwriting

The Offer is not underwritten.

5.6 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 $100,000.

5.7 Consents

Computershare Investor Services has consented to being named in this Prospectus as share registry for the Company in the form and context in which it is named and at the time of lodgement of this Prospectus, has not withdrawn its consent. Computershare Investor Services takes no responsibility for any part of this Prospectus other than references to its name. Computershare Investor Services does not make any statement in this Prospectus nor is any statement based upon a statement by Computershare Investor Services.

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

DMAW Lawyers have given and not withdrawn prior to the lodgment with ASIC, their written consent to being named in this Prospectus as having provided legal services to us in the form and context in which they are named.

6. Glossary and Interpretation

In this Prospectus, unless the contrary intention appears:

ASIC means the Australian Securities and Investments Commission;

ASX means ASX Limited;

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

Company means Monax Mining Limited ACN 110 336 733;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the Directors of the Company;

Eligible Shareholders means on the Record Date, Shareholders recorded on the register of members of the Company as holders of ordinary shares, that have registered addresses in Australia or New Zealand;

Entitlement means the entitlement of an Eligible Shareholder to apply for a number of New Shares under the Offer;

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

Listing Rules means the listing rules of ASX;

New Shares means shares offered pursuant to this Prospectus;

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 “Summary of Key Dates” section of this Prospectus;

Prospectus means this document;

Quotation Date means the date of quotation as that term is used in the Listing Rules;

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 “Summary of Key Dates” section of this Prospectus;

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;

Shares means fully paid ordinary shares in the Company;

Shortfall Application Form means the shortfall form to be used by an applicant who is not a Shareholder to subscribe for New Shares pursuant to the Prospectus; and

Shortfall Offer has the meaning in section 1.14;

Tenements means those mining tenements in which, as of the date of this Prospectus, the Company has rights to or a contractual or other interest in;