First Graphene Ltd. — Capital/Financing Update 2013

Jan 10, 2013

ROBE AUSTRALIA LIMITED

(TO BE RENAMED MONGOLIAN RESOURCES LIMITED) ABN 50 007 870 760

A Mongolia-focused Coal and Resources Company

PROSPECTUS

For the offer of up to 17,500,000 New Shares at 20 cents each with an attaching free Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 ( New Option ) to raise up to $3,500,000 (before costs) ( Offer ).

The Offer includes a priority offer of up to 5,000,000 New Shares with an attaching free New Option to Shareholders registered as at the Priority Offer Record Date ( Priority Offer ).

The Offer follows Shareholders approving, at the General Meeting held on 10 December 2012, various resolutions including a change of name, change in nature and scale of activities, consolidation of capital, and the issue of the New Shares offered by this Prospectus. Please refer to Section 5 of this Prospectus for further details.

The Issue is Not Underwritten

This document is important and requires your immediate attention .

IMPORTANT NOTICE

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities. Unless otherwise stated, all references to Securities in this Prospectus are made on the basis that the 40:1 Consolidation, for which Shareholder approval was obtained at the General Meeting held on 10 December 2012, has taken effect. This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

Table of Contents

able of Contents	able of Contents
Important Notices		1
Chairman’s Letter		5
1.	Investment Highlights	7
2.	Answers to Key Questions	9
3.	Key Risks	14
4.	Investment Overview	16
5.	Details of the Offer	19
6.	Project Overview	30
7.	Company Overview, Directors and Corporate Governance	36
8.	Independent Geologist Report	43
9.	Independent Accountants Report	87
10.	Mongolian Counsel Report on Projects	107
11.	Risk Factors	147
12.	Material Contracts	156
13.	Additional Information	165
14.	Definition	174
15.	Corporate Directory	178

Important Notices

This Prospectus is dated 11 December 2012. A copy of this Prospectus was lodged with ASIC on 11 December 2012. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which it relates.

No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Prospectus sets out information in relation to the offer by Robe Australia Limited ( Robe or the Company ) of New Shares and New Options in Robe ( Offer ).

The Company will apply for admission of the New Shares and New Options to quotation on ASX within 7 days after the date of this Prospectus. The fact that ASX may grant Official Quotation of the New Shares and New Options is not to be taken in any way as an indication of the merits of the Company or the New Shares or New Options.

Change in nature and scale of activities and re-compliance with Chapters 1 & 2 of the ASX Listing Rules

At the General Meeting held on 10 December 2012, the Company obtained Shareholder approval for a change in nature and scale of its activities. ASX requires the Company to recomply with Chapters 1 and 2 of the ASX Listing Rules. This Prospectus is issued to assist the Company to re-comply with these requirements.

The Company’s Securities will remain suspended from trading on ASX from 11 December 2012 and will not be reinstated until satisfaction of the conditions to the Offer and ASX approving the Company’s re-compliance with the admission requirements of Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation on the ASX. In the event that the conditions to the Offer are not satisfied or the Company does not receive conditional approval for requotation on ASX, then the Company will not proceed with the Offer and will repay all application monies received.

Risk Factors

It is important that you read the entire Prospectus before deciding to invest in Robe. In particular, Applicants should carefully consider the risk factors that could affect the financial performance.

In addition to the general risk applicable to all investments in listed companies, which are described in Section 11.3, there are specific risks associated with an investment in Robe. These risks are described in Section 11.1. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional investment advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest under the Offer.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation in connection with the Offer not contained in this Prospectus may not be relied on as having been authorised by the Company. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Prospectus except as required by law and then only to the extent so required.

Some of the information contained in this Prospectus may constitute forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These statements discuss future objectives or expectations

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concerning results of operations or financial conditions or provide other forward-looking information. The Company’s actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Prospectus details some important factors that could cause the Company’s actual results to differ from the forward-looking statements made in this Prospectus.

Competent Persons Statement

The information in this Prospectus that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Terry Burns of Xstract Mining Consultants Pty Ltd ( Xstract ), who is a member of the Australasian Institute of Mining and Metallurgy. Mr Burns has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Burns consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams in this Prospectus have been prepared by officers of the Company and are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus.

No overseas registration

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, no resident of the United States of America or Canada can accept the Offer.

Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

The electronic Prospectus and electronic application form may be viewed online at and downloaded from www.mongolian-resources.com. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting the Company by e-mail at nerida.schmidt@kumai-energy.com. If you have obtained this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form.

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

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The Offer constituted by this Prospectus in electronic form is available only to persons receiving this Prospectus in electronic form within Australia. Persons having received a copy of this Prospectus in its electronic form may, during the Offer Period, obtain a paper copy of this Prospectus (free of charge within Australia) by contacting the Company on +61 3 9820 2322 or the Adviser whose details are contained in the Corporate Directory.

Applications for New Shares may only be made on the Application Form attached to or accompanying this Prospectus. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanies a copy of this Prospectus.

Acceptance of Offer

If you wish to apply for New Shares, you must complete and return the Application Form which accompanies this Prospectus together with payment for the New Shares so that they are received by the Company by 5.00pm (AEST) on 11 February 2013 in respect to the Priority Offer and 18 February 2013 in respect to the General Offer (unless the Offer Period is extended in accordance with the Corporations Act and the ASX Listing Rules).

Privacy Disclosure

The Company will collect information about Shareholders who submit an Application Form for the purposes of processing and administering the Shareholders’ security holding in the Company.

By submitting an Application Form, each Shareholder agrees that the Company may use the information provided on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company’s share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. The Corporations Act requires the Company to include information about the security holder (including name, address and details of Securities held) in its Register. The information contained in the Company’s Register must remain there even if that person ceases to be a security holder of the Company. Information contained in the Company’s Register is also used to facilitate the payment of dividends and other distributions and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its security holders) and for compliance by the Company with its legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your application.

A Shareholder has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

Exposure period

The Corporations Act prohibits Robe from processing applications in the 7 day period after the date of lodgement of this Prospectus. This period may be extended by ASIC by up to a further 7 days. This period is an exposure period to enable this Prospectus to be examined by market participants prior to the raising of funds. Applications received during the exposure period will not be processed until after the expiry of that period. No preference will be conferred on Applications received during the exposure period.

Financial amounts

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.

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Consolidation

Unless otherwise stated, all references to Securities as set out in this Prospectus are on the basis that Consolidation (for which approval was obtained at the General Meeting held on 10 December 2012) has occurred.

Defined terms and abbreviations

Definitions and abbreviations used in this Prospectus are defined in Section 0.

Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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Chairman’s Letter

Dear Shareholder,

On behalf of the Board, I am pleased to be able to offer you the opportunity to become a Shareholder in Robe. The Company aims to establish itself as a premium coal and resource company focused on the exploration of its interest in coking and thermal coal in Mongolia. To this end, the Company will acquire 100% of the issued capital of Kumai Energy Limited ( Kumai ), following Shareholder approval to do so at the General Meeting held on 10 December 2012.

Kumai was incorporated in February 2011 to acquire and progress the development of three coal projects (encompassing four minerals exploration licences) located in Mongolia. In addition to aiming to establish itself as a coal explorer and developer in Mongolia, the Company may also review opportunities in coal projects located in other parts of the world.

The Board of Kumai comprises mining industry professionals who bring considerable international experience, including Mongolian coal expertise, to Robe.

The Offer contained in this Prospectus provides Applicants with the opportunity to subscribe for 1 New Share at 20 cents each with an attaching free Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 ( New Option ) with a minimum subscription by each Applicant of 10,000 New Shares or $2,000.

The Offer comprises a Priority Offer to Shareholders as at the Priority Offer Record Date with registered addresses in Australia, as well as a General Offer which is open to all other Applicants with registered addresses in Australia.

The adviser to the Offer is Cunningham Peterson Sharbanee Securities Pty Ltd. Together, the General Offer and the Priority Offer will permit the Company to raise up to $3,500,000 (before costs and expenses). The Offer is subject to a minimum raising of $2,500,000.

The Directors believe the favourable geology, improving economy and developing mining industry, makes Mongolia an excellent investment location.

The existing Kumai Licences are located in a premier coal basin in south Mongolia, an area in which there is a focus on developing infrastructure and favoured by its proximity to the Chinese coal markets. China’s shift to a net importer of coking coal since 2009 has seen Mongolia step up as China’s natural supplier of coal. In 2011, Mongolia replaced Australia as China’s largest coal import source; supplying 43% of China’s coking coal imports (of 43 megatonnes p.a.) as opposed to Australia supplying 23%. This is in contrast with the situation in 2009, when Australia supplied 66% of China’s coking coal imports compared to 17% from Mongolia.

It is proposed that the funds raised under the Offer will be used to:

• provide the necessary funds to supplement the working capital reserves of the Company and progress the exploration program in the existing Licences; and

• allow the Company to undertake a number of due diligence programs with a view to identifying further thermal and coking coal projects.

Robe is repositioning itself as a Mongolian coal company, a strategy predicated on an increasing demand for coal to be developed in strategic locations that will help to provide the platform for growth and expansion of the Company.

On behalf of the Board, I look forward to welcoming you as a Shareholder of Robe.

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Yours faithfully,

==> picture [169 x 38] intentionally omitted <==

Peter Reilly Chairman, Robe Australia Limited 11 December 2012

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1. Investment Highlights

This Section contains selective highlights and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus and in particular the risk factors affecting the Company contained in Section 3 and Section 11. Applicants should read this Prospectus in its entirety and not rely solely on this overview.

1.1. Introduction

Following Shareholder approval at the General Meeting held on 10 December 2012, Robe will acquire 100% of the issued capital of Kumai Energy Limited ( Kumai ), which was incorporated on 3 February 2011. Soon after its incorporation, Kumai acquired Kumai Energy Pte Ltd, a company incorporated under the laws of Singapore ( KEPTE ) for the purpose of progressing the exploration and potential development of the Projects (defined below) in Mongolia.

On 30 September 2011, KEPTE entered into share purchase agreements and acquired 70% of the issued shares in Khangi Prospecting LLC ( Khangi ). Khangi is a limited liability company organized under the laws of Mongolia and is the registered holder of exploration licences XV-014571X, XV-014572, XV-014573 and XV-014574 (collectively, Licences ). On 17 October 2011, KEPTE entered into a shareholder agreement with the other shareholders, which governs the Khangi shareholders’ relationship vis-a-vis one another.

The Licences are referred to by the following names:

• (i) XV-014571 - Khangi Saikhan Project ;

• (ii) XV-014572 - Khangi Altangobi Project ;

• (iii) XV-014573 and XV-014574 - together Khangi Tevshin Project

Collectively these are referred to as the Projects .

Further details on the KPL Shareholder Agreement are set out in Section 12.1. Further details on the Projects are set out in Section 1.5 and in the Independent Geologists Report in Section 8.

1.2. Offer

Robe is offering up to 17,500,000 New Shares at an issue price of 20 cents per New Share with an attaching free Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 ( New Option ) to raise up to $3,500,000 (before costs and expenses).

The Offer comprises two components:

• (1) A General Offer comprising up to 12,500,000 New Shares with an attaching free New Option (or higher, if and to the extent that there is a shortfall in the Priority Offer).; and

• (2) A Priority Offer comprising up to 5,000,000 New Shares with an attaching free New Option.

1.3. Management and Projects Development Strategy

• (1) Robe is transforming itself from an investor in financial services businesses to identifying, acquiring and developing coal and resource projects in Mongolia.

• (2) The Company aims to establish itself as a premium coal company focused on exploration and development of its interests in coking and thermal coal deposits in Mongolia.

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• (3) Through Kumai, Robe now has in place a management team with a proven history of successful project acquisition, exploration, mining and project management.

• (4) The Company’s management team and advisers have considerable knowledge, networks and operating experience in Mongolia.

1.4. Mongolia

• (1) Mongolia is a vast and underexplored country on the doorsteps of China, the world’s second largest and fastest growing major economy. Mongolia’s well endowed and underdeveloped coal basins and their proximity to the massive Chinese market make Mongolia one of the most prospective countries in the world for coal discoveries and development opportunities.

• (2) Since 2009, China has transitioned into a net importer of coking coal. In 2011, Mongolia displaced Australia as China’s largest coal import source. Mongolian coal miners are progressing in upgrading coal sales from raw coal to highvalue washed coal.

• (3) Mongolian authorities are pro-mining and the investment environment offers significant opportunities.

1.5. Company’s Interest in the Projects

Please also refer to the Independent Geologist’s Report set out in Section 8 and the Summary of Material Contracts set out in Section 12.1 of this Prospectus for further detail.

• (1) Khangi Tevshin (Licences XV-014573 and XV-014574). The Khangi Tevshin Project consists of two adjacent licences. The combined project area is 8,986 hectares (89.9 km[2] ). The project area is situated between two existing established coal mines.

• (2) Khangi Saikhan (Licence XV-014571). The Khangi Saikhan Project covers 44,444 hectares (444.4 km[2] ) and is located in the Ongin gol and Ikh Bogd Coal Basin. The exploration potential appears to be very good for coal measures of similar age to the nearby Saikhan Ovoo coal mine should the regional interpretation be proven correct.

• (3) Khangi Altangobi (Licence XV-014572). The Khangi Altangobi Project is 17,975 hectares (179.75 km[2] ). Kumai completed a geophysical magnetic survey on the Khangi Altangobi Project in 2011 for orientation purposes and to aid in “proofing” of the historical geological interpretation. The results have been used to formulate a regional geochemical soils sampling program of in excess of 1,100 samples and multi-element analysis. The Company may follow up positive results from the geochemical soils sampling program by up to 680 line kilometres of geophysical magnetic survey.

A detailed description of the Projects and the Company’s proposed exploration programs is set out in Section 16.7 and in the Independent Geologist’s Report in Section 8.

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2. Answers to Key Questions

Questions	Answers	Where to find more information
Who is the issuer of New Shares under this Prospectus?	Robe Australia Limited (to be renamed “Mongolian Resources Limited”)	Section 1
What is the Offer?	The Offer is an offer of fully paid ordinary Shares in Robe with an attaching New Option, comprising a Priority Offer and a General Offer, which is a public offer.	Section 1.2
What is the Minimum Raise?	$2,500,000	Section 5.2
How will the proceeds of the Offer be used?	The proceeds from the Offer will be used by Robe to:  facilitate the exploration program for the purpose of defining JORC Resources on the Licences, as described in more detail in the Independent Geologist’s Report in Section 8 of this Prospectus and internal exploration costs to support the exploration program;  provide the necessary funds to supplement the working capital reserves; and  allow the Company to undertake a number of due diligence programs with a view to identifying further thermal and coking coal projects.	Section 5.7
Is the Offer underwritten and if so, by whom?	No, the Offer is not underwritten. Cunningham Peterson Sharbanee Securities Pty Ltd has been appointed Adviser to the issue and will attend to the placement of New Shares on a “best endeavours” basis.
What are the key dates of the Offer?	The Offer opens on 11 December 2012. The Priority Offer closes at 5.00pm (AEST) on 11 February 2013. The General Offer closes at 5.00pm (AEST) on 18 February 2013. Holding statements are expected to be dispatched on or about 4 March 2013 and the Shares are expected to commence trading on the ASX on a normal basis on 11 March 2013 (subject to satisfaction of the conditions of the Offer and ASX approving the Company’s re- compliance with the admission	Section 4.5

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Questions	Answers	Where to find more information
	requirements of Chapters 1 and 2 of the ASX Listing Rules). Robe, in consultation with the Adviser, reserves the right to alter any of the dates relating to the Offer described in this Prospectus without notice.
What are the Offer features and terms?	The objective of the Offer is to raise up to $3,500,000 subject to the Minimum Raise. The minimum application is 10,000 New Shares ($2,000) with an attaching free New Option and thereafter in multiples of 1,000 New Shares ($200) with an attaching free New Option. Robe, in consultation with the Adviser, reserves the right to reject any Application or to allocate a lesser number of New Shares than that applied for.	Section 4.2
What are the significant benefits of the Offer?	The Offer is expected to provide Applicants with an investment in a company with a range of attributes including:  access to a company being initially capitalised subject to the Minimum Raising to progress the exploration program in the existing Licenses;  access to a region that hosts a series of world class coal deposits;  access to a region that has vast areas still to be explored and which are currently undeveloped;  close proximity to known coal resources including those that are being developed by Hunnu Coal Limited;  internationally experienced Board comprising expertise in the exploration and mining industry in Mongolia;  a focus on the development of the Projects; and  strong prospective opportunity to participate in an excellent location for resource investment-Mongolia.	Sections 1.3, 1.4 and Section 1.5
What are the potential significant risks?	Applicants will be exposed to market conditions which could cause the market price of the Shares to fall as well as rise. The underlying assets of Robe may not perform as expected, affecting the market price of the Shares, the profitability of Robe and Robe’s ability to pay dividends.	Sections 3 and 11

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Questions	Answers	Where to find more information
	The Company may not be able to meet the requirements of the ASX for re- quotation of its Shares on the ASX. The key risks to Robe’s business include (but are not limited to):  limited mining / exploration history of the Company and the Projects;  sovereign and political risks associated with operating in Mongolia;  legal risks associated with operating in Mongolia, including those associated with keeping Mongolian exploration licences in good standing;  co-existence risks in relation to particular licences;  impact of the loss of key personnel;  environmental risks in relation to the development of any exploration licence in Mongolia;  capacity to access infrastructure;  possible joint venture risks; and  the economic viability of any mineral deposits identified on licences owned in whole or in part by the Company.
What are the significant tax implications?	Australian resident Shareholders will be subject to Australian tax on both dividends and any capital gains. The tax consequences for Applicants will differ depending on their individual circumstances. Applicants should consider seeking tax advice prior to making an investment.	Section 13.9
What are the cash costs and amount payable by Robe?	The cash costs of the Offer (assuming the Offer is fully subscribed) are estimated to total $350,000. These costs are payable out of the proceeds of the Offer.	Section 13.3
When will I receive dividends?	The Directors can give no assurance as to the extent or timing of dividends, or the level of franking of dividends and do not foresee paying dividends in the short term.	Section 4.7
What are Robe’s borrowings?	Net Debt will be $Nil immediately following completion of the Offer.	Section 1
Is there any commission payable to financial advisers?	The Adviser will receive the following fees from Robe, paid from the proceeds of the Offer. The Adviser is	Section 5.5 and Section 12.2

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Questions		Answers	Where to find more information
		responsible for the payment of any fees to third parties: (1) The Adviser will receive a brokerage fee of 5.0% of the amount raised pursuant to the General Offer (being up to $125,000) and a management fee of 1.0% ($25,000) of the General Offer. (2) Following passing of Resolutions at the General Meeting and subject to completion of the Offer and recompliance with Chapters 1 and 2 of the ASX Listing Rules, the Adviser will also receive an allotment and issue (on a post-Consolidation basis) of 10,198,551 Shares and 10,198,551 Unlisted Options. Service Shares Unlisted Options Success fee in relation to Kumai 3,000,000 3,000,000 Advisory fees 2,000,000 2,000,000 On-sold to client base 5,198,551 5,198,551 Total 10,198,551 10,198,551
How can further information be obtained?		By reading this Prospectus in its entirety (no other source of information is endorsed by Robe). For advice on the Offer, by speaking to your stockbroker, accountant or other professional adviser. By visiting Robe’s website which is located at www.mongolian- resources.com . If you require assistance or require additional copies of this Prospectus, you should contact Robe on +61 3 9820 2322.

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Questions	Answers	Where to find more information
How do I apply for New Shares?	By submitting a valid Application Form attached to or accompanying this Prospectus (including, for Australian residents only, the electronic version of this Prospectus) in accordance with the instructions therein.	Section 5.3 and Application Form
What is the allocation policy?	Robe, in consultation with the Adviser, will determine the allocation of New Shares among Applicants under the Offer. The Adviser and Robe have absolute discretion regarding the basis of allocation of New Shares, and there is no assurance that any Applicant will be allocated any New Shares, or the number of New Shares for which it has applied.	Sections 5.4 and Section 15.5
Who are the advisers to the Offer?	Cunningham Peterson Sharbanee Securities Pty Ltd is the Lead Manager and Adviser of the Offer. MahoneyLiotta LLC is Mongolian legal counsel to Robe in connection with the Offer. BDO Corporate Finance (WA) Pty Ltd (BDO) has prepared the Investigating Accountant’s Report and the Independent Review of the Directors’ Forecasts. The Independent Geologist Report is based on information compiled by Mr Terry Burns of Xstract Mining Consultants Pty Ltd (Xstract), who is a member of the Australasian Institute of Mining and Metallurgy. Grant Thornton Audit Pty Ltd acts as Robe’s auditor. Salmon Giles Corporate Pty Ltd acts as corporate adviser to Robe.	Section 13.5.
Contact details	For further contact details, refer to the Corporate Directory of this Prospectus.	Section 0.

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3. Key Risks

The key risks associated with an investment in the Company are outlined in Section 11. You should consider these risks before deciding on whether to apply for New Shares under this Prospectus.

A summary of some of the key risks include:

3.1. Limited Mining / Exploration History of the Company and the Projects

Broadly speaking, since the strategy of investing in Mongolian coal assets is a new direction for the Company, it is subject to risks commonly encountered by companies in the early stage of their development.

Potential Applicants should understand that the mineral exploration sector has a high level of inherent uncertainty and accordingly, investments in coal exploration and development are relatively high-risk undertakings.

The agreements entered into by Kumai relate to the early stage of exploration, and no project in which the Company has an interest has a JORC Resource. Further exploration is required to determine whether the Company’s Licences contain any economically viable mineral deposits.

There can be no assurance that this exploration activity will result in the discovery of an economic mineral deposit or JORC Code resource classification. Furthermore, even if an apparently viable mineral deposit is identified, there is no guarantee that it can be profitably exploited.

3.2. Sovereign, Political and Legal Risks Associated with Operating in Mongolia

The Company’s interest in the Projects is located in Mongolia.

Holding projects in a developing democracy which is experiencing a transition to a market economy presents uncertainty and risk.

In recent years, the Mongolian Parliament has passed laws that might apply to restrict or limit the Company’s operations or make them uneconomic. In addition, there is a risk that the Mongolian Parliament may pass further laws that could negatively impact upon the Company’s operations.

The Company’s Mongolian operations will be subject to the jurisdiction of Mongolia’s courts. The legal system operating in Mongolia is developing, which may result in risks such as:

• Difficulties in obtaining effective legal redress in the courts in respect of a breach of law or regulation, or in a dispute;

• A higher degree of discretion in applying the laws and regulations;

• The lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights; or

• Inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions.

The commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may

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be more uncertain, creating particular concerns with respect to licences and agreements for business.

In the case where the Company disputes the actions of the State with regards to the Projects, it is unlikely the Company would be successful in raising a claim in Australian courts for the reasons of comity or the doctrine of sovereign immunity.

3.3. Title Risks Associated with the Licences

There are a number of conditions that the Company must satisfy with respect to the Mongolian Licences, in which it has an interest, including minimum expenditure and annual reporting requirements that the Company must comply with to keep the Company’s interest in the Mongolian Licences in good standing. There is a risk that the Company may not be able to satisfy these requirements, in which case the Company may forfeit title to those Licences.

3.4.

Re-quotation of Robe Shares on the ASX

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX.

3.5. Other Risks

Other risks that the Company may be subject to include risks relating to:

• Co-existence rights;

• Environmental matters;

• Infrastructure;

• Joint Ventures and Contractors;

• Foreign exchange;

• Operations; and

• Exploration, Development, Mining and Processing.

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4. Investment Overview

4.1. Important Notice

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

4.2.

Summary of Offer

Robe is offering up to 17,500,000 New Shares at an issue price of 20 cents per New Share with an attaching free New Option to raise up to $3,500,000 (before costs and expenses) subject to a Minimum Raise of $2,500,000.

The Offer comprises a Priority Offer of 5,000,000 New Shares with an attaching free New Option to Shareholders as at the Priority Offer Record Date with registered addresses in Australia as well as a General Offer which is open to all other Applicants with registered addresses in Australia. The General Offer is not underwritten, but is being managed by Cunningham Peterson Sharbanee Securities Pty Ltd as Adviser. Details of the Management and Advisory Agreement are set out in Section 12.2.

4.3. Reasons for the Offer

It is proposed that the funds raised under the Offer will be used to:

• facilitate the exploration program for the purpose of defining JORC Resources on the Licences, as described in more detail in the Independent Geologist’s Report in Section 8 of this Prospectus and internal exploration costs to support the exploration program; and

• allow the Company to undertake a number of due diligence programs with a view to identifying further resource assets including thermal and coking coal projects.

4.4. Key financial data relating to the Offer

Issue price for New Shares	20 cents
Number of New Shares to be issued under the Priority Offer and General Offer	17,500,000
Number of New Options to be allotted under the Priority Offer and General Offer	17,500,000
Amount to be raised under the Offer before costs and expenses	$3,500,000
Number of Shares on issue following completion of the Offer (Refer also Section 5.8)	63,772,181
Number of Options on issue following completion of the Offer (Refer also Section 5.8) which are proposed to be LISTED	24,554,714
Number of Options on issue following completion of the Offer (Refer also Section 5.8) which are UNLISTED	23,198,551

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4.5. Key dates*

Key dates*
Dispatch Notice of General Meeting	9 November 2012
General Meeting	10 December 2012
Execution of Share Purchase Agreement	10 December 2012
Lodgement of Prospectus with the ASIC	11 December 2012
Priority Offer Record Date	11 December 2012
Priority Offer and General Offer Opening Date	11 December 2012
Suspension of the Company’s Securities from trading on the ASX (at the opening of trade)	11 December 2012
Last date to register transfers on a pre-Consolidation basis	11 December 2012
Consolidation Effective Date	12 December 2012
Effective Date for change of name and ASX code (from ROB to MRF)	14 December 2012
Closing Date for Priority Offer	11 February 2013
Closing Date for General Offer	18 February 2013
Allotment of Shares under the Prospectus on a post- Consolidation basis	4 March 2013
Expected date for re-quotation of the Company’s Securities on ASX (subject to satisfaction of Chapters 1 and 2 of the ASX Listing Rules).	11 March 2013

• Shareholders are advised that these dates and the other dates referred to throughout this Prospectus (except the date of this Prospectus) are indicative only and are subject to change at the discretion of the Directors (in accordance with the Corporations Act and the ASX Listing Rules).

4.6. Restricted Securities

Subject to the Company being re-admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

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The Company will announce to the ASX full details (quantity and duration) of the Shares and Options required to be held in escrow prior to the Shares commencing trading on ASX.

4.7. Dividend Policy

The Company anticipates significant expenditure will be incurred in the further evaluation of the Projects. These activities are expected to dominate the Company’s activities and expenditure during the early years following the issue of this Prospectus. Accordingly, the Company does not expect to declare any dividends during this period. Once sustainable profitability has been established, and subject to working capital and reinvestment requirements, it is planned to distribute a proportion of future profits to Shareholders by way of the payment of dividends.

4.8. Consolidation

Unless stated otherwise, all references to Securities as set out in this Prospectus are on the basis that the Consolidation (for which approval was obtained at the General Meeting held on 10 December 2012) has occurred.

4.9. Change in Nature and Scale of Activities

As a result of the Company’s acquisition of Kumai, the Company is required to obtain Shareholder approval for a change of nature and scale of activities and to comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List. Shareholder approval to complete the Acquisition was obtained at the General Meeting held on 10 December 2012.

This Prospectus is issued to assist the Company to comply with these requirements.

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5. Details of the Offer

5.1

Conditional Offer

The Offer follows Shareholders approving various resolutions including a change in nature and scale of activities of the Company and also approving the issue of New Shares offered under this Prospectus at the General Meeting held on 10 December 2012.

The business of the General Meeting considered and approved Resolutions in relation to:

• (1) an issue of Shares to acquire Kumai;

• (2) a change in the nature and scale of the Company’s activities;

• (3) the Consolidation;

• (4) the issue of New Shares pursuant to the Offer;

• (5) the participation by the Directors in the Offer;

• (6) a change of the Company’s name; and

• (7) the adoption of an employee share option plan.

5.2 The Offer

By this Prospectus, the Company offers for subscription up to 17,500,000 New Shares at 20 cents each with an attaching free New Option to raise up to $3,500,000 (Maximum Raise) (before costs) subject to a Minimum Raise of $2,500,000 (before costs).

The Offer comprises a Priority Offer to Shareholders as at the Priority Offer Record Date with registered addresses in Australia as well as a General Offer which is open to all Applicants with registered addresses in Australia.

Priority Offer

The Company will offer up to 5,000,000 New Shares with an attaching free New Option (of the 17,500,000 New Shares with an attaching free New Option being offered under this Prospectus) in priority to Shareholders of the Company registered as at the Priority Offer Record Date with registered addresses in Australia

Eligible Shareholders will be entitled to apply for New Shares under the Priority Offer, provided they meet the minimum subscription requirement of 10,000 Shares ( Entitlement ). To the extent that subscriptions from Eligible Shareholders under the Priority Offer exceed 5,000,000 New Shares, the Directors intend to scale back the subscriptions on a pro-rata basis. Furthermore the Company may treat such Applications for excess New Shares under the Priority Offer, as Applications for New Shares under the General Offer.

The Directors retain absolute discretion when deciding whether or not to accept any particular Application in part or in full and will not be liable to any Eligible Shareholder who is not allocated Shares. If any of the New Shares available for Eligible Shareholders are not applied for by 5:00pm (AEST) on the Priority Offer Closing Date, those New Shares will form part of the General Offer.

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General Offer

The pool for the General Offer will be 12,500,000 New Shares with an attaching free New Option (or higher, if and to the extent that there is a shortfall in the Priority Offer) of the 17,500,000 New Shares with an attaching free New Option being offered under this Prospectus. Applicants should note that the Directors retain an overriding right to do any of the following at their discretion in relation to the General Offer:

• accept the Application in full;

• accept the Application in respect of a lesser number of Shares than applied for; or

• decline the Application.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue. Rights and liabilities attaching to the Shares are summarised in the Section 13.1 of this Prospectus.

The Offer contained in this Prospectus provides Applicants with the opportunity to subscribe for 1 New Share at 20 cents each with an attaching free New Option with a minimum subscription for 10,000 New Shares or $2,000.

The maximum number of New Shares with an attaching free New Option to be issued pursuant to this Prospectus is 17,500,000. The maximum gross proceeds of the Offer will be $3,500,000 (before costs and expenses).

Minimum Raise

The Offer is subject to a minimum raise of $2,500,000.

5.3 Applications

Applications for New Shares offered under this Prospectus must be made using the Application Form.

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

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

Payment for the New Shares must be made in full at the issue price of 20 cents per New Share. Application for New Shares must be for a minimum of 10,000 New Shares and thereafter in multiples of 1,000 New Shares. Completed Application Forms and accompanying cheques must be mailed to:

Robe Australia Limited C/- Salmon Giles Pty Ltd Level 2, 409 St Kilda Rd Melbourne Vic 3004

Or Computershare Investor Services Pty Limited GPO Box 1326, Adelaide, SA, 5001.

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Cheques should be made payable to “Robe Australia Limited – Share Offer Account” and crossed “not negotiable”. Completed Application Forms must reach one of the above addresses by no later than:

• Priority Offer Closing Date - 5.00pm AEST on 11 February 2013; or

• General Offer Closing Date - 5.00pm AEST 18 February 2013.

The Company reserves the right to close the Offer early.

5.4 Allotment

The Company, in consultation with the Adviser, reserves the right to:

• reject any application, including but not limited to Applications that have been incorrectly completed, or are accompanied by cheques that are dishonoured, or have not cleared by the close of the Offer; and

• reject or aggregate Applications which appear to be multiple Applications by the same party.

The Company expects to allot and issue the New Shares as soon as practicable after the Closing Date. No allotment of New Shares will be made until the proceeds of the Offer have been received and permission is granted for quotation of the New Shares and New Options on ASX.

It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares and New Options. The Company, in consultation with the Adviser, has absolute discretion regarding the basis of allocation of the New Shares and there is no assurance that any Applicant will be allocated any New Shares or the number of New Shares it has applied for. Applicants who sell their New Shares or New Options before they receive their holding statements do so at their own risk.

Application monies received for the New Shares will be held on trust for the Applicants in a subscription account until the New Shares and New Options are allotted and issued. All application monies in respect of New Shares that are not allotted and issued for whatever reason including failure by the Company to achieve the Minimum Raise, will be returned to Applicants (without interest).

5.5

Lead Manager and Adviser

Lead Manager and Adviser to the Offer is Cunningham Peterson Sharbanee Securities Pty Ltd ( CPS Securities ). Pursuant to the Management and Advisory Agreement, the Company will pay CPS Securities management fees of 1.0% of the General Offer and a brokerage fee of 5.0% of the funds raised pursuant to the General Offer.

As approved at the General Meeting and subject to re-compliance by Robe with Chapters 1 and 2 of the ASX Listing Rules including the raising “on a best endeavour” basis of $2,500,000; 10,198,551 Shares and 10,198,551 Unlisted Options will also be issued CPS Securities (or their nominee).

The issue is to pay fees to CPS Securities in relation to the sourcing of the Kumai transaction and associated advisory fees, facilitating the minimum spread of shareholders with marketable parcels and to reward CPS Securities with a success fee in relation to the Kumai transaction and re-compliance with ASX Listing Rules. The allocation is as follows:

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Service	Shares	Unlisted Options
Success fee in relation to Kumai transaction	3,000,000	3,000,000
Advisoryfees	2,000,000	2,000,000
On-sold to client base	5,198,551	5,198,551
Total	10,198,551	10,198,551

The purpose of this issue to CPS Securities (or nominee) is to ensure that the Company is able to comply with Chapters 1 and 2 of the Listing Rules, specifically in relation to meeting the minimum spread of Shareholders (at least 400) with marketable parcels (at least $2,000 on the date of recompliance with Chapters 1 and 2 of the Listing Rules).

The on-sale to CPS Securities’ client base will have no impact on the control of Robe as it will not result in any person increasing their voting power in the Company:

• (a) from 20% or below to more than 20% of issued capital of the Company; or

• (b) from a starting point that is above 20% and below 90% of issued capital of the Company.

A summary of the material terms of the Management and Advisory Agreement, including rights of termination, is set out in Section 12.2.

5.6 Closing Date

The Company will accept Application Forms until the General Offer Closing Date, being 5:00pm (AEST) on 18 February 2013, or such other dates as the Directors determine in their absolute discretion subject to compliance with the ASX Listing Rules and the Corporations Act and, if required, the consent of the Adviser.

5.7 Use of Funds

The purpose of the Offer is to meet the requirements of ASX and re-comply with Chapters 1 and 2 of the ASX Listing Rules and to provide additional funds for:

• (1) an exploration program for the purpose of defining JORC compliant resources on the Licences, as described in more detail in the Independent Geologist’s Report in Section 8 of this Prospectus and internal exploration costs to support the exploration program;

• (2) additional project evaluation;

• (3) pay expenses of the Offer, as described in more detail in Section 0 of this Prospectus; and

• (4) working capital.

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

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Funds available	Minimum Raise ($2,500,000)	Percentage of Funds	Maximum Raise ($3,500,000)	Percentage of Funds
Existing cash reserves1	311,000	11.06%	311,000	8.16%
Funds raised from the Offer	2,500,000	88.94%	3,500,000	91.84%
Total	2,811,000	100%	3,811,000	100%
Allocation of funds
Expenses of the Offer2	350,000	12.45%	350,000	9.18%
Exploration Expenditure3	1,453,778	51.72%	1,453,778	38.15%
Administration costs	1,000,000	35.57%	1,000,000	26.24%
Working capital	7,222	0.26%	1,007,222	26.43%
Total	2,811,000	100%	3,811,000	100%

1 As at the date of lodgement of the Prospectus.

2 Refer to Section 5.5 of this Prospectus for further details.

3 Budgeted exploration expenditure through to December 2014.

The following table provides a further breakdown of the proposed exploration expenditure up to 31 December 2014.

expenditure up to 31 December 2014.
Item	Minimum Raise, $	Maximum Raise, $
Phase I and II drilling and assay on all Project areas	721,750	721,750
Extensive geophysical magnetic (MAG) surveys on all Project areas	72,528	72,528
Soil sampling and multi element analysis from the Khangi Altangobi Project	85,000	85,000
Annual licence payments to MRAM	216,000	216,000
Compilation of JORC Code compliant reports for all project areas for submission to MRAM	90,000	90,000
Geological management	268,500	268,500
Total	1,453,778	1,453,778

The above tables are statements of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis. Furthermore, the second phase exploration budget will not be determined until the results from the above exploration have been

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completed and analysed. This analysis will form the basis for the exploration expenditure budget for the second phase of exploration expenditure.

Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 11).Funds raised in excess of the Minimum Raise will be allocated towards exploration expenditure and then to general working capital.

Shareholders should be aware that if the Board identifies an appropriate investment to acquire or the requirement for further exploration expenditure, it may seek to raise additional capital.

5.8 Effect on the Company’s Capital Structure of Capital Raising and Consolidation

The following table shows the capital structure of Robe after the reconstruction pursuant to ASX Listing Rules and the post-Offer capital structure.

Issued Capital	Shares Pre- Consolidation	Shares+ Post- Consolidation	Options Pre- Consolidation	Options+ Post- Consolidation
Securities on issue as at the date of the General Meeting	456,278,415* (Pre- consolidation Shares)	11,406,960 (Shares)	282,188,557 (listed Options exercisable at 1 cent on or before 5:00pm (AEST) on 31 December 2014)	7,054,714^ (listing subject to approval from ASX exercisable at 40 cents on or before 5:00pm (AEST) on 31 December 2014)
Securities to be issued for the acquisition of Kumai		24,666,670 (Shares)	Nil	Nil
Number of new Securities to be issued pursuant to the Prospectus		17,500,000* (New Shares)		17,500,000* (New Options (listing subject to approval from ASX) exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016)
CPS Securities Management and Advisory Fee		10,198,551 (Shares)		10,198,551 (Unlisted Options exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016)
Key Management Personnel Options				13,000,000 (Unlisted Options exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016)
Number of Securities on issue post-		63,772,181 (Shares and New Shares)		17,500,000 (New Options (listing subject to approval from ASX)

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Issued Capital	Shares Pre- Consolidation	Shares+ Post- Consolidation	Options Pre- Consolidation	Options+ Post- Consolidation
Consolidation				exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016) 7,054,714 ^ (listing subject to approval from ASX exercisable at 40 cents on or before 5:00pm (AEST) on 31 December 2014) 23,198,551 (Unlisted Options exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016)

Notes:

• • Refer also to Sections 5.9 and 5.11 of this Prospectus for details of the Consolidation.

• The capital raising of up to $3,500,000 will consist of a Priority Offer to Shareholders of up to $1,000,000 and a General Offer of up to $2,500,000 (or higher, if and to the extent that there is a shortfall in the Priority Offer). For illustration purposes only, this table assumes a capital raising of 17,500,000 New Shares with 1:1 attaching free New Options on a post-Consolidation basis, comprising of:

• (1) 5,000,000 New Shares each with an attaching free New Option issued under the Priority Offer to Eligible Shareholders; and

• (2) 12,500,000 New Shares each with an attaching free New Option issued under the General Offer (or higher, if and to the extent that there is a shortfall in the Priority Offer).

The actual number of New Shares with an attaching free New Option issued pursuant to this Prospectus may vary. Refer to Section 5 of this Explanatory Statement for details of the Offer.

• ^ The exercise price of these Options increased to 40 cents under the terms of the Consolidation.

5.9 Recent Prior Capital Raisings and Changes to Capital Structure

The Company convened an extraordinary general meeting of Shareholders on 28 June 2011 ( Extraordinary General Meeting ) to:

• (1) ratify, for the purposes of ASX Listing Rule 7.4, the placement by the Company on 18 April 2011 of 25,000,000 pre-consolidation Shares at an issue price of 0.5 cents per Share to clients of CPS Securities to raise up to $125,000; and

• (2) approve, for the purposes of ASX Listing Rule 7.1, the issue by the Company to CPS Securities or its clients of 75,000,000 pre-consolidation Shares at an issue price of 0.5 cents per Share to raise up to $375,000 and 100,000,000 free pre-consolidation Options (which are to be issued on the basis of 1

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Option for each of the 100,000,000 pre-consolidation Shares issued to CPS Securities or its clients under the resolutions passed at the Extraordinary General Meeting) exercisable at 1 cent per Option on or before 31 December 2014,

(together, the CPS Placements ).

The CPS Placements were duly ratified and approved by Shareholders at the Extraordinary General Meeting.

The Company made a fully underwritten non-renounceable pro-rata offer to eligible Shareholders to acquire 2 pre-consolidation Shares for every 3 pre-consolidation Shares held at 5.00 pm (AEST) on Thursday, 7 July 2011 at an issue price of 0.5 cents per Share with an attaching free Option exercisable at 1 cent on or before 31 December 2014 ( Rights Issue ). The number of pre-consolidation Shares and preconsolidation Options issued pursuant to the Rights Issue was 182,419,135 of each.

The Company convened a general meeting of Shareholders on 10 December 2012 ( General Meeting ) and obtained Shareholder approval to:

• (1) make a significant change in the nature and scale of the Company’s activities;

• (2) effect that the issued capital of the Company be consolidated on the basis that:

• (a) every forty (40) Shares be consolidated into one (1) Share; and

• (b) every forty (40) Options be consolidated into one (1) Option,

and where this consolidation results in a fraction of a Share or Option being held by a Shareholder or Option holder (as the case may be), the Directors be authorised to round that fraction up to the nearest whole Share or Option;

The Consolidation of the capital structure of the Company was required to ensure that the Company can comply with Chapters 1 and 2 of the Listing Rules and obtain re-quotation of its Shares on the official list of ASX.

Section 254H of the Corporations Act provides that a company may, by a resolution passed in a general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares. ASX Listing Rule 7.22 also requires that the number of options on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.

As a consequence of the approval of the requisite Resolutions on 10 December 2012:

• (a) The number of Shares on issue will reduce from 456,278,415 to 11,406,961; and

• (b) The number of ASX listed 1 cent Options (exercisable on or before 31 December 2014) on issue will reduce from 282,188,557 to 7,054,713 and the exercise price of the Options will increase by a multiple of forty, to be exercisable at 40 cents per Option.

• (3) issue to the vendors of Kumai 24,666,670 Shares in the Company, for the purposes of ASX Listing Rule 7.1.

• (4) proceed with the Offer for the purpose of the Company’s re-compliance with Chapters 1 and 2 of the Listing Rules.

• (5) issue to CPS Securities of 10,198,551 Shares in the Company each with an attaching free Unlisted Option subject to the Company’s re-compliance with Chapters 1 and 2 of the Listing Rules and completion of the Minimum Raise.

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5.10 Ranking and Dividends

The New Shares will be fully paid and will rank equally with existing Shares from the time they are issued.

A summary of the rights and liabilities attaching to the New Shares (and existing Shares) is set out in Section 13.1.

The ability of the Company to pay dividends will depend on the business generating revenue and deriving sufficient after-tax profits to be able to do so. This ability will also depend on the risk factors outlined in this Prospectus.

5.11

Trading History and the Market Prices of Shares

In the three (3) months prior to the date of this Prospectus, Shares in the Company traded in a range of 0.3 cents to 0.7 cents and Options that were listed on the ASX traded in a range of 0.1 cents to 0.3 cents. On a consolidated basis this equates to a range of 12 cents to 24 cents for the Shares and 4 cents to 12 cents for the Options.

Pursuant to ASX Listing Rules, the Shares and existing Options on issue will be reconstructed upon the passing of Resolutions at the General Meeting of Shareholders.

• (a) Existing Shares on issue are reconstructed to a notional issue price of 20 cents resulting in the number of existing Shares on issue reducing from 456,278,415 to 11,406,960.

• (b) Existing listed 1 cent options are reconstructed to an exercise price of 40 cents resulting in the number of existing Options on issue reducing from 282,188,557 to 7,054,714.

The issue price of 20 cents per New Share under the Offer represents the equivalent to 0.5 cents per Share ($0.005), being the volume weighted average price of the 50 days trading of existing Shares on ASX immediately prior to the date of the General Meeting (the last trading day prior to the suspension of Robe).

The issue of New Shares may affect the market price of Shares.

5.12 ASX Quotation

The Company will not be reinstated to Official Quotation until satisfaction of the conditions to the Offer and ASX approving the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

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

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

5.13 Allotment and Issue of New Shares and New Options

The Company expects to allot and issue the New Shares and New Options on or before 4 March 2013. No allotment of New Shares and New Options will be made until permission is granted for quotation of the New Shares and New Options on ASX (refer to Section 5.12 for further details).

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It is the responsibility of applicants to determine their allocation prior to trading in the New Shares and New Options. Applicants who sell their New Shares and/or New Options before they receive their holding statements do so at their own risk.

5.14 Application monies held on Trust

Application Monies in respect of New Shares will be held on trust for applicants in a subscription account until the New Shares are allotted and issued. All Application Monies will be returned if the New Shares are not allotted and issued. Interest earned on Application Monies will be for the benefit of Robe and will be retained by Robe irrespective of whether New Shares are issued.

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

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

Electronic sub-registers mean that the Company will not be issuing certificates to Applicants. Instead, Applicants will be provided with statements (similar to a bank account statement) that set out the number of New Shares and New Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

5.16

Withdrawal of Prospectus

The Directors, in consultation with the Adviser, reserve the right not to proceed with the Offer at any time before the issue of New Shares and New Options to Shareholders. This Offer may be withdrawn at any time. In this event, the Company will return all Application monies (without interest) within 28 days of giving the notice of withdrawal.

5.17 Substantial Shareholders

On completion of the Transaction, including the issue of the New Shares pursuant to this Prospectus, the substantial shareholders of the Company will be as set out in the below table.

On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional New Shares pursuant to the Offer and the Offer is fully subscribed) the major Shareholders of the Company will be:

Shareholder	Shares	Options	% (undiluted)	% (diluted)
Peter Youd	2,480,440	5,000,000	3.89	9.74
Craig McGuckin	2,480,437	5,000,000	3.89	9.74
Christian West	6,153,994	1,000,000	9.65	9.32
James Hyndes	3,242,056	1,000,000	5.08	5.53

The Company will announce to the ASX details of its top 20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

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5.18 Enquiries

Enquiries concerning the Application Form should be directed to the Company’s share registry, Computershare Registry Services Pty Limited, by telephone on 1300 556 161 or by facsimile on 1300 534 987 (within Australia) or +61 3 9473 2408 (outside Australia).

Enquiries in relation to the Prospectus should be directed to the Company on telephone +61 (03) 9820 2322 or by facsimile on +61 (03) 9820 2158.

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6. Project Overview

6.1 Background

Historical Context

Mongolia is a landlocked country located in east and central Asia. It is bordered by Russia to the north and the People’s Republic of China to the east, south and west. Mongolia covers an area of around 1.5 million square kilometres and with a population of approximately 2.8 million people. Mongolia is one of the most sparsely populated countries in the world. In recent times Mongolia has become more urbanised with over half of the population living in Ulaanbaatar (the capital city), Darkhan (an industrial centre in the north near the Russian border) and Erdenet (a city developed around a large copper mine). Its population is also relatively young, with around 60 per cent of the total population being under the age of 30.

After 70 years of a Soviet-style political and legal system, Mongolia held its first democratic elections in 1990. Mongolia is now a parliamentary republic with a president and parliament elected by the people and the government elected by the parliament. The two major political parties are the Mongolian People’s Party and the Democratic Party. These parties formed a coalition following the last parliamentary elections held in 2008 and share ministerial appointments.

Mining Industry

Mongolia has rich mineral deposits including some of the world’s major mineral deposits of gold, copper, uranium and coal.

In the past, economic activity in Mongolia has been based on agriculture, primarily herding. While this is still important, the development of the country’s extensive mineral deposits has emerged as a driver of industrial production. The mining sector grew from 14% to over 33% of GDP between 2002 and 2008. In 2008 the mining sector accounted for over 20% of GDP, 56 per cent of industrial output and 89% of export earnings. These figures are expected to increase upon the Oyu Tolgoi copper gold project commencing production, which is scheduled for 2013.

History of Mining in Mongolia

Historically, mineral exploration in Mongolia has covered only a fraction of the country’s territory and mining has been limited to placer mining in alluvial deposits and some stone age, hard rock cuttings.

The country’s mineral wealth first began to be explored by the Russians after 1920 and most of the geological mapping occurred between 1920 and 1980 with the technical assistance of Russian geologists. Around one quarter of the Mongolian territory is now covered by general exploration work and geological mapping (at a scale of 1:50,000).

The lack of infrastructure and the uncertain regulatory environment as the country transformed to a democracy have in past hampered development in Mongolia. The new mining laws, an improved business environment and an increase in foreign investment have in recent times boosted the minerals sector’s growth and development.

6.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

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• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

ASX has indicated to the Company that, given the change in the nature and scale of the Company’s activities upon completion of the acquisition of Kumai, ASX requires the Company to:

• (a) obtain Shareholder approval; and

• (b) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

For this reason the Company sought (and received) Shareholder approval for the Company to change the nature and scale of its activities under ASX Listing Rule 11.1.2 at the General Meeting.

6.3 The Projects

Robe holds, through its indirect subsidiary KEPTE, 70% of the issued shares in Khangi, a Mongolian company which holds the Licences representing the Khangi Tevshin Project, Khangi Saikhan Project and Khangi Altangobi Project.

All Project areas are located within established coal basins with identified and developed small scale coal mining within close proximity. A brief overview of the Projects is set out below. Detailed information on the Projects is set out in the Independent Geologist's Report in Section 8.

Khangi Prospecting LLC (Licences XV-014571, XV-014572, XV-014573 and XV014574)

KEPTE acquired 70% of all the common shares in Khangi ( Khangi Equity Interest ), under the agreements entitled “Share Purchase Agreement” between KEPTE and Bayarmaa Dolgorsuren and KEPTE and Oldokhbayar Tsedendorj (respectively) dated 30 September 2011 ( KPL Share Purchase Agreements ) and holds the Khangi Equity Interest pursuant and subject to the terms of a shareholder agreement entered into by and between KEPTE, Bayarmaa Dolgorsuren and Oldokhbayar Tsedendorj dated 17 October 2011 ( KPL Shareholder Agreement ). Under the KPL Shareholder Agreement, the funding for Khangi’s Phase I and Phase II work program will be provided by KEPTE. Accordingly, until Phase II of the work program is completed, or the licences are converted to Mining Licences, Bayarmaa Dolgorsuren and Oldokhbayar Tsedendorj hold a free carried interest.

Upon completion of Phase II of the work program or conversion to Mining Licences, the shareholders will be obligated to contribute to further expenditures in proportion to their respective shareholdings at that time. Further, KEPTE may have the opportunity to acquire up to 100% of the common shares in Khangi under the KPL Shareholder Agreement by payment of a royalty to Bayarmaa Dolgorsuren and Oldokhbayar Tsedendorj if either or both of Bayarmaa Dolgorsuren, Oldokhbayar Tsedendorj do not wish to contribute to the further exploration and expenditure. Further details of the KPL Shareholder Agreement are set out in Section 14.1.

Khangi is the registered holder of the four Mongolian exploration licences listed below.

Khangi Tevshin Project (Licences XV-014573 and XV-014574)

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KEPTE completed an initial geophysical magnetic survey over a portion of the project area in late 2011. Results from this survey have been used to generate initial drill targets for the proposed exploration program. Key details of the Khangi Tevshin Project are set out below:

• The Khangi Tevshin Project consists of two exploration licences.

• The combined project area is 8,986 hectares (89.9 km[2] ).

• The project area is situated between two existing established coal mines.

• The area under investigation is located within the East Mongolian Coal Zone that covers approximately 450,000 km[2] and is estimated to contain 108.3 gigatonnes of coal resources, including 6.5 gigatonnes of identified reserves[1] .

• The drilling program at the Khangi Tevshin Project for 2013 is budgeted at a minimum 1,500 metres of HQ diamond drilling, borehole logging and sample analysis.

• The Company intends to conduct an extensive geophysical magnetic survey to cover in excess of 670 line kilometres over the balance of the project area in the proposed exploration program. The Company will analyse the results of this survey to identify further drilling targets.

Khangi Saikhan Project (Licence XV-014571)

KEPTE completed an initial geophysical magnetic survey over a portion of the project area in late 2011. Results from this survey have been used to generate initial drill targets for the proposed exploration program. Key details of the Khangi Saikhan Project are set out below:

• The Khangi Saikhan Project covers 44,444 hectares (444.4 km[2] ) and is located in the Ongin gol and Ikh Bogd Coal Basin.

• The drilling program at the Khangi Saikhan Project for 2012 is budgeted at a minimum 1,600 metres of HQ diamond drilling, borehole logging and sample analysis.

• The Company intends to conduct an extensive geophysical magnetic survey to cover in excess of 3,800 line kilometres over the balance of the project area in the proposed exploration program. The Company will analyse the results of this survey to identify further drilling targets.

• The exploration potential appears to be very good for coal measures of similar age to the nearby Saikhan Ovoo coal mine should the regional interpretation be proven correct.

Khangi Altangobi Project (Licence XV-014572)

KEPTE completed an initial geophysical magnetic survey over a portion of the project area in late 2011. Results confirmed historical geological mapping for coppergold anomalies within granitoid bodies, should the regional interpretation be proven correct. Key details of the Khangi Altangobi Project are set out below:

• The Khangi Altangobi Project area is 17,975 hectares (179.75 km2).

• KEPTE completed a geophysical magnetic survey on the Khangi Altangobi Project in 2011 for orientation purposes and to aid in “proofing” of the historical geological interpretation. The results have been used to formulate a regional geochemical soils sampling program in excess of 1,100 samples and multielement analysis.

1 Erdenetsogt et al . 2009 : Mongolian Coal-bearing basins, International Journal of Coal Geology 80, p87-104.

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• The Company may follow up positive results from the geochemical soils sampling program by undertaking up to 680 line kilometres of geophysical magnetic survey.

More details of the Projects are included in the Independent Geologist’s Report in Section 8.

6.4 Location map of the Projects in Mongolia

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Figure 1: Location of the Projects in Mongolia

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Figure 2: Location of the Projects in Mongolia in relation to existing and proposed rail infrastructure

6.5 Need for further exploration and assessment

No resources are currently defined within the Licences. Further exploration and feasibility studies are required to confirm the presence and quality characteristics of the coal; identify and quantify challenges for future exploration and any potential mining operation and to define JORC Code compliant resources.

6.6 Rail infrastructure planned by the Mongolian Government

To support the mining industry, the Mongolian government has approved plans for an approximately 5,700km long railway to be built in three stages. The first stage will see 1,530km of track built from Nariin Sukhait in the South Gobi through the cities of Sainshand and Choybalsan into Russia connecting to the existing Russian railway line system that extends to the Russian Pacific ports of Zarubino, Vanino and Vladivostok. The distance between Choybalsan and the port at Zarubino is 3,713km.

Construction on the first stage of the railway commenced in 2012 and will be built over two years. The second stage will see the expansion of the first stage from Tavan Tolgoi in a south easterly direction to the Chinese border crossing some 267km away at Gashunn Sukhait and a further link only 50km south of Nariin Sukhait to Shivee Khuren/Ceke, in the south western corner of the South Gobi. These links will allow access to the Chinese rail system with shorter distances to open ports of Tianjin, Jinzhou and Qinhuangdao. The distance from Tavan Tolgoi to Qinhuangdao will be an estimated 1,720km. Work on stage two is expected to commence in 2015.

The third phase is planned for the western Section of the country from Nariin Sukhait, heading north through Shinejinst and Alati to Tsagaan Tolgoi located in the north of Mongolia. This line has the potential for use by mines operating in both the South Gobi, Bayanhongor and Ovorhangay provinces.

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6.7 Proposed Exploration Program

The drilling will be designed to define an initial JORC compliant resource. Should the drilling program define a JORC compliant resource which meets the Company’s expectations, work to commence a scoping study will quickly follow. The size of any JORC compliant resource is likely to be limited by the scope of the drilling program undertaken, which is directly related to the amount of funds available for the program.

The Directors consider the Licences prospective for the discovery of high quality coal. Further details are set out in the Independent Geologist’s Report in Section 8.

Year 1 - Resource Confirmation Budget

• Phase I and Phase II drilling on all Project areas, which will comprise in excess of 4,600 metres of HQ diamond core drilling, borehole logging and sample analysis;

• Extensive geophysical magnetic (MAG) surveys on all Project areas, which will comprise in excess of 6,000 line kilometres of extensive geophysical magnetic survey. The Company will analyse the results of these surveys to identify further drilling targets on the Projects;

• Soil sampling and multi-element analysis from the Khangi Altangobi Project. The Company will conduct a regional geochemical soils sampling program taking in excess of 1,100 samples and multi-element analysis. The Company may follow up positive results from the geochemical soils sampling program by undertaking up to 680 line kilometres of geophysical magnetic survey;

• Estimation of an inferred resource in accordance with the JORC Code, including related costs for licences and reports.

Year 2 – Scoping Study (Pre feasibility)

Once the geological data has been compiled and assessed, a scoping study can be prepared with the aim of providing a guide to the real potential of the project based on more detailed geological modelling, quality test work, comparing options for mining and processing, establishing environment requirements and assessing preliminary infrastructure options on transport and port facilities.

The exploration budget has been prepared by the Company for the Projects subject to modification on an ongoing basis depending on the results obtained from exploration activities as they progress.

6.8 Future Acquisitions

The Company intends to pursue further opportunities in line with its investment strategy of acquiring and developing high quality coal assets. The Company will initially focus its efforts on Mongolia.

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7. Company Overview, Directors and Corporate Governance

7.1 Company Directors

Details of the Directors of the Company are as follows:

Peter Reilly Non-Executive Chairman

Peter Reilly is the former Managing Director of the major Australasian business services group, AUSDOC Group Limited. Peter has over 35 years' commercial experience, holds a Bachelor of Business (Accounting) and is a member of the Institute of Chartered Accountants and the Institute of Company Directors.

Mr Reilly is a Non-Executive Director of Marbletrend Group Limited and Chairman of that company’s Audit and Risk Committee.

Mr Reilly is Chairman of the Audit and Risk Committee, Remuneration Committee and Nominations Committee.

Craig Robert McGuckin – Managing Director (Appointed at the General Meeting)

Dip. Minsurv Class 1, Dip Surfmin

Craig McGuckin is a qualified mining professional with 26 years experience in the mining, drilling and petroleum industries. He has held senior positions including Senior Planning Engineer, Mine Manager and Managing Director of private and publicly listed companies. Mr McGuckin was a founding Executive Director of Rheochem Plc (now Lochard Energy Group Plc), which is quoted on the Alternative Investment Market of the London Stock Exchange and listed on the ASX. As Executive Group General Manager, he was responsible for the company’s expansion into the Indian, Indonesian and New Zealand drilling fluids market.

For the past 2 years, Mr McGuckin has spent considerable time in Mongolia both in establishing the commercial transaction and relationships by which Kumai eventually acquired the Licences, but also in subsequent management of the initial exploration activity on the Licences in 2011.

Peter Richard Youd – Executive Director and Chief Financial Officer (Appointed at the General Meeting)

B Bus (Accounting), AICA

Peter Youd ( B Bus (Accounting), AICA ) is an executive Director and Chief Financial Officer of Robe.

Peter Youd is a Chartered Accountant and has extensive experience within the resources, oil and gas services, financial services and e-business industries. For the last 25 years Mr Youd has held a number of senior management positions and directorships for publicly listed and private companies in Australia and overseas. Mr Youd is a non-executive director of Lochard Energy Group Plc.

Mr Youd has resided in Indonesia, Singapore and Malaysia as well as having operated in Morocco, sub-Saharan Africa and Central and South America. For the past 2 years, Mr Youd has spent considerable time in Mongolia both in establishing the commercial transaction and relationships by which Kumai eventually acquired the Licences and managing the initial USD2.0 million raised by Kumai.

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The previous Directors – Mr Shaun Stone and Mr Rob Hodby resigned at the close of the General Meeting.

7.2 Directors’ Interests

Each of the Directors has a relevant interest in Shares and Options (on a post consolidation basis*) as set out below:

Director*	Relevant interest in Shares	Relevant interest in Options
Peter T Reilly	899,198	351,793
Craig R McGuckin*	2,480,438	5,000,000
Peter R Youd*	2,480,441	5,000,000
Total	5,860,077	10,351,793

• After passing of specific Resolutions at the General Meeting.

As at the date of this Prospectus, there are no proposed new Directors.

Except as disclosed in this Prospectus, no Director, and no firm in which a Director is a partner, holds, or held at any time during the last 2 years before the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or

• any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer.

Other than as set out in this Prospectus, no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any Director in the last 2 years to:

• induce them to become, or to qualify them as, a Director; or

• for services rendered by them in connection with the promotion or formation of the Company or in connection with the Offer.

7.3 Remuneration of Directors

In accordance with the Constitution, the non-executive Directors shall be paid out of funds of the Company, by way of remuneration for their services as Directors, an aggregate sum not exceeding $300,000 per annum or such larger amount as the Company in general meeting determines by ordinary resolution. The maximum amount provided by the Constitution or otherwise determined by the Company in general meeting may be divided among the Directors in such proportion and manner as they agree.

The following sets out the fees and fees payable to Directors at the date of this Prospectus, inclusive of the share based remuneration approved by Resolutions at the General Meeting.

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Name	Directors’ fees (including superannuation)	Share Based Remuneration ^^	Total Remuneration
Peter Reilly (Chairman)	$47,500	$64,000	$111,500
Craig McGuckin	$180,000^	$640,000	$820,000
Peter Youd	$180,000^	$640,000	$820,000

^Executive Director Fees inclusive of superannuation

^^As referred to in the Investigating Accountants Report in Section 9

7.4 Corporate Governance

Robe has implemented its corporate governance principles to conform to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (ASX Governance Principles). It will make relevant public disclosures on a regular basis, as required by those principles.

The Board is responsible for the overall corporate governance of Robe. The Board has a formal Charter which sets out the structure and responsibilities of the Board, and the division of responsibility between the Board and management. This Charter is publicly disclosed in the 2012 Annual Accounts (available on the ASX website). The Board’s responsibilities include:

• approving the strategic objectives of Robe and establishing goals designed to promote the achievement of those strategic objectives;

• approving and monitoring systems of risk management and internal compliance and control, codes of conduct, legal compliance and ethical standards;

• approving investments and ongoing evaluation of those investments;

• approving and monitoring financial and other reporting;

• monitoring senior management’s performance (against the goals and objectives established by the Board); and

• approving any public statements which reflect significant issues of Robe’s policy or strategy.

Appointment of Directors is confirmed by formal letters of appointment, which set out the key terms and conditions of their appointment. The Managing Director and Chief Financial Officer roles have formal job descriptions and letters of appointment, describing their term of office, duties, rights and responsibilities, and entitlement on termination (where applicable).

Composition of the Board

The Board will consist of three Directors set out in Section 7.1.

Any changes to directorships will, for the foreseeable future, be determined by the full Board subject to any applicable laws and the recommendations of the Board’s Nomination Committee.

Page 38 of 179

Independence of Directors

The Board will annually assess the independence of each of its Directors in light of the interests the Directors disclose to Robe, in accordance with its Directors’ Independence Policy. Directors are obliged to provide all information relevant to their independence to the Board, including changes to this information if and when they occur.

The Board will reassess a Directors’ independence if any such changes are reported. The Company Secretary is responsible for ensuring that Robe’s information about the Directors is up-to-date, and that if a Director loses their independence status, the ASX will be immediately informed.

The Board has the following materiality thresholds in place in relation to determinations of independence:

• for the purpose of determining if a majority of Directors are independent, Directors appointed for a short term may be disregarded if the Board approves in a particular case. A short-term appointment is one in which the total period of all appointments in the relevant three-year period is less than three months;

• from Robe’s perspective, a material professional adviser is Robe’s auditor (regardless of fees paid to the auditor) and any other adviser to whom fees in excess of $100,000 have been paid in any financial year in the relevant threeyear period;

• from the Director’s perspective, a Director is a material professional adviser if the fees paid by Robe to the Director’s professional firm in any financial year in the relevant three-year period exceeds:

• 5% of all fees received by the Director’s professional firm in that financial year; or

• 10% of all fees supervised by the Director (or for which the Director is otherwise given credit in a performance review) within the Director’s professional firm in that financial year;

• from Robe’s perspective, a material contractual relationship exists if a Director, or their direct family member, is an officer, substantial shareholder of or otherwise associated directly with an entity that has a material contractual relationship with Robe;

• a contractual relationship will be considered material if the value of the contract is more than 5% of Robe’s consolidated gross revenue for the immediate past financial year, or if the contract is for more than five years, or the contract is for the supply of essential goods or services in a competitive market; and

• for the purpose of determining the length of appointment at which a Director will cease to be independent, 10 years.

The Board will regularly review its independence criteria and materiality thresholds, and report these in the corporate governance Section of its Annual Reports.

The following is an explanation of Board’s decision as to independence of the Directors:

Peter Reilly

The Board has determined that Mr Reilly is an independent Director.

Page 39 of 179

Craig McGuckin

The Board has determined that Mr McGuckin is not an independent Director as he is an executive of Robe.

Peter Youd

The Board has determined that Mr Youd is not an independent Director as he is an executive of Robe.

The Board is served by the following sub-committees:

Audit and Risk Management Committee

The Audit and Risk Management Committee has been established in accordance with ASX Governance Principles 4 and 7, including the requirements relating to independence of Committee members. The purpose of the Committee is to review and monitor the financial affairs of Robe, in order to verify and safeguard the integrity of Robe’s financial reporting, to establish appropriate policies on risk oversight and management, and to review the risk management, internal compliance and control systems of Robe. The Committee will consider any matters relating to the financial affairs of Robe and any other matter referred to it by the Board.

Remuneration Committee

The Remuneration Committee’s role is to ensure that Robe has appropriate remuneration policies which are designed to meet the needs of Robe and enhance corporate and individual performance. The Committee’s responsibilities include reviewing and making recommendations to the Board on the following areas:

• executive remuneration and incentive policies and packages;

• recruitment, retention and termination policies and procedures for senior management and employees generally;

• incentive schemes; and

• the remuneration framework for Directors.

Nomination Committee

The purpose of the Nomination Committee is to administer and examine the Director selection and appointment practices in meeting the needs of Robe, and carry out evaluation of the performance of the Board and its Committees, Directors and Key Executives. The main responsibilities of the Committee include:

• assessment of the necessary and desirable competencies of Directors;

• implementing the procedures, and selection criteria, for selection and appointment of new Directors;

• ensuring that Directors maintain and inform themselves of Robe’s business and financial status at all times;

• reviewing Board succession plans; and

• reviewing the performance of the Board, individual Directors, Key Executives and Committees of the Board.

The Board may delegate some of its monitoring and routine functions to other committees established from time to time by the Board.

Page 40 of 179

Ethical standards

The Board considers that the success of Robe will be enhanced by a strong ethical culture within the organisation. Accordingly, the Board will promote the need for high ethical standards and will emphasise the requirement that executives and employees act with the utmost integrity and objectivity in all their dealings. Robe has adopted a Code of Conduct for its Directors, and its employees generally, to promote ethical and responsible decision making, and to ensure its responsibilities to shareholders, other stakeholders, and the community are met.

Directors’ and management’s dealings in Shares

Robe requires that Directors, the Managing Director, Chief Finance Officer and the Company Secretary should not trade in Robe’s Securities except in accordance with Robe Trading Policy. This Policy includes the following rules:

• Directors, the Managing Director, Chief Finance Officer and the Company Secretary should not buy or sell Shares without first discussing the matter with the Company Secretary (or in the case of trading by the Company Secretary, the Chief Executive Officer);

• unless there are extraordinary circumstances, trades in Shares by Directors, the Managing Director, Chief Finance Officer and the Company Secretary are limited to stipulated periods as outlined in the Trading Policy, such as following the release of an annual report or price-sensitive information;

• where there are extraordinary circumstances (as outlined in the Trading Policy), approval is required from the Chairman (or in the case of the Chairman, the Board) to permit trading;

• Directors, the Managing Director, Chief Finance Officer and the Company Secretary are prohibited from trading in Shares in Robe for a short-term gain; and

• Directors, the Managing Director, Chief Finance Officer and the Company Secretary must be aware of and observe their obligations under the Corporations Act and ASX Listing Rules not to buy or sell Shares if in possession of inside information and to ensure that they do not communicate inside information to any person who is likely to buy or sell Shares or communicate such information to another party.

Directors’ independent professional advice

In fulfilling their duties, and to ensure independent decision-making, each Director may take independent professional advice where necessary, at the expense of Robe, according to the procedures stated in the Board Charter. Prior to obtaining independent professional advice, a Director must inform the Chairperson that they wish to obtain the advice, as well as the anticipated cost of the advice, and the budget for the advice must first be approved by the Chairperson (which approval must not be unreasonably withheld).

Continuous disclosure

Robe has adopted a Disclosure Policy to ensure that it complies with its disclosure obligations. This Policy establishes internal mechanisms to ensure that information likely to have a material effect on the price of Robe’s Securities is disclosed as soon as that information becomes known to Robe. All relevant information provided to ASX in compliance with the continuous disclosure requirements of the Corporations

Page 41 of 179

Act and ASX Listing Rules will be promptly posted onto Robe’s corporate website, www.mongolian-resources.com.

Communication to shareholders

The Board aims to ensure that Shareholders are informed of all major developments affecting Robe. To facilitate this, Robe has adopted a Communications Policy which aims to promote effective communication with Shareholders and encourage effective Shareholder participation at Robe’s general meetings. Information will be communicated to Shareholders through the annual report, annual general meeting, half-yearly results announcements and the corporate website. Robe will utilise (where practicable) new technologies that provide greater opportunities for more effective communication with its Shareholders.

Page 42 of 179

Mongolian Projects

Independent Geologist’s Report

Prepared for: Robe Australia Ltd December 2012

XstractGroup.com Xstract - Excellence from the outset

GEOLOGY GEOTECHNICAL MINING PROCESSING VALUATION/RISK TECHNOLOGIES ENVIRONMENT TRAINING Page 43 of 179

Project Manager / Author:

Terry Noel Burns BAppSc (Geol) DipEd (Sec) PGDGeoSci (Min Eco) FAusIMM Principal Consultant – Corporate Services Xstract Mining Consultants Pty Limited – Perth Office

Updated by:

P Barnes[1]

Report reviewed by:

R Jasen[2]

Xstract Mining Consultants Pty Ltd has prepared this report on behalf of Robe Australia Ltd. Robe Australia Ltd has received consent from Xstract Mining Consultants Pty Ltd to use this document for the purposes of public disclosure, publication or the presentation of any information contained in this document.

© Xstract Mining Consultants Pty Ltd 5/12/2012

Document information:

Project reference: P1647 Reporting standard/s JORC Code 2004, VALMIN Code 2005 Report date: December 2012 Status: Published File: P1647_Robe Australia_Final Report_201212

1 Principal Consultant – Corporate Advisory, Xstract Mining Consultants, Brisbane

2 Technical Editor, Xstract Mining Consultants, Brisbane

Xstract Mining Consultants Pty Ltd

ABN: 62 129 791 279

Perth Level 1, 1110 Hay Street, West Perth

P: +61 (8) 9327 9500 F: +61 (8) 9481 8700

Internet www.XstractGroup.com enquiries@xstractgroup.com

M: PO Box 847, West Perth WA 6872 Australia

Brisbane Level 20, 333 Ann Street P: +61 (7) 3221 2366 F: +61 (7) 3221 2235 M: PO Box 10312 Adelaide Street, Brisbane QLD 4000 Australia

Page 44 of 179

Mongolian Projects | Independent Geologist’s Report

Contents

1	Executive Summary ______________ 1	Executive Summary ______________ 1
2	Introduction ______________ 1
	2.1 Scope	2
	2.2 Reporting Standard	2
	2.3 Data sources	3
	2.4 Competent Persons and Experts Statement	3
	2.5 Disclaimer and warranty	3
3	Mongolian overview ______________ 4
	3.1 Introduction	4
	3.2 Infrastructure	5
	3.3 Corporate taxes, royalties, VAT, tariffs	5
	3.4 Mineral tenure	6
	3.5 Environmental legislation	7
	3.6 Government mapping	7
	3.7 Country risk profile	8
	3.8 Mongolian geology	9
4	Khangi coal projects _____________	13
	4.1 Location, access, and infrastructure	13
	4.2 Ownership, status, and agreements	14
	4.3 Previous exploration	14
	4.4 District mining operations	15
	4.5 Khangi Tevshiin (14573 & 14574)	19
	4.6 Khangi Saikhan (14571)	24
5	Non-coal project __________	29
	5.1 Khangi Altangobi (14572)	29
6	Summary of planned activity ____________	33
7	Key market risks and considerations ____________	36
8	Bibliography _____________	38
Tables
Table	3.1: Mongolian tax and royalty regime (calendar year basis)	5
Table	3.2: Key features of Exploration Licences in Mongolia	7
Table	3.3: Key features of mining licences	7
Table	3.4: Eurasian sub-group Policy Potential Index 2008-2012	9
Table	4.1: 2012/13 Khangi Tevshiin work programme summary	23

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Preamble

i

Robe Australia Ltd | December 2012

Table	4.2:	2012/13 Khangi Saikhan work programme summary	28
Table	5.1:	2012/13 Khangi Altangobi work programme summary	32
Table	6.1:	Portfolio budget (USD)	34
Table	7.1:	SWOT Analysis	37

Figures

Figure	1.1: Asset summary of Khangi Prospecting (70% Kumai), granted on 12/12/2008	1
Figure	2.1: Kumai project locations and Mongolian rail infrastructure development plans	2
Figure	3.1: Mongolian border relationships and major domestic infrastructure	4
Figure	3.2: Significant Mongolian coal-bearing basins and geological age	10
Figure	3.3: Coal basins in Mongolia and hard coal deposits	12
Figure	4.1: General project locations	13
Figure	4.2: Tevshiin Govi coal mine (not operational)	15
Figure	4.3: Coal exposure at Tevshiin Govi	16
Figure	4.4: Tevshiin Govi pit wall coal seam profile (total wall height ~40 m)	16
Figure	4.5: Saikhan Ovoo coal mine south pit (abandoned)	17
Figure	4.6: Saikhan Ovoo workings steep hangingwall contact (~80o) showing remnant coal	18
Figure	4.7: Coal from Saikhan Ovoo (note fresh and oxidised sulphides)	18
Figure	4.8: General southwesterly view across 14574 (note frozen lakes beyond vehicle)	19
Figure	4.9: Geophysical survey and topography completed in late 2011	20
Figure	4.10: Magnetic survey results (TMI) Khangi Tevshiin	20
Figure	4.11: 1:200,000 scale geology mapping of the area surrounding 14573 and 14574	22
Figure	4.12: Expanded view of Figure 4.8 in vicinity of tenements	23
Figure	4.13: General southwesterly view across 14571	24
Figure	4.14: Magnetic survey results (TMI) Khangi Saikhan	25
Figure	4.15: 1:200,000 scale geology mapping of the area surrounding 14571 and 14572	26
Figure	4.16: Expanded 1:200,000 scale geology map of the area surrounding 14571	27
Figure	4.17: Water well located within eastern third of 14571	27
Figure	5.1: Southerly view of southern portion of 14572	29
Figure	5.2: Magnetic survey results (TMI) Khangi Altangobi	30
Figure	5.3: Expanded 1:200,000 scale geology map of the area surrounding 14572	31
Figure	6.1: Budget forecast by activity for Nov 2012 to Dec 2013	33

Abbreviations and Glossary

ACN Australian Company Number Aimag Provincial level administrative body

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~~Page 46 of 179~~

Preamble

ii

Mongolian Projects | Independent Geologist’s Report

• ASL (Metres) above sea level ASX Australian Securities Exchange

• AusIMM Australasian Institute of Mining and Metallurgy

B Billion

coking coal Coal generally low in sulphur and phosphorous – used in steel making Company Kumai Energy Limited EIA Environmental Impact Assessments EMCZ Eastern Mongolia Coal Zone

• EPL Environmental Protection Law

• EPP Environmental Protection Plans

Fraser Survey Annual survey undertaken by the Fraser Institute on mineral potential of countries ger Traditional Mongolian nomadic house or dwelling GMDA Geological and Mining Development Agency

Gt Giga tonne ha Hectare JORC Code Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves K Hundred thousand Khangi Khangi Prospecting LLC Kumai Kumai Energy Pte Ltd Singapore

  - M Million m Metre(s)

  - Ma Million years (geological time)

• ML Mining Licence

• mm Millimetre(s)

• MNT The Mongolian Tugrug/Tugrik is the official currency of Mongolia.

• MRAM Mineral Resources Authority of Mongolia Robe Robe Australia Ltd

• Soum Local level administrative body

• Steppe Area of open grassland

• Surtax A tax levied upon another tax

• SWOT analysis Analysis of a company’s strengths, weaknesses, opportunities and threats Thermal coal Coal generally used for making stream in power generation USD US Dollars

• VALMIN Code Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports

• VAT Value added tax

• Xstract Xstract Mining Consultants Pty Ltd

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1 Executive Summary

Kumai Energy Limited – Australian Company Number (“ACN”) 149 112 827 (“Kumai” or “the Company”) engaged Xstract Mining Consultants Pty Ltd (“Xstract”) to complete an Independent Geologist’s Report of its coal projects and one associated polymetallic project located in the Dundgovi Province of Mongolia in March 2012. Xstract has subsequently updated the original report for Mongolian Resources and understands that this report will be used in a prospectus of securities in the Company as a requirement for re-listing on the Australian Securities Exchange (“ASX”).

Terry Burns, a Principal Consultant in the Corporate Advisory Division of Xstract conducted a site visit to the project areas in Mongolia between 12 and 21 February 2012.

The assets considered in this report comprise:

• A 70% indirect interest in Khangi Prospecting LLC, a company incorporated in Mongolia, which owns four tenements located 240 km southwest of the Mongolian capital Ulaanbaatar.

All projects are at an early stage of exploration and require further systematic evaluation to assess their economic potential.

Xstract has investigated both past and current exploration programs and considers the current plans to be appropriate in geoscientific approach and sufficient to meet the relevant statutory expenditure commitments required to maintain the tenements in good standing under Mongolian mining legislation.

Figure 1.1: Asset summary of Khangi Prospecting (70% Kumai), granted on 12/12/2008

Licence	Area (ha)	Annual Rent*
14574	7,314	USD7,314
14573	1,672	USD1,672
14572	17,975	USD17,975
14571	44,444	USD44,444
Total	71,406	USD71,405

* based on the grant date

Source: Kumai, Mineral Resources Authority of Mongolia (MRAM) and Xstract

2 Introduction

Robe Australia Ltd (“Robe”), is an Australian company that will acquire Kumai and its subsidiaries Kumai Energy Pte Ltd (“Kumai Singapore”), an unlisted public resources company incorporated in Singapore on 3 September 2009. Kumai Singapore has coal exploration interests across several coal basins within Mongolia and Mongolian is seeking to re-list on the ASX in order to fund the future assessment of these projects.

Kumai Singapore acquired the portfolio of indirect interests in exploration tenements considered by Mongolian to be highly prospective for coking and thermal coal, in 2011. Kumai acquired all of the shares in Kumai Singapore in 2012.

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The location of Kumai’s exploration licences is shown in Figure 2.1, together with current and planned infrastructure developments.

Figure 2.1: Kumai project locations and Mongolian rail infrastructure development plans

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Source: Ministry of Road, Transportation, Construction and Urban Development of Mongolia Railway Policy (April 2010)

2.1 Scope

The purpose of this report is to update the independent overview and assessment of the technical merits conducted in March 2012 that might reasonably be expected to be taken into account when considering an investment in the Mongolian coal interests currently held by Kumai.

The report is based on a site visit, technical studies, data provided by Kumai, independent research into publically available reports and documentation on Mongolia, the Mongolian mining industry and the Mongolian coal sector.

2.2 Reporting Standard

This report has been prepared in accordance with the following codes:

• The 2005 edition of the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (“VALMIN Code”)

• The 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”).

For the purposes of this report, value is defined as ‘fair market value’, being the amount for which a mineral asset should change hands between a willing buyer and a willing seller in an arm’s length transaction where each party is assumed to have acted knowledgeably, prudently and without compulsion

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2.3 Data sources

Xstract has relied on information provided by Kumai and associated companies as well as other public sources. Key sources are outlined in Section 8.

2.4 Competent Persons and Experts Statement

The information provided in this report has been reviewed by Mr Terry Burns. Mr Burns is a Fellow of the AusIMM. Mr Burns has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking, to qualify as a Competent Person as defined in the 2004 Edition of the JORC Code and a Representative Expert as defined in the 2005 Edition of the VALMIN Code.

2.5 Disclaimer and warranty

Xstract has made due enquiries to the Mongolian Government’s Mineral Resource Authority (MRAM) in order to validate information provided by Kumai. However, Xstract is not qualified to express legal opinion and has not sought any independent legal opinion on the ownership rights and obligations relating to the respective coal assets under licence or any other fiscal or legal agreements that Kumai may have with any third party in relation to the Mongolian coal projects.

A draft version of this report was provided to the directors of Kumai for comment in respect of omissions and factual accuracy. Kumai has represented that full disclosure has been made of all material information and that to the best of its knowledge and understanding, such information is complete, accurate and true.

As recommended in Section 39 of the VALMIN Code, Kumai has provided Xstract with an indemnity under which Xstract is to be compensated for any liability and/or any additional work or expenditure resulting from any additional work required which:

• results from Xstract’s reliance on information provided by Kumai and/or Independent

• consultants that is materially inaccurate or incomplete, or

• relates to any consequential extension of workload through queries, questions or public hearings arising from this report

This report may contain or refer to forward-looking information based on current expectations, including, but not limited to timing of mineral resource estimates, future exploration or project development programmes and the impact of these events on Kumai’s Mongolian coal projects. Forward-looking information is subject to significant risks and uncertainties, as actual results may differ materially from forecasted results. Forward-looking information is provided as of the date hereof and Xstract assumes no responsibility to update or revise them to reflect new events or circumstances.

The conclusions expressed in this valuation report are appropriate as at 31/10/2012. The opinions contained within this report are only appropriate for this date and may change in time in response to variations in economic, market, legal or political factors, in addition to ongoing exploration results.

All monetary values outlined in this report are expressed in United States dollars (“USD”) unless otherwise stated.

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3 Mongolian overview

3.1 Introduction

Mongolia is the sixth largest country in Asia and one of the largest land locked countries in the world. Approximately half of Mongolia’s 8,220 km border is shared with the Russian Federation to the north and China to the east, south and west.

Figure 3.1: Mongolian border relationships and major domestic infrastructure

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Source: CIA World Factbook

Mongolia’s terrain comprises vast semi-desert, open grasslands (steppes) and mountains in the west and southwest. At an average altitude of 1,580 m above sea level (“ASL”) it is one of the highest countries in the world and the capital Ulaanbaatar is at an elevation of 1,350m ASL.

The country experiences a continental desert climate characterised by extreme seasonal variations in temperature (-40 to +40 degrees Celsius) and an average of 250 sunny days a year earns the country the often used title “land of the blue skies”. Mongolia’s average annual precipitation is less than 100 mm, which falls mainly in July and August.

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3.2 Infrastructure

Mongolia remains one of the world’s most remote counties and the lack of basic infrastructure has thwarted the country’s development prospects, particularly those of the mining sector. The governmant has taken its first step in committing to building the requisite mining, transport, and communications infrastructure required to be a leading commodities exporter after enacting laws in March 2010 which allow for public-private partnerships.

The Soviet built Trans-Mongolian Railway connects Mongolia with the Trans-Asian Railway network through the corridor Dzamin Uüd–Ulaanbaatar–Dourhan–Sühbaatar. In June 2010, the Parliament of Mongolia endorsed a three-stage plan to build a further 5,683 km of rail. Trade routes are currently established to four exyernal ports including Tianjin (Beijing) and three Russian ports:

• Vladivostok

• Nakhodka and

• Vanino

Mongolia’s road network is predominantly earthen, presenting environmental issues (dust) and considerable hazards due to the country’s harsh climatic extremes

An extensive mobile phone network exists and is critical to the communication infrastructure, particularly outside regional centres. Mobile charges are cheap and coverage excellent in remote areas.

The only waterway in the country is the 135 km long Lake Hovsgol.

Coal generates more than 90% of Mongolia’s electricity and thermal energy. Electricity demand is projected to increase by 4.5% to 5.5% per annum.

3.3 Corporate taxes, royalties, VAT, tariffs

Tax and royalty stability is important to Mongolia in order to continue to encourage investment in the mining sector. The country has established 35 tax treaties with other countries, however Australia and Mongolia do not currently have a tax treaty. Current rates are summarised in Table 3.1 below.

Table 3.1: Mongolian tax and royalty regime (calendar year basis)

Tax
	Rate	Comment
Corporate tax	10% to 25%	10% increasing to 25% for income > MNT3 B (USD2.1 M)
Capital gains tax	10% to 25%	Capital gains taxed at the standard corporate income tax rate
Royalties	5%	Varies according to mineral type, market price and the degree of
		processing. Coal is 2.5% for domestic and 5% for export
Progressive royalty	0% to 5%	Sliding scale based on USD coal price
Value added tax	10%	Finished mineral products are exempt
Import tariff	5%	Payable on all imports
Dividends	20%	In the absence of a tax treaty, a non-resident receiving dividends
		from a Mongolian source are subject to a 20% withholding tax

Source: Deloitte – International Tax

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3.4 Mineral tenure

Mongolia’s mineral resources are the property of the State and the Mongolian Government has established statutory control mechanisms over the exploitation of mineral resources as set out in the Minerals Law of Mongolia (1997). The Government may grant prospecting, exploration and mining licenses in accordance with the Mineral Law and the overarching legislation relevant to mineral rights and the environmental management of mining activities is provided by:

• The Constitution of Mongolia

• Minerals Law of Mongolia

• Environmental Protection Law

• Law of Water

• Land Law

• National Security Law

• Law of the Subsoil

In 2007, the Law was updated to provide for regulation of access and information requirements for:

• applicants

• agency review and approval

• compensation for affected property owners

• safety

• fees

• dispute processes

• breaches

• consultation

• rights of licence holders

• excluded areas

• employment

• royalties

• surrender

• penalties for non-compliance

Notable ammendments included local employment participation requirements, the implementation of an environmentally based financial bond and a new environmental impact assessment.

Mining laws are regulated by the Mineral Resources Authority of Mongolia (“MRAM”) and local administrative bodies now have key roles where Aimag[3] and Soum[4] representatives are required to monitor compliance of the conditions of the permit by the licence holder.

Exploration and mining licences are granted to a single legal person or entity by the Geological and Mining Development Agency (“GMDA”).

3.4.1 Exploration Licences

The key features of exploration licences are shown in Table 3.2.

3 Provincial level administration body

4 Town level administration body

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Table 3.2: Key features of Exploration Licences in Mongolia

Initial term	Extended term	Area	Annual licence fees
Three years	Renewable twice	25 ha to 40,000 ha	US50c per hectare in years 2 and 3, increasing
	(total nine years)		to USD1.5 per hectare in years 7 to 9

Source: Mineral Resources Authority of Mongolia (MRAM)

In addition:

• There is no limit on the number of exploration licences a business entity may hold

• Licences are granted on a first-come-first-served basis other than for land that has been explored with State funds

• Licence holders are required to spend a minimum amount of funds on exploration activities from the beginning of year 2

3.4.2 Mining licences

Mining Licences (“MLs”)are also granted by MRAM and significant features of mining licences are outlined in Table 3.3.

Table 3.3: Key features of mining licences

Initial term	Extended term Royalties Annual licence fees
30 years	Renewable twice for a term of 20 years (total 70 years) Coal 2.5% Gold copper, zinc and iron 5% Coal USD5 per hectare Gold, zinc, copper, and iron: USD15 per hectare

Source: Mineral Resources Authority of Mongolia (MRAM)

Furthermore, a licence holder investing USD50 M in the first five years of a project is entitled to enter into an Investment Agreement with the government designed to stabilise rates of corporate income tax, customs duty, VAT, and mineral royalties.

3.5 Environmental legislation

Applicants for MLs are required to provide Environmental Impact Assessments (“EIA”) and Environmental Protection Plans (“EPP”). This is regulated under the Environmental Protection Law (“EPL”). Prior to closure, licence holders are required to provide “measures pursuant to the regulations of the inspection agency”. In order to gain compliance with the EPP, licence holders are required to deposit an amount equal to 50% of their environmental protection budget for a particular year in an account with the government which may be accessed by the government if a licence holder fails to fully implement its EPP.

Focus on water regulation is expected to increase as coal mines develop coal wash plants requiring access to large quantities of water. Development of borefields accessing ground water is likely to be more closely regulated and addressed in a future amendment to the mining laws.

3.6 Government mapping

Since the Geological Survey of Mongolia was established in 1939, there have been numerous mineral deposits discovered and subsequently mined. Many of these were as a direct result of the assistance of the former Soviet Union.

By 2001, approximately 94% of the country had been geologically mapped at 1:200,000 scale and 1:50,000 scale maps were completed for 16% of the country. By 2008, approximately

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25% of the country was covered by general exploration and geological mapping at the 1:50,000 scale.

3.6.1 “Strategic” mineral deposits

Mongolia contains over 6,000 mineral deposits and the Mongolian Government has classified 15 of these as strategically significant. These strategic deposits include coal, copper, gold, phosphorus, and silver (Temuulen 2010).

In 2006, the Minerals Law was amended to provide for State participation in the exploitation of any mineral deposit of “strategic importance”, defined by the following parameters:

• A size that may have a potential impact on national security, economic and social development of the country at the national and regional levels or

• Producing or the potential to produce > 5% of total Mongolian GDP in a given year.

More importantly,

• The Parliament of Mongolia has the power to determine what qualifies as a deposit of strategic importance.

• The State may acquire up to 50% of a mineral deposit of strategic importance if it has contributed to the exploration of the deposit at some point in the past. For all other mineral deposits, the maximum share is capped at 34%.

• To encourage investors to develop projects that the State intends to participate in, the Government may offer additional investment incentives above those available in the case of a standard Investment Agreement.

• Licence holders of mineral deposits of strategic importance are required to issue at least 10% of their shares on the Mongolian Stock Exchange. However, these regulations have not yet been introduced and it is still not known how this rule will be implemented.

3.7 Country risk profile

Since 1997, the Fraser Institute conducted an annual survey (“Fraser Survey”) of metal mining and exploration companies to assess how mineral endowments and public policy factors such as taxation and regulation impact exploration investment. Results were compiled from executives and exploration managers in mining and mining consulting companies operating around the world.

3.7.1 Policy Potential Index

The Policy Potential Index is a composite index that measures the effects on exploration of government policies, including uncertainty concerning the administration, interpretation, and enforcement of existing regulations; environmental regulations; regulatory duplication and in consistencies; taxation; uncertainty concerning native land claims and protected areas; infrastructure; socio economic agreements; political stability; labour issues; geological database; and security.

Based on the 2012 survey, Mongolia was ranked 78 out of 93 countries, slipping in recent years as a result of uncertainties raised by a (subsequently repealed) windfall profits tax, moratorium on the issue of new exploration licences and issues surrounding the negotiations for the Oyu Tolgoi copper development and Tavan Tolgoi coal deposit (refer Table 2.4).

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Table 3.4: Eurasian sub-group Policy Potential Index 2008-2012

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Source: 2011/12 Fraser Institute Survey

3.8 Mongolian geology

The geological history of Mongolia is linked to the evolution of northeast Asia, with the major elements comprising:

• continental plates and associated fragments (cratons), which have been relatively undisturbed since the Precambrian (540 Million years (“Ma”)), and

• rocks deposited on a continental shelf or slope (craton margins), that were formed between 1,000 Ma to 150 Ma.

Mongolia lies within a complex geological domain between the North Asian Craton to the north and the Sino-Korean Craton to the south. This domain, known as the Central Asian Orogenic Belt, is a tectonic collage comprising rocks that range in age from the Proterozoic (2,500 Ma) to Early Mesozoic (200 Ma). The North Asian Craton provided a stable block against which successive terranes were accreted in arcuate zones as indicated by their convex southwards distribution across Mongolia, which is visually displayed in Figure 3.2.

The belt evolved through a complex tectonic history of collision, accretion, rifting and faulting resulting in the formation of Island and Andean-type magmatic arcs, rifted basins, accretionary wedges and numerous regional and local-scale faults and shear zones.

Consequently, Mongolia contains a variety of geological environments with a reflective diversity in type and style of mineralisation. This diversity is simplified considerably by the recognition of tectonic terranes that contain distinct types and styles of mineral deposits. Collectively the mineral deposits define metallogenic belts or mineral provinces that hold generally predictable deposit types and styles.

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Figure 3.2: Significant Mongolian coal-bearing basins and geological age

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Source: Erdenetsogt et al (2009)

3.8.1 Coal geology

The first coal mine in Mongolia was opened in close proximity to the nation’s capital Ulaanbaatar at Nalaikh in 1912 (Erdenetsogt et al 2009) and although geological work has increased since the 1950s through researchers from Mongolia, the Soviet Union, Eastern Europe and western countries, many aspects remain uncertain with regards to coal geology.

Mongolian coal deposits can be classified into two coal-bearing provinces (Figure 3.2 and Figure 3.3), twelve basins, and three areas, based on origin, age, tectonic settings, coal characteristics and coal-bearing sequences (Figure 3.3).

A total of 200 coal occurrences and deposits are reported throughout the country, of which only 70 have been actively explored.

The main controlling factor of coal rank is the age of the coal bearing sequence, with the western Mongolian coal-bearing province containing high rank bituminous coal hosted within Late Carboniferous sedimentary units. The basins of southern Mongolia and the western part of central Mongolia comprise low rank bituminous coal in Permian-aged strata. The northern and central Mongolian basins contain mainly Jurassic aged sub-bituminous coal and the Eastern Mongolian basins have Lower Cretaceous lignites.

The Carboniferous, Permian, and Jurassic coal-bearing sequences of western and southern Mongolia were largely deposited in foreland basins formed under compressional conditions, while the Cretaceous coal sequence of eastern Mongolia was deposited in rift valleys formed under an extensional regime.

Western coal bearing province

The Western Mongolian coal-bearing province extends from north-northwest to southsoutheast and covers an area of 280,000 km[2] , as shown in Figure 3.3.

The province hosts the Kharkhiraa, Mongol-Altay, South Khangay, South Gobi, Ongiyngol and Big Bogdyn Basins and the Bayan-Ulegei, Altay-Chandmani, Orkhon-Selenge areas. Coal

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seams are hosted within Upper Permian, Lower Middle Jurassic and Lower Cretaceous nonmarine sedimentary sequences.

Eastern coal bearing province

The Eastern Mongolian province has a northeast orientation and comprises six separate coal and oil shale-bearing basins over an area of 450,000km[2] including the Choir–Nyalga, Choibalsan, Sukhbaatar, Tamsag, East Gobi, and Central Gobi.

Coal is chiefly associated with the lower Cretaceous (~145 Ma) Zuunbayan volcanosedimentary group although lower-middle Jurassic and Permian strata also contain minor amounts of coal. All coals within the province are lignite and sub-bituminous in nature. The two largest operations are Baganuur and Shivee-Ovoo. In addition, thick oil shale seams are hosted in the widely distributed Lower Cretaceous sedimentary rocks, considered the main host rock for petroleum.

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Figure 3.3: Coal basins in Mongolia and hard coal deposits

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Source: modified from Schwochow (1997) and Chimiddorj (1995)

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4 Khangi coal projects

The Khangi coal project area comprises tenements 14571, 14573 and 14574 located in two separate and distinct project areas initially referred to as three tenements “Khangi Khartolgoi” (14574), “Khangi Khartolgoi-2” (14573) and “Khangi Khartolgoi-3” (14571).

The projects were recently re-named to better reflect the regional location of the tenements and Khangi Khartolgoi and Khangi Khartolgoi-2 have become the combined “Khangi Tevshiin” project and Khangi Khartolgoi-3 has become the “Khangi Saikhan” project.

The Khangi Tevshiin tenements (14573 and 14574) cover a combined area of 8,986 ha with the large Khangi Saikhan tenement (14571) encompassing 44,444 ha.

4.1 Location, access, and infrastructure

The projects are approximately 240 km and 320 km respectively from the capital city Ulaanbaatar and between 40 km and 100 km respectively from the Dundgovi regional capital of Madalgovi (Figure 4.1).

Figure 4.1: General project locations

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Source: Kumai

Both projects are situated between 1,300 m and 1,500 m ASL in the Middle Gobi Desert, where sparsely vegetated plains are interspersed with occasional ridges of more resistant rock. Local depressions often contain small lakes capable of supporting livestock for certain periods during the year, as shown in Figure 4.8.

The area is isolated and access is by a poorly developed unsealed road network from Ulaanbaatar via Mandalgovi. Wells are located intermittently across the project area (Figure 4.17).

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4.2 Ownership, status, and agreements

Khangi Prospecting LLC (“Khangi”) was founded in September 2008 to acquire tenements and undertake geological reconnaissance and mineral exploration activities of the Khangi properties.

On 1 October 2011, Kumai Singapore entered into a Share Purchase Agreement to acquire 70% of Khangi for a one off payment of USD150,000. Each party will fund further exploration activities in accordance with their respective shareholdings following the completion of a two-phase exploration program using the funds generated by the acquisition.

The tenements were initially granted on 12 December 2008 and in the fourth year of work programmes. An extension of term application was granted on 9 December 2011.

4.3 Previous exploration

The following regional commentary is taken from an English translation of Mongolian work of the same title (Zabotkin et. al. 1983) and modified by Xstract.

Late 1800s-early 1900s

The western part of the region is first studied, the first route crossings for predominantly geographical purposes by NM Prezhevalsniy (1871-85), MV Pevtsev (1883), VA Obruchev (1892), and AA Chernov (1907).

1922-1923

Western and south-western part of the district visited by officers of the Central Asiatic Expedition of the American Museum of Natural History (C Berkey and F Morris). The expedition studied outcrops of Mesozoic and Cenozoic sediments west of the area and resulted in the first and still reliable Mesozoic and Cenozoic scheme (Berkey and Morris 1927).

1945

1:500,000 scale geological mapping carried out under the direction of YS Zhelubovskogo in the northeast area. Lower Carboniferous limestones are identified and correlated by comparing them with Verhneturney Limestone of Buyn-obo Soum (south of the study area).

1961-1962

1:1,000,000 scale mapping carried out under the direction of AA Hrapovym who made a significant contribution to the study of the Palaeozoic stratigraphy and the volcanic complexes of the lower, middle, middle-upper Devonian and middle-upper Carboniferous. Paleontological study completed for the lower and upper Permian stratigraphy.

1966

1:200,000 scale aeromagnetic survey of the eastern part of the GHS completed under the leadership of VI Blyumentsvayga.

1967

1:500,000 scale geological and hydrogeological investigations of the east district completed by VV Mahovym. Upper Proterozoic sediments divided into two formations:

1968-1969

1:500,000 scale geological and hydrogeological survey of the south-western part of the district and the adjacent eastern area was completed by AP Zinkova. The survey covered the different structural zones and covered a wide age range from the Proterozoic to the Cenozoic.

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1971

1:500,000 scale geological and hydrogeological survey of the northwestern part of the district and the territory adjacent to the west was completed by NA Borschevoy and about the same time similar work in the central part of the district was completed by Ts Ganbat.

1983

1:200,000 scale regional geological mapping of the Dund-Gobi region completed by LV Zabotkin.

4.4 District mining operations

Two abandoned coal mining operations, Tevshiin Govi and Saikhan Ovoo, located in the immediate area of the exploration properties were examined as part of the site visit undertaken by Xstract.

4.4.1 Tevshiin Govi Mine

The Tevshiin Govi operation is located approximately 22 km east northeast of the Khangi Tevshiin tenements (Figure 4.11). The abandoned mine is extensive and comprised of five coal seams with a total net thickness up to 94 m (Erdenetsogt et al 2009).

Considerable mining activity has been undertaken and all associated infrastructure appears intact. The current excavation is approximately 500 m by 500 m with limited reserves available for immediate excavation without overburden stripping (Figure 4.2).

Figure 4.2: Tevshiin Govi coal mine (not operational)

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Source: Xstract

Coal quality

The coal quality in Mongolia changes from west to east as the basins become younger. According to Erdenetsogt et al 2009, the main controlling factor of coal rank is the age of the coal bearing sequences. Tevshiin Govi is in an area close to the western closure of the Choir-Nyalga Basin, which is recognised as the western extent of the lower rank coals of the Eastern provinces (Figure 3.2 and Figure 3.3).

The coal shown in Figure 4.3 appears to support the classification as a softer sub-bituminous coal. Erdenetsogt et al 2009 lists the moisture contents in the basin from 7.0-13.2 wt% and volatile matter 41.1-50.6 wt%, have calorific values of 25.9-29.6 MJ/kg (~6184-7068 kcal/kg) with ash contents ranging from 10.2-20.9 wt% and total sulphur values ranging from 0.32.8 wt%.

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Figure 4.3: Coal exposure at Tevshiin Govi

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Source: Xstract

Petrological studies suggest that coals in the basin are mostly characterised by vitrinertite lithotype and are comprised of huminite/vitrinite and inertinite with minor amounts of liptinite.

Figure 4.4: Tevshiin Govi pit wall coal seam profile (total wall height ~40 m)

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Source: Xstract

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4.4.2 Saikhan Ovoo Mine

The abandoned Saikhan Ovoo workings are located approximately 40 km southwest of the Khangi Tevshiin tenements and 33 km northeast of the Khangi Saikhan tenement (Figure 4.11 to Figure 4.15). The sub-vertical seam of hard coal has been mined out, apart from local remnant coal selvages against the hangingwall (Figure 4.6).

Past mining activity has left an open pit of approximately 1,600 m by 120 m (Figure 4.5).

Figure 4.5: Saikhan Ovoo coal mine south pit (abandoned)

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Source: Xstract

Coal quality

The Saikhan Ovoo mine is located in the Ongi River basin (Figure 3.3). This area represents the transition between the sub-bituminous coals of the east and harder bituminous coals of the west. No coal quality records were sighted during the course of this investigation.

Coal remnants examined in the workings appear to be harder coal (Figure 4.6 and Figure 4.7) and local weathering suggests a moderately high sulphur content. The workings appear to be open at depth and local miners are currently extracting hangingwall remnants. A very small hand sunk shaft is being developed in the hangingwall sediments (above the general area captured in Figure 4.6) to access the seam below the current floor of the open pit.

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Figure 4.6: Saikhan Ovoo workings steep hangingwall contact (~80[o] ) showing remnant coal

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Source: Xstract

Figure 4.7: Coal from Saikhan Ovoo (note fresh and oxidised sulphides)

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Source: Xstract

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4.5 Khangi Tevshiin (14573 & 14574)

4.5.1 History

This project was initially two separate project tenements: Khangi Khartolgoi-2 (14573) and Khangi Khartolgoi (14574), until the two were combined to form Khangi Tevshiin.

There has been no prior exploration activity on the Khangi Tevshiin tenements (8,986 ha) prior to the granting of the applications in favour of Khangi Prospecting LLC. The unusual shape of the tenements relates to the exclusion of a triangular religious reserve and a smaller diamond shaped reserve.

To date, approximately USD20,000 has been spent on the tenements in the form of a ground magnetics survey.

Figure 4.8: General southwesterly view across 14574 (note frozen lakes beyond vehicle)

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Source: Xstract

2011 Ground geophysics

During November 2011, a 100 m by 50 m grid spaced ground magnetic survey (130 line km) was completed over a selected area for orientation purposes and to cross check the geological interpretation in the 1:200,000 scale mapping provided by MRAM, as shown in Figure 4.10. The results were used to plan the first-pass reconnaissance drill programme and aid the understanding of the nature of the underlying stratigraphy.

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Figure 4.9: Geophysical survey and topography completed in late 2011

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Source: Kumai

Figure 4.10: Magnetic survey results (TMI) Khangi Tevshiin

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Source: Kumai

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4.5.2 Geology

Eastern Mongolia Coal Zone (“EMCZ”)

The area under investigation is located within the EMCZ that covers approximately 450,000 km[2] and is estimated to contain 108.3 Gt of coal resources, including 6.5 Gt of identified reserves (Erdenetsogt et al 2009). The deposition of coal bearing strata commenced in the Upper Carboniferous period and later in the early Cretaceous period, thick and extensive coal formed under favourable geological conditions.

The nearby Tevshiin Govi mine (described earlier) is located within the EMCZ and more than ninety coal deposits have been identified in the province with all coal is classified as either lignite or sub-bituminous in character.

Choir-Nygala sub-basin

The EMCZ has a general northeast orientation and comprises six separate coal and oil shale bearing basins. The Khangi Tevshiin project tenements appear to be located within the Choir-Nyalga sub-basin that can be further divided into several other fault-bounded subbasins filled with Mesozoic sediments. Several large open pit coal mines are located within the Choir-Nyalga basin and include some of the biggest mines in Mongolia.

The pre-Mesozoic basement is structurally complex and across the EMCZ there can exist many conflicting geological relationships but in general, the dip of coal seams is most often less than 10[0] and any observed changes in attitude is usually attributable to small, local scale normal faults.

Tevshiin Gobii Formation (K1tg)

The pale blue K1tg formation (Figure 4.12) is the target of exploration where programmes are specifically designed to accurately identify the Cretaceous K 1tg formation from the red Permian intrusive rocks and identify coal seams within the highly variable Cretaceous sediments that are analogous in age to those at the Tevshiin Govi mine.

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Figure 4.11: 1:200,000 scale geology mapping of the area surrounding 14573 and 14574

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Source: Kumai

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Figure 4.12: Expanded view of Figure 4.8 in vicinity of tenements

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Source: Kumai

4.5.3 Exploration potential

The exploration potential appears to be very good for coal measures of similar age to the nearby abandoned Tevshiin Govi coal mine if the 1:200,000 regional interpretation is correct.

Stratigraphy of similar age to Tevshiin Govi is interpreted to occupy >80% of the aerial extent of the tenements and exploration success will depend as much on the structural complexity of the area as the age of the stratigraphy.

4.5.4 Budgets and work programmes

The field season in this area of Mongolia is approximately one month longer than is standard for the country and runs from April to December.

A second phase ground magnetic survey covering the remaining part of the prospective stratigraphy (1,715 line km) has been designed following the technical success of the method as an effective mapping tool. Reconnaissance drilling (1,500 m) is also planned. Total cost of the exploration programme is estimated at USD245,528. Table 4.1 shows the timing and expenditure according to Kumai Singapore’s current programme summary.

This budget exceeds the minimum expenditure requirements and Xstract believes it represents an appropriate programme for an early-stage coal exploration project.

Table 4.1: 2012/13 Khangi Tevshiin work programme summary

Activity	Details	Timing	Expenditure
Geophysical surveys	Magnetics	Nov-Dec 2012	USD27,528
Drill and assay	1,500 m	Apr-May 2013	USD218,000
		Total	USD245,528

Source: Kumai

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4.6 Khangi Saikhan (14571)

4.6.1 History

This project was initially known as Khangi Kartolgoi-3 until a recent name change to Khangi Saikhan.

There has been no past exploration activity on the Khangi Saikhan project tenement prior to the granting of the applications in favour of Khangi Prospecting LLC. This is a large tenement (44,444 ha) when compared to the others in the portfolio and incurs a significantly higher annual rental impost.

To date approximately USD45,000 has been spent on a ground magnetics survey.

Figure 4.13: General southwesterly view across 14571

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Source: Xstract

2011 Ground geophysics

During November 2011, a 100 m by 50 m grid spaced ground magnetics survey (635 line km) was completed over a select area of the tenement primarily for orientation purposes and to cross check the geological interpretation provided in the 1:200,000 scale mapping.

The results have been used to generate the first pass reconnaissance drill programme to further aid in understanding the nature of the prospective stratigraphy. Figure 4.14 shows the magnetic survey results over the tenement area.

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Figure 4.14: Magnetic survey results (TMI) Khangi Saikhan

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Source: Kumai. Note that red stars indicate hole location.

4.6.2 Geology

The geology of the Khangi Saikhan project is very similar but potentially more structurally complex than the Khangi Tevshiin project (page 21). The project appears to be located within the EMCZ but it may in fact lie outside of this province. The area is currently interpreted to be stratigraphically equivalent to the Cretaceous sediments outlined previously.

The nearby Saikhan Ovoo mine (described earlier) is interpreted to lie within the Tevshiin Gobii Formation, of similar age to the project area, however the structural complexity observed during the site visit and higher rank of the coal suggests this may not be the case.

Tevshiin Gobii Formation (K1tg)

The pale blue K1tg formation (Figure 4.16) is the target of exploration as with the Khangi Tevshiin project, where programmes are specifically designed to accurately identify the Cretaceous K1tg formation from the red and orange Permian intrusive rocks and the other non-coal bearing Cretaceous sediments (green).

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Figure 4.15: 1:200,000 scale geology mapping of the area surrounding 14571 and 14572

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Source: Kumai

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Figure 4.16: Expanded 1:200,000 scale geology map of the area surrounding 14571

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Source: Kumai

4.6.3 Other relevant data and information

The tenement area is arid and sourcing water for exploration activities including drilling will be crucial for the completion of fieldwork. A water well, shown in Figure 4.17, was located on the tenement and may have the necessary capacity to support drilling activities; however, the environmental regulations pertaining to its use are not known.

Figure 4.17: Water well located within eastern third of 14571

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Source: Xstract

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4.6.4 Exploration potential

The exploration potential appears to be very good for coal measures of similar age to the nearby abandoned Saikhan Ovoo coal mine should the 1:200,000 regional interpretations be proven correct.

Stratigraphy of similar age is interpreted to occupy ~70% of the aerial extent of this large tenement and exploration success will depend as much on the structural complexity of the area as the general geological age of the stratigraphy.

4.6.5 Budgets and work programmes

A large second-phase ground magnetics survey covering the remaining part of the prospective stratigraphy (1,900 line km) is planned. Reconnaissance diamond drilling (1,600 m) is also planned for a total cost of USD279,000. Table 4.2 shows the timing and expenditure of activities according to Kumai Singapore’s current programme summary.

This budget exceeds the minimum expenditure requirements and is exclusive of annual rent of USD44,444 and Xstract believes that this is a suitable budget and work programme for an early-stage coal exploration project.

Table 4.2: 2012/13 Khangi Saikhan work programme summary

Activity	Details	Timing	Expenditure
Geophysical surveys	Magnetics	Nov-Dec 2012	USD45,000
Drill and assay	1,600m	Jun-Aug 2013	USD234,000
		Total	USD279,000

Source :Kumai

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5 Non-coal project

Kumai’s interest in the non-coal project, “Khangi Altangobi” consists of a single Exploration Licence 14572, located in close proximity to the Khangi Saikhan project covering 17,975 ha prospective for gold and/or copper-gold mineralisation.

5.1 Khangi Altangobi (14572)

5.1.1 Location, access and infrastructure

The project is approximately 300 km from the capital city Ulaanbaatar and 80 km from the Dundgovi regional capital of Madalgovi.

The elevation ranges from 1,300m ASL to 1,470m ASL within the Middle Gobi Desert region where the land is predominantly rolling and sparsely vegetated plains with occasional ridges of more resistant rock types (Figure 5.1).

Figure 5.1: Southerly view of southern portion of 14572

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Source: Xstract

The area is isolated and access is via a poorly developed unsealed road network from Ulaanbaatar and Mandalgovi.

5.1.2 Ownership, status and agreements

Kumai Singapore acquired 70% of Khangi, the established tenement holder, for a one off payment of USD150,000. Each of the parties will fund further exploration activities according to their respective shareholdings following the completion of a two phase exploration program using the funds raised through the acquisition.

The tenements were initially granted on 12 December 2008 and in the fourth year of work programmes for minimum expenditure purposes. An extension of term application was accepted on 9 December 2011. Xstract understands that the licences are currently in good standing.

5.1.3 History

There has been no past exploration activity on the Khangi Altangobi project tenement prior to the granting of the applications in favour of Khangi Prospecting. This is a large tenement and incurs a significant annual rental impost.

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To date approximately USD20,000 has been spent on the tenements and comprises work related to a geophysical program involving a ground magnetics survey.

2011 Ground geophysics

During late November 2011, a 100 m by 50 m spaced ground magnetics survey (260 line km) was completed over a select area of the tenement primarily for orientation purposes and to aid in “proofing” of the geological interpretation provided in the 1:200,000 scale mapping provided by MRAM (Figure 5.3).

The results have been used to formulate a regional geochemical soil sampling programme to further aid in understanding the nature of the prospective stratigraphy.

Figure 5.2: Magnetic survey results (TMI) Khangi Altangobi

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Source: Kumai

5.1.4 Geology

The vast majority of the rocks covering the tenement area are intrusive, interpreted to be of Devonian and Permian age with some likely Cretaceous sediments at the southern extremities.

The general target model is that of the giant Erdenet copper deposit of northern Mongolia where multi-phase granitoids have resulted in a “porphyry copper” style of mineralisation. The discovery and current development of the large Oyu Tolgoi copper, gold and silver deposit located southeast of the project area has significantly raised the profile of porphyry copper deposits in Mongolia, where the mineralisation is of a similar geological association to the more historic and well known (in Mongolia) Erdenet operation.

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Figure 5.3: Expanded 1:200,000 scale geology map of the area surrounding 14572

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Source: Kumai

5.1.5 Exploration potential

The exploration potential appears on a conceptual basis to be good for gold or copper-gold given the potential multi-phase intrusion of grantitoid bodies, should the 1:200,000 regional interpretation be correct.

Favourable stratigraphy and structural corridors cross-cut the tenement and additional geophysics and a systematic multi-element soil sampling programme will aid in targeting the first reconnaissance diamond drilling.

5.1.6 Budgets and work programmes

A second phase ground magnetics survey covering the remaining part of the prospective stratigraphy (715 line km) has been designed following the technical success of the method as an effective exploration tool for use in the project area. A multi-element soil sampling programme of approximately 1,160 samples will be undertaken in parallel with the

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geophysics to provide the necessary detail to design reconnaissance drilling (400 m). This fieldwork is estimated at USD155,000.

This activity exceeds the minimum expenditure requirements and Xstract believes that this is a suitable budget for this early-stage precious/base metal exploration project.

Table 5.1: 2012/13 Khangi Altangobi work programme summary

Activity	Details	Timing	Expenditure
Soil sampling	1160 samples	Dec 2012-Feb 2013	USD85,000
Drilling and assay	400 m	May-June 2014	USD70,000
		Total	USD155,000

Source: Kumai

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6 Summary of planned activity

Kumai have completed planning for an exploration budget totalling USD978,328 for the period November 2012 to December 2013. This budget covers the entire portfolio outlined in this report and is inclusive of other expenses, such as Board and Management support. Figure 6.1 shows the high level breakdown of the budget by activity, while Table 6.1 shows the budgetary allocation by project and activity.

Figure 6.1: Budget forecast by activity for Nov 2012 to Dec 2013

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

Geophysics
9%
Leases
9%
Drilling
Geo Consultants 45%
11%
Geochemistry
12%
Other
14%
----- End of picture text -----

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Draft report

Table 6.1: Portfolio budget (USD)

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7 Key market risks and considerations

Given Mongolia’s mineral wealth, many foreign companies and investors are eager to see whether the country’s fledgling democratic government can:

• build the infrastructure required

• maintain stability

• improve the rule of law and

• negotiate its way through the geopolitical pressures exerted by Russia and China.

Based on its review of the available information, Xstract has compiled an analysis of Mongolia’s strengths, weaknesses, opportunities, and threats (“SWOT analysis”) as outlined in the Table 7.1.

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Table 7.1: SWOT Analysis

• Strengths Weaknesses - - Abundant natural resources, especially in key Inadequate infrastructure for the trade of bulk minerals such as coal, iron ore, gold, uranium commodities or heavy industry -

• and copper Low population size and density

• - Proximity to Chinese and other key Asian - Low standard of domestic education markets - Challenging operating climate

• - - New emerging market Health issues and poverty

• - Young literate labour force; many senior - Underdeveloped legal frameworks and managers are young & western trained institutions

• - Liberalised trade - Dependent on foreign aid and grants - - Steady economic growth Widespread perception of corruption

• - Stable exchange rates - Reliance on few export commodities and - Foreign investment encouraged markets - Understand the need for foreign investment and - Narrow domestic markets expertise - Land-locked

• - - Legislative solutions that are fair to the foreign Insufficient domestic energy supply investor and sovereign wealth creation

• Opportunities Threats

• - - Expanding industrial and mining production Geopolitical pressures from China and Russia

• Geopolitical pressures from China and Russia

• - High external indebtedness

• Key investment target for major regional players and significant multi-national companies

• Growth in the mining sector has limited potential for employment growth

• New and expanding copper production capability

• Infrastructure developments providing greater linkages to key markets and opportunities

- Need for high levels of investment in infrastructure and mining sectors to realise aspirations - Economy remains vulnerable to lower commodity prices hence prolonged global economic downturns are extremely harmful to Revenue and FDI inflows

• Infrastructure design and construction

• Mining and infrastructure investment

• Import of skilled mining professionals

• Mineral discovery in a largely unexplored landscape

• Increased risk aversion and perceptions of country risk

• Partnerships with local companies that hold mineral tenements

• Continued Chinese demand for resources -

Inexperience of Government on global stage and influence from new players that are less bound by protocol courtesies of bilateral and multilateral diplomacy

• Environmental degradation

• Dominance by China in both equity investment and markets

• Inappropriate legislation aimed at maintaining sovereign equity in the commodities.

Source: Xstract

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8 Bibliography

Badarch, G., Cunningham, W.D., Windley, B.F., 2002, A New Terrain Subdivision for Mongolia: Implications for the Phanerozoic Crustal Growth of Central Asia. Journal of Asian Earth Sciences 21, pp 87–110.

Central Intelligence Agency, 2009; CIA World Factbook – Mongolia.

Chimiddorj, A., 1995, Coal Resources in Mongolia and Some Probably Potential Areas for Coalbed Methane, International Conference on Coalbed Methane Development and Utilization, Proceedings – Beijing, China, October 17-21, 1995: United Nations Development Programme and PRC Ministry of Coal and Industry, Volume B, Paper B102.

Choi, D., 2012, Mongolian Growth, Published Research Report, Frontier Securities, 14 January 2012.

Connors, J., 2010, Mining Law and Policy Developments in Mongolia-Considerations for Foreign Investors, Presentation, Baker & McKenzie, February 2010.

Cunningham, W.D., 2005, Active Intracontinental Transpressional Mountain Building in the Mongolian Altai: Defining a New Class of Orogen. Earth and Planetary Science Letters 240, pp 436–444.

Daly, J.C.K., 2008, Mongolia, Coal, and Inflation, United Press International, May 14 2008.

Davaatsedev, L., Tunga G., 2005, Coal Mining and Transportation Situation in Mongolia and Infrastructure Development Issues, Presentation, Mongolian Coal Association, at JAPAC (Japanese Committee for Pacific Coal Flow) International Symposium, September 26 2005.

Dierkes, J., Khushrushahi N., (Eds.), 2006, Mining in Mongolia – Some Recommendations for Long-Term Investment Agreements in the Mongolian Mining Sector, Published Report, Institute of Asian Research December 2006.

Dendevsambuu, O., 2012, Mongolia Highlights 2012, Published Commentary, Deloitte International Tax, Deloitte Global Services 2012.

Erdenetsogt, B-O, Lee, I., Bat-Erdene, D and Jargal, L., 2009, Mongolian Coal-Bearing Basins: Geological Settings, Coal Characteristics, Distribution and Resources, International Journal of Coal Geology 80 (2009) pp 87 – 104.

Everard, J., 2011, Mongolia Overview, Technical Presentation, Xstract Mining Consultants, Perth, March 2011.

Gopalakrishnan, R., Mitra, A., 2011, Asia Pacific Economics – Mongolia Country Brief, Published Report, ANZ Research, 5 August 2011.

Hung, A, Davis P.A., 2009, Mongolian Mining Law: Issues of Note for Foreign Investors, Mongolian Law Brief, Baker & McKenzie, June 2009.

Jacob, A., Tobiason, A., 2011, Mongolia’s Biodiversity – Status, Threats, and Recommendations for Conservation, Published Report, USAID/EGAT/Biodiversity Team, March 2011.

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Jargal, L. and Lee, I., 2006, Detritial Modes of the East Gobi Basin (Ondor-Bogd Area) Sandstones (Late Jurassic–Early Cretaceous) in Southeastern Mongolia and Their Geological Implications, Geosciences Journal Vol. 10, No. 1, pp 1-16, March 2006.

Jorde, I., Biegert A., 2009, Renewable Energies in Central Asia – Regional Report on Potential and Markets (Mongolian Chapter), Published Report, Federal Ministry for Economic Cooperation and Development (BMZ), Germany, 2009.

McMahon, F., Cervantes M., 2012, Fraser Institute Annual Survey of Mining Companies 2011/12, Published Report, Fraser Institute, February 2012.

Purevsuren D., Drebenstedt C., 2004, Actual Aspects of Lignite Mining in Mongolia, in Mine Planning and Equipment Selection, Hardygora M., Paszkowska G., and Sikora, M., (Eds), Thirteenth International Symposium on Mine Planning and Equipment Selection, Proceedings – Wroclaw, Poland, September 1-3 2004.

Schwochow, S., 1997, The International Coal Seam Gas Report, Cairn Point Publishing, Stephen Schwochow, editor, 1997.

Traynor, J.J., Sladen, C., 1995. Tectonic and Stratigraphic Evolution of the Mongolian People's Republic and Its Influence on Hydrocarbon Geology and Potential. Marine and Petroleum Geology 12, pp 35–52.

Temuulen, G., 2009, Strategically Significant Mineral Deposits of Mongolia, Presentation, Erdenes MGL LLC, London, 2010.

Tse 2007: US Geological Survey Minerals Yearbook 2005, Mongolia-2005, US Department of Interior, USGS, Pui-Kwan Tse, June, 2007.

Whittall, M., Pope, L., 2011, Moncoalia - Mongolian Coal and Infrastructure, Published Research Report, Renaissance, 15 June 2011.

Zabotkin, L.B. et. al., 1983, Report on Results of Geological Mapping on Scale 1:200,000 carried out in 1979-82 in the Central-Gobi Region of Mongolia, National Report, Moscow (in Russian).

, 1997, Mongolian Law on Mining, Chapter One–General Provisions, Ulaanbaatar, June 5, 1997.

, 2002, Mongolia: State of the Environment 2002, Published Report, United Nations Environment Programme Regional Resource Centre for Asia and the Pacific, 2001.

, 2004, JORC CODE-Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Minerals Council of Australia (JORC), 2004 Edition.

, 2005, VALMIN - Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, prepared by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Mineral Industry Consultants Association with the participation of the Australian Securities and Investment Commission, the Australian Stock Exchange Limited, the Minerals Council of Australia the Petroleum Exploration Society of Australia, the Securities Association of Australia and representatives of the Australian financial section, 2005 Edition.

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, 2006, Discussion Papers Mongolia – A Review of Environmental and Social Impacts in the Mining Sector, World Bank Published Report, May 2006.

, 2008, Narmandakh Presentation, Information briefing on the Khuree-2 Exploration Area, Topblast Co. Ltd, 2008

, 2008, Taxation and Mining in Mongolia, Published Report, World Growth International, December 2008.

, 2009, Southern Gobi Region’s Water Supply Issues, Presentation, The World Bank, Ulaanbaatar 2009.

, 2009, Infrastructure in Mongolia: Challenges and Opportunities, Published Report, Eurasia Capital, April 2009.

, 2009, Commercial Laws of Mongolia–An Assessment by the EBRD, Published Report, General Counsel for the European Bank for Reconstruction and Development, December 2009.

, 2009, Southern Mongolia Infrastructure Strategy, Published Report, The International Bank for Reconstruction and Development/The World Bank, 2009.

, 2010, Railway Policy for Mongolia, Published Government Report, Ministry of Road, Transportation, Construction and Urban Development of Mongolia, April 2010.

, 2011 Mongolia Investment Climate Statement, Economic and Commercial Section of the U.S. Embassy in Ulaanbaatar, Mongolia, Published Report, U.S. Department of State, February 2011.

, 2011, Rates of Surtax Royalty Rates Applicable in Addition to the Standard Royalty Rates, Published Table, Hogan Lovells International, 2011.

, 2011, Mongolian Mining Projects Report 2011, Published Report, Australian Government/Australian Trade Commission, January 2011.

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ROBE AUSTRALIA LIMITED (TO BE RENAMED MONGOLIAN RESOURCES LIMITED)

Investigating Accountant’s Report

27 November 2012

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27 November 2012

The Directors Robe Australia Limited Level 2, 409 St Kilda Road MELBOURNE VIC 3004

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT

1. Introduction

We have prepared this Investigating Accountant’s Report (“ Report ”) on historical financial information of Robe Australia Limited (“ Robe ” or “ the Company ”) for inclusion in the Prospectus. Broadly, the Prospectus will offer up to 17.5 million Shares at an issue price of $0.20 each together with a free attaching Option exercisable at $0.20 on or before 17 October 2016 to raise $3.5 million before costs (“ the Offer ”). The Offer is subject to a minimum raising of $2.5 million before costs.

The Offer comprises a Priority Offer of up to 5 million Shares together with a free attaching Option exercisable at $0.20 on or before 17 October 2016 to current shareholders of the Company ( “Priority Offer” ).

On 10 December 2012, the Company will seek shareholder approval to consolidate the number of Shares and Options on issue on a one (1) for forty (40) basis. For the purposes of this report all references to Robe Shares and Options will be on a post consolidation basis.

2. Basis of Preparation

This Report has been prepared to provide investors with information on the historical statement of comprehensive income, statement of financial position, and statement of changes in equity, and the pro-forma statement of financial position and statement of changes in equity, as noted in Appendices 1, 2 and 3.

This Report does not address the rights attaching to the Shares to be issued in accordance with the Prospectus, nor the risks associated with the investment, and has been prepared based on the complete Offer being achieved. Neither BDO Corporate Finance (WA) Pty Ltd nor its related entities (“ BDO ”) has been requested to consider the prospects for the Company, the Shares on offer or related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly has not done so, and does not purport to do so. BDO accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the Prospectus.

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

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3. Background

Robe Australia Limited has been listed on the Australian Securities Exchange ( “ASX” ) since August 1994. During the 2009 financial year, the Company sold its operating businesses and since that date has remained listed on the ASX as a shell, seeking resource opportunities.

On 24 October 2012, the Company announced that it had entered into a Share Sale Agreement to acquire 100% of the issued capital of Kumai Energy Limited ( “Kumai” ) for consideration of 24,666,670 fully paid shares in Robe (post consolidation) ( “the Acquisition” ). Robe has also provided a loan on arm’s length commercial terms of $200,000 to meet existing commercial obligations of Kumai pertaining to its existing licences.

Kumai was incorporated on 3 February 2011 for the purposes of acquiring the Singapore incorporated entity Kumai Energy Pte Ltd (“ KEPTE ”). KEPTE was incorporated for the purpose of progressing the exploration and potential development of projects in Mongolia. KEPTE holds a 70% interest in the share capital of Khangi Prospecting LLC (“ Khangi” ), who is the registered holder of a number of exploration licences in Mongolia (collectively referred to as “the Projects” ). The purpose of the Acquisition of Kumai is to develop and progress the Projects held by Khangi in Mongolia.

As a result of the Acquisition, on 10 December 2012, the Company will seek shareholder approval to change the nature and scale of the activities of Robe as well as the name to Mongolian Resources Limited.

4. Scope

You have requested BDO to prepare an Investigating Accountant's Report covering the following financial information:

• the historical statement of financial position as at 30 June 2012, and the statement of comprehensive income and statement of changes in equity for the period ended on that date, for Robe;

• the historical consolidated statement of financial position as at 30 June 2012 and the consolidated statement of changes in equity for the period ended on that date, for Kumai;

• the pro-forma consolidated statement of financial position as at 30 June 2012, and the proforma consolidated statement of changes in equity for the period ended on that date, reflecting the actual position as at that date, major transactions between that date and the date of our report and the proposed capital raising under the Prospectus; and

• the accounting policies applied by the Company in preparing its financial statements, (the " Financial Information ").

The historical financial information set out in the appendices to this Report has been extracted from the financial statements of both Robe and Kumai for the year ended 30 June 2012.

The Directors are responsible for the preparation of the historical financial information including determination of the adjustments.

We have conducted our review of the historical financial information in accordance with the Australian Auditing and Assurance Standard ASRE 2405 “Review of Historical Financial Information Other than a Financial Report”. We made such inquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

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• a review of work papers, accounting records and other documents pertaining to balances in existence at 30 June 2012;

• a review of the assumptions used to compile the pro-forma statement of financial position;

• a review of the adjustments made to the pro-forma historical financial information;

• a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company disclosed in the appendices to this Report; and

• enquiry of Directors and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Our review was limited primarily to an examination of the historical financial information, the pro-forma financial information, analytical review procedures and discussions with both management and directors. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical information or proforma financial information included in this Report or elsewhere in the Prospectus.

In relation to the information presented in this Report:

• support by another person, corporation or an unrelated entity has not been assumed;

• the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and

• the going concern basis of accounting has been adopted.

5. Conclusion

Statement on Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the historical financial information as set out in the Appendices to this report does not present fairly the financial performance for the period ended 30 June 2012 or the financial position as at 30 June 2012 in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

Statement on Pro-forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the pro-forma financial information does not present fairly the financial position of the Company as at 30 June 2012, in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the proforma transactions had occurred on that date.

6. Subsequent Events

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

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7. Assumptions Adopted in Compiling the Pro-forma Statement of Financial Position

The pro-forma statement of financial position post issue is shown in Appendix 2. This has been prepared based on the reviewed financial statements as at 30 June 2012 and the following transactions and events relating to the issue of Shares under this Prospectus:

• The issue of 17.5 million Shares at an offer price of $0.20 each to raise $3.5 million before costs based on the maximum subscription, or the issue of 12.5 million Shares at an offer price of $0.20 each to raise $2.5 million before costs based on the minimum subscription. Under both the maximum subscription and the minimum subscription 1 free attaching Option exercisable at $0.20 on or before 17 October 2016 will be issued for every 1 Share applied for pursuant to the Prospectus;

• Costs of the Offer, based on the maximum and the minimum subscription, are estimated to be $350,000, which are to be offset against the contributed equity;

• The Company to change its name from Robe Australia Limited to Mongolian Resources Limited and to consolidate the number of Shares and Options on issue on a one (1) for forty (40) basis;

• In consideration for the Acquisition of Kumai, the Company will issue 24,666,670 fully paid Shares;

• In consideration for service performed in relation to the Acquisition, the Company will issue CPS 3,000,000 Shares and 3,000,000 Options exercisable at $0.20 each on or before 17 October 2016. We have valued the Shares at $0.20 each for a total value of $600,000 and the Options at a total value of $384,000;

• In consideration for service performed in relation to the Offer, the Company will issue CPS 7,198,551 Shares and 7,198,551 Options exercisable at $0.20 each on or before 17 October 2016. We have valued the Shares at $0.20 each for a total value of $1,439,710 and the Options at a total value of $921,415. As these are considered to be costs of the Offer they are to be offset against the contributed equity;

• Upon their appointment as Directors of the Company the following Options, with an exercise price of $0.20 each on or before 17 October 2016, will be issued:

• 500,000 Options to Mr P Reilly;

• 5,000,000 Options to Mr P Youd; and

• 5,000,000 Options to Mr C McGuckin.

We have valued the 10,500,000 Options to be issued at $1,344,000.

• In consideration for assistance provided with the Acquisition, the Company will issue Ms N Schmidt 500,000 Options exercisable at $0.20 each on or before 17 October 2016. We have valued these Options at $64,000; and

• In consideration for assistance provided with the Acquisition, the Company will issue Mr Christian West and Mr James Hyndes a total of 2,000,000 Options exercisable at $0.20 each on or before 17 October 2016. We have valued these Options at $256,000.

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8. Disclosures

BDO Corporate Finance (WA) Pty Ltd is the corporate advisory arm of BDO in Perth.

Neither BDO Corporate Finance (WA) Pty Ltd nor BDO, nor any director or executive or employee thereof, has any financial interest in the outcome of the proposed transaction except for the normal professional fee due for the preparation of this Report.

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

Yours faithfully

BDO Corporate Finance (WA) Pty Ltd

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Adam Myers Director

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APPENDIX 1

ROBE AUSTRALIA LIMITED

STATEMENT OF COMPREHENSIVE INCOME

Robe Australia Limited	Audited for the year ended 30-Jun-12 $
Revenue Other revenue Revenue Other income Administration costs Insurance Legal fees Employee benefits expense Occupancy costs Communication costs Finance costs Project assessment expense Option fee expense Net profit/(loss) for the period	38,591 17,472
	56,063 9,862 (371,941) (12,156) (78,200) (15,587) (12,000) (988) (1) (76,031) (105,441)
	(606,420)

This statement of comprehensive income shows the historical financial performance of the Company and is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4. Past performance is not a guide to future performance.

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APPENDIX 2

ROBE AUSTRALIA LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes	Robe Kumai Audited as at Audited as at $2.5 million $3.5 million $2.5 million $3.5 million 30-Jun-12 30-Jun-12 raising raising raising raising $ $ $ $ $ $ Pro-forma adjustments Pro-forma after issue
CURRENT ASSETS Cash and cash equivalents 2 Trade and other receivables Other current assets Held for trading accounts TOTAL CURRENT ASSETS NON CURRENT ASSETS Property, plant and equipment Exploration expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITES TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Contributed equity 3 Reserves 4 Accumulated losses 5 Non-controlling interest TOTAL EQUITY	673,496 35,330 2,150,000 3,150,000 2,858,826 3,858,826 5,759 64,825 - - 70,584 70,584 7,193 - - - 7,193 7,193 38,932 - - - 38,932 38,932
	725,380 100,155 2,150,000 3,150,000 2,975,535 3,975,535 - 10,785 - - 10,785 10,785 - 243,085 - - 243,085 243,085
	- 253,870 - - 253,870 253,870
	725,380 354,025 2,150,000 3,150,000 3,229,405 4,229,405
	54,432 662,062 - - 716,494 716,494
	54,432 662,062 - - 716,494 716,494
	54,432 662,062 - - 716,494 716,494
	670,948 (308,037) 2,150,000 3,150,000 2,512,911 3,512,911
	52,234,717 1,972,052 (48,846,146) (47,846,146) 5,360,623 6,360,623 126,453 (28,673) 2,842,962 2,842,962 2,940,742 2,940,742 (51,690,222) (2,278,884) 48,153,184 48,153,184 (5,815,922) (5,815,922) - 27,468 - 27,468 27,468
	670,948 (308,037) 2,150,000 3,150,000 2,512,911 3,512,911

The pro-forma Statement of Financial Position after Issue is as per the Statement of Financial Position before Issue adjusted for any subsequent events and the transactions relating to the issue of Shares pursuant to this Prospectus. The Statement of Financial Position is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

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APPENDIX 3

ROBE AUSTRALIA LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Notes	Robe Kumai Audited as at Audited as at $2.5 million $3.5 million $2.5 million $3.5 million 30-Jun-12 30-Jun-12 raising raising raising raising $ $ $ $ $ $ Pro-forma adjustments Pro-forma after issue
Balance as at 1 July 2011	(51,083,802) (1,234,432) - -(52,318,234) (52,318,234)
Comprehensive income for the period Profit/(Loss) for the period Total comprehensive income for the period 5 Transactions with equity holders in their capacity as equity holders Contributed equity, net of transaction costs 3 Reserves 4 Non-controlling interest Total transactions with equity holders Balance as at 30 June 2012	(606,420) (1,044,452) 48,153,184 48,153,184 46,502,312 46,502,312
	(51,690,222) (2,278,884) 48,153,184 48,153,184 (5,815,922) (5,815,922)
	52,234,717 1,972,052 (48,846,146) (47,846,146) 5,360,623 6,360,623 126,453 (28,673) 2,842,962 2,842,962 2,940,742 2,940,742 - 27,468 - - 27,468 27,468
	52,361,170 1,970,847 (46,003,184) (45,003,184) 8,328,833 9,328,833
	670,948 (308,037) 2,150,000 3,150,000 2,512,911 3,512,911

The above consolidated statement of changes in equity is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4.

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APPENDIX 4

ROBE AUSTRALIA LIMITED

NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of the historical financial information included in this Report have been set out below.

a) Basis of preparation of historical financial information

The historical financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements of the Australian equivalents to International Financial Reporting Standards (“ AIFRS ”), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.

The financial information has also been prepared on a historical cost basis, except for derivatives and available-for-sale financial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal group’s held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

b) Going Concern

The historical financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent on the success of the fundraising under the Prospectus. The Directors believe that the Company will continue as a going concern. As a result the financial information has been prepared on a going concern basis. However should the fundraising under the Prospectus be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the recoverability and classification of liabilities that might be necessary should the Company not continue as a going concern.

c) Reporting Basis and Conventions

The report is also prepared on an accrual basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.

The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

d) Capital restructure

Under the Acquisition, Robe acquires all the shares in Kumai by issuing 24,666,670 shares in Robe to Kumai Shareholders, giving Kumai a controlling interest in Robe and equating to a controlling interest in the combined entity. Kumai has thus been deemed the acquirer for accounting purposes. The acquisition of Robe by Kumai is not deemed to be a business combination, as Robe is not considered to be a business under AASB 3 Business Combinations .

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The transaction has therefore been treated as a share based payment under AASB 2 Share Based Payments , whereby Kumai is deemed to have issued shares in exchange for the net assets and listing status of Robe.

As the deemed acquirer, Kumai has acquisition accounted for Robe as at 30 June 2012. Refer Note 6 for further details on the acquisition accounting treatment.

e) Principles of consolidation

Kumai (the legal subsidiary) has been treated as the accounting parent and Robe (the legal parent) has been treated as the accounting subsidiary, based on the terms of the transaction as outlined above in accounting policy note (d) Capital restructure.

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Kumai at the end of the reporting period. A controlled entity is any entity over which Kumai has the power to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the Equity section of the consolidated Statement of Financial Position and Statement of Comprehensive Income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

f) Income Tax

The income tax expense or benefit (revenue) for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognized from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

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g) Cash and Cash Equivalents

Cash and cash equivalents includes cash at bank and in hand, deposits held at call with financial institutions, other short-term highly liquid deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

h) Trade and other receivables

Trade receivables are recognised as the amount receivable and are due for settlement no more than 30 days from the date of recognition. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off against the receivable directly unless a provision for impairment has previously been recognised.

A provision for impairment of receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate.

Loans granted are recognised at the amount of consideration given or the cost of services provided to be reimbursed.

i) Revenue Recognition

Revenues are recognised at fair value of the consideration received net of the amount of GST.

Interest

Revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset.

j) Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

k) Trade and Other Payables

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether or not billed to the Company. Trade accounts payable are normally settled within 30 days of recognition.

l) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between proceeds (net of transaction costs) and the redemption amount is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.

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m) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

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

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

n) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure, including costs of acquiring the licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained the legal rights to explore the area are recognised in the statement of comprehensive income.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

• I. The expenditures are expected to be recouped through successful development and exploitation or from sale of the area of interest; or

• II. Activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the areas of interest are continuing.

Exploration and evaluation assets are assessed for impairment if (i) sufficient date exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

When an area of interest is abandoned or the directors decide that it is not commercial, and accumulated costs in respect of that area are written off in the financial period the decision is made.

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o) Impairment of assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Financial Assets

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

Non-Financial Assets

The carrying amounts of the non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, recoverable amount is estimated at each reporting date.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

p) Contributed Equity

Ordinary shares are classified as equity.

Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.

q) Financial Instruments

Recognition

Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

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Financial liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

r) Employee Benefits

Wages and Salaries, Annual Leave and Sick Leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the statement of financial position date are recognised in respect of employees' services rendered up to statement of financial position date and measured at amounts expected to be paid when the liabilities are settled.

Liabilities for non-accumulating sick leave are recognised when leave is taken and measured at the actual rates paid or payable. Liabilities for wages and salaries are included as part of Other Payables and liabilities for annual and sick leave are included as part of Employee Benefit Provisions.

Long Service Leave

Liabilities for long service leave are recognised as part of the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees to the statement of financial position date using the projected unit credit method. Consideration is given to expect future salaries and wages levels, experience of employee departures and periods of service. Expected future payments are discounted using national government bond rates at the statement of financial position date with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Share-based payments transactions

The Company provides benefits to employees (including directors) of the Company in the form of share options. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employee becomes unconditionally entitled to the options. The fair value of the options granted is measured using Black-Scholes valuation model, taking into account the terms and conditions upon which the options were granted.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, on a straight line basis over the period from grant date to the date on which the relevant employees become fully entitled to the award ( “vesting date” ). The amount recognised as an expense is adjusted to reflect the actual number that vest.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

s) Accounting estimates and judgements

In the process of applying the accounting policies, management has made certain judgements or estimations which have an effect on the amounts recognised in the financial information.

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

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Valuation of share based payment transactions

The valuation of share-based payment transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted.

Options

The fair value of options issued is determined using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted.

Recoverability of capitalised exploration and evaluation expenditure

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

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

Taxation

The Company is subject to income taxes in Australia. Significant judgement is required when determining the Company’s provision for income taxes. The Company estimates its tax liabilities based on the Company’s understanding of the tax law.

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NOTE 2. CASH AND CASH EQUIVALENTS	Reviewed $2.5 million $3.5 million 30-Jun-12 raising raising $ $ $ Pro-forma after issue	Reviewed $2.5 million $3.5 million 30-Jun-12 raising raising $ $ $ Pro-forma after issue
Cash and cash equivalents Adjustments to arise at the pro-forma balance: Reviewed balance of Robe as at 30 June 2012 Pro-forma adjustments: Reviewed balance of Kumai as at 30 June 2012 Proceeds from shares issued under this Prospectus Capital raising costs Pro-forma Balance	673,496 2,858,826 3,858,826
		673,496 673,496 35,330 35,330 2,500,000 3,500,000 (350,000) (350,000)
		2,150,000 3,150,000
		2,858,826 3,858,826

NOTE 3. CONTRIBUTED EQUITY	Reviewed $2.5 million $3.5 million 30-Jun-12 raising raising $ $ $ Pro-forma after issue
Contributed equity 52,234,717 5,360,623 6,360,623 Number of shares (Min) Number of shares (Max) $ $ Adjustments to arise at the pro-forma balance: Fully paid ordinary share capital of Robe 456,278,415 456,278,415 52,234,717 52,234,717 Consolidation of Robe share capital on 1:40 basis (444,871,455) (444,871,455) - - 11,406,960 11,406,960 52,234,717 52,234,717 Pro-forma adjustments: Reviewed balance of Kumai as at 30 June 2012 - - 1,972,052 1,972,052 Consolidation adjustment of acquisition of Kumai - - (52,234,717) (52,234,717) Shares issued on acquisition of Kumai (Refer Note 6) 24,666,670 24,666,670 1,559,986 1,559,986 Proceeds from shares issued under this Prospectus 12,500,000 17,500,000 2,500,000 3,500,000 Capital raising costs - - (350,000) (350,000) Shares issued to CPS for services performed in relation to Acquisition 3,000,000 3,000,000 600,000 600,000 Shares issued to CPS for services performed in relation to Offer 7,198,551 7,198,551 1,439,710 1,439,710 Shares issued to CPS for services performed in relation to Offer deemed to be costs of the Offer - - (1,439,710) (1,439,710) Options issued to CPS for services performed in relation to Offer deemed to be costs of the Offer - - (921,415) (921,415) 47,365,221 52,365,221 (48,846,146) (47,846,146) Pro-forma Balance 58,772,181 63,772,181 5,360,623 6,360,623	52,234,717 5,360,623 6,360,623
	Number of shares (Min) Number of shares (Max) $ $ 456,278,415 456,278,415 52,234,717 52,234,717 (444,871,455) (444,871,455) - -
	47,365,221 52,365,221 (48,846,146) (47,846,146)
	58,772,181 63,772,181 5,360,623 6,360,623

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NOTE 4. RESERVES	Reviewed Pro-forma 30-Jun-12 After issue $ $	Reviewed Pro-forma 30-Jun-12 After issue $ $
Reserves 126,453 2,940,742 Adjustments to arise at the pro-forma balance: Reviewed balance of Robe as at 30 June 2012 126,453 Pro-forma adjustments: Reviewed balance of Kumai as at 30 June 2012 (28,673) Consolidation adjustment of acquisition of Kumai (126,453) Options issued to CPS for services performed in relation to Acquisition 384,000 Options issued to CPS for services performed in relation to Offer 921,415 Options issued to newly appointed Directors 1,344,000 Options issued to N Schmidt in consideration for assistance with Acquisition 64,000 Options issued to C West and J Hyndes in consideration for assistance with Acquisition* 256,000 2,842,962 Pro-forma Balance 2,940,742	126,453 2,940,742
		126,453 (28,673) (126,453) 384,000 921,415 1,344,000 64,000 256,000
		2,842,962
		2,940,742

*Using the Black-Scholes option valuation methodology the fair value of these Options has been calculated. The following inputs were used for the Options to be issued:

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Underlying share price Exercise price Issue date Expiration date Life of the Options Volatility Risk-free rate Value per option	$0.20 $0.20 10-Dec-12 17-Oct-16 3.85 90% 2.51% $0.128
Options on issue	Number
Current options on issue (post-consolidation): Options with an exercise price of $0.40 on or before 31 December 2014 Options to be issued: Options to be issued as part of the Offer based on the maximum subscription*	7,054,714 17,500,000
Options issued to CPS for services performed in relation to Acquisition and Offer*	10,198,551
Options issued to newly appointed Directors Options issued to N Schmidt in consideration for assistance with Acquisition Options issued to C West and J Hyndes in consideration for assistance with Acquisition*	10,500,000 500,000 2,000,000
Total *All Options have an exercise price of $0.20 each on or before 17 October 2016	47,753,265

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NOTE 5. ACCUMULATED LOSSES	Reviewed Pro-forma 30-Jun-12 After issue $ $	Reviewed Pro-forma 30-Jun-12 After issue $ $
Accumulated losses (51,690,222) (5,815,922) Adjustments to arise at the pro-forma balance: Reviewed balance of Robe as at 30 June 2012 (51,690,222) Pro-forma adjustments: Reviewed balance of Kumai as at 30 June 2012 (2,278,884) Consolidation adjustment of acquisition of Kumai 51,690,222 Amount recognised as share based payments expense on Acquisition (Refer Note 6) (889,038) Shares issued to CPS for services performed in relation to Acquisition (600,000) Options issued to CPS for services performed in relation to Acquisition (384,000) Options issued to newly appointed Directors (1,344,000) Options issued to N Schmidt in consideration for assistance with Acquisition (64,000) Options issued to C West and J Hyndes in consideration for assistance with Acquisition (256,000) 48,153,184 Pro-forma Balance (5,815,922)	(51,690,222) (5,815,922)
		(51,690,222) (2,278,884) 51,690,222 (889,038) (600,000) (384,000) (1,344,000) (64,000) (256,000)
		48,153,184
		(5,815,922)

NOTE 6: ACQUISITION ACCOUNTING

Provisional accounting for Acquisition

A summary of the acquisition details with respect to the Acquisition as included in our report is set out below. These details have been determined for the purpose of the pro-forma adjustments as at 30 June 2012, and will require re-determination based on the identifiable assets and liabilities as at the successful acquisition date, which may result in changes to the value as disclosed below.

Under the Acquisition, Robe acquires all the shares in Kumai by issuing 24,666,670 shares in Robe to Kumai shareholders, giving Kumai a controlling interest in Robe and equating to a controlling interest in the combined entity. Kumai has thus been deemed the acquirer for accounting purposes as it will own 68.38% (24,666,670 / 36,073,630) of the consolidated entity. The acquisition of Kumai by Robe is not deemed to be a business combination, as Robe is not considered to be a business under AASB 3 Business Combinations .

As such the consolidation of these two companies is on the basis of the continuation of Kumai with no fair value adjustments, whereby Kumai is deemed to be the accounting parent. Therefore the most appropriate treatment for the transaction is to account for it under AASB 2 Share Based Payments , whereby Kumai is deemed to have issued shares to Robe Shareholders in exchange for the net assets held by Robe.

In this instance, the value of the Robe shares provided has been determined as the notional number of equity instruments that the shareholders of Kumai would have had to issue to Robe to give the owners of Robe the same percentage ownership in the combined entity. We have deemed this to be $1,559,986.

The pre acquisition equity balances of Robe are eliminated against this increase in Share Capital on consolidation and the balance is deemed to be the value of the share based payment for the net assets and listing status of Robe, being $889,038.

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The net assets acquired, and the amount recognised as share based payments expense, are as follows:

ASSET ACQUISITION Acquiree's carrying amount before asset acquisition ($)	ASSET ACQUISITION Acquiree's carrying amount before asset acquisition ($)
Net assets acquired: Cash and cash equivalents Trade and other receivables Other current assets Held for trading accounts Trade and other payables Total net assets acquired Fair value of Robe consideration shares Total net assets acquired Amount recognised as share based payments expense on Acquisition	673,496 5,759 7,193 38,932 (54,432)
	670,948 1,559,986 670,948
	889,038

NOTE 7: RELATED PARTY DISCLOSURES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 8: COMMITMENTS AND CONTINGENCIES

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the Prospectus.

NOTE 9: HISTORICAL FINANCIAL INFORMATION

Robe does not consider it appropriate to disclose three years historical financial information because during the 2009 financial year, the Company sold its operating businesses and since that date has remained listed on the ASX as a shell, seeking resource opportunities. The only major event to have happened since that time was the Company entering into the Share Sale Agreement to acquire 100% of the issued capital of Kumai, which was announced in October 2012.

We have therefore included the most recent statement of comprehensive income and statement of financial position, reviewed as at 30 June 2012, as detailed at Appendix 1 and Appendix 2 respectively and consider that these provide sufficient detail of historical financial information for the Company.

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11. Risk Factors

There are a number of risk factors, both specific to the Company and of a general nature, which could adversely impact the future operating and financial performance of the Company, the value of an investment in the Company and the value of its Shares and Options. The following is not an exhaustive summary, but points out some of the risks that are peculiar to the Company.

Any one or a combination of such risks could affect the Company adversely and thus the value of any investment in the Company. The Board is unable to estimate the extent of such adversity, and thus an investment in the Company should be regarded as speculative.

Shareholders should carefully consider each of the risk factors described below, together with the other information contained in this Prospectus, before making an investment decision. Shareholders should consult their stockbroker, accountant, lawyer or other professional adviser before deciding whether to apply for New Shares under the Offer.

11.1 Risks associated with investment in Robe

The prospects of the Company and its proposed investment strategy must be considered in light of the risks, costs and difficulties frequently encountered by companies in the early stage of their development, particularly in the mineral exploration sector which has a high level of inherent uncertainty.

The agreements entered into by the Company in relation to the exploration permits and exploration claims in which the Company has an interest (i.e. the Licences) are at various stages of exploration, and potential Applicants should understand that coal exploration and development are high-risk undertakings. None of the Licences currently have a mineral resource.

There can be no assurance that exploration of the Licences, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit or JORC Code resource classification. Further exploration is required to determine whether the Company’s Licences contain any economically viable mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Re-Quotation of Shares on ASX

The acquisition of the Kumai, giving the Company an interest in the Licences constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

11.2 Risks associated with investment in Mongolia

(a) Sovereign and Political Risks Associated with Operating in Mongolia

As set out under Sections 8 and 10, the Company will acquire an interest in Licences in a young democratic country which is experiencing a transition to a market economy that presents a certain level of uncertainty and risk.

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In recent years, the Mongolian Parliament has passed laws that might apply to restrict or limit the Company’s operations or make them uneconomic. Such provisions of law include but are not limited to certain provisions of the Minerals Law that give the government of Mongolia the right to participate in the development of ‘mineral deposits of strategic importance’ and provisions of the Strategic Entities Foreign Investment Law that restrict foreign investment. See the Mongolian Counsel Report on Projects.

More general risks include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability, changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration and/or mining, licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

At present, Mongolia has a large trade deficit with relatively little coal and iron exports, and most major projects are being built with foreign financing and foreign expertise. Most economic growth up to this point has been financed by foreign investment. The country produces almost nothing other than unrefined raw resources with no value added. The Mongolian growth story from a foreigner investment perspective is the future. However, ongoing disputes between Rio Tinto and the government in relation to the Oyu Tolgoi agreement pursuant to which the government of Mongolia is seeking to renegotiate and increase the government’s stake in the mine from thirty four (34) percent to closer to fifty (50) percent, continues to present doubts as to the commercial feasibility of large scale long-term projects in Mongolia in an unstable political environment.

Finally, in the aftermath of the 2008 Parliament elections, initially peaceful protests were followed by serious rioting in Ulaanbaatar, with five people killed and over three hundred injured, and a state of emergency was declared by the Government that lasted four days. In April of this year, the former Prime Minister and President of Mongolia and current leader of Mongolian’s fourth largest political party, Nambaryn Enkhbayar ( Enkhbayar ), was arrested on allegations of corruption during his term as President (from 2005-2009). The case received international media coverage due to the number of police that converged on Enkhbayar’s house during his arrest as well as his subsequent hunger strike. Enkhbayar’s arrest was criticised by Amnesty International, The Economist, and The Financial Times and some alleged that the arrest was politically motivated as it occurred only weeks before the June 2012 elections for Parliament, and Enkhbayar was the leader of the Mongolian People’s Revolutionary Party which was expected to make strong electoral gains. Enkhbayar was sentenced to four years imprisonment in August of this year.

(b) Legislative changes resulting in stricter government control over foreign investment in Mongolia could adversely impact the liquidity and price of the Shares or make financing our operations more difficult.

On May 17, 2012, Mongolian Parliament adopted the Law of Mongolia on the Regulation of Foreign Investment in Business Entities Operating in Sectors of Strategic Importance (the SFI Law ). Under the SFI Law, foreign investors seeking to invest in Mongolian business entities operating in sectors of strategic importance need to obtain approval from the Government of Mongolia. The SFI Law also prohibits foreign entities from obtaining 33% or more of the equity interest in a Mongolian entity operating in sector of strategic importance without approval of the Government. For purposes of the SFI Law,

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sectors of strategic importance include minerals, banking and finance, media and telecommunication sectors. The SFI Law may discourage, delay or prevent any potential change in control of the interests being acquired by Robe, which may adversely impact the liquidity and price of the Shares. See the Mongolian Counsel Report on Projects for more details.

In addition, this new legislation may restrict the Company’s ability to raise additional equity capital from sources outside of Mongolia. If Robe’s ability to raise additional capital and finance acquisitions is limited or if Robe’s financing costs increase as a result, Robe’s business, prospects, results of operations and financial condition may be materially and adversely affected.

(c) Legal Risks Associated with Operating in Mongolia

The Company’s Mongolian operations are subject to the jurisdiction of Mongolia’s courts. The legal system operating in Mongolia is developing which may result in risks such as:

• (i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;

• (ii) a higher degree of discretion on the part of governmental agencies;

• (iii) the lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, local taxation and property rights; or

• (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions.

The commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to Licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that the licences and other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effectiveness of an enforcement of such arrangements cannot be assured.

In the case where the Company disputes the actions of Mongolia with regard to its Licences, it is unlikely that the Company would be successful in raising a claim in Australian courts for reasons of comity or the doctrine of sovereign immunity.

(d) Special Needs Land

Any tenement is subject to the risk that the land covered by the Licence may be declared “special needs land”.

Land may be declared as “special needs land” for various reasons including for purposes of converting the land into special protected areas, land allocated for defence and security and sites for conducting research.

Where land is declared as “special needs land”, any mineral licences existing over the land will be terminated. There is an obligation to pay compensation in relation to the terminated licence. However, it is not clear whether the compensation to be provided to the licence holder is intended to compensate the licence holder for:

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• (i) the fair value of the minerals that would have been mined in the absence of the special needs designation; or

• (ii) merely reimburse the licence holder for any expenditure to date; or

• (iii) something in between.

(e) Potential Enactment of a New Minerals Law

Various factions within Mongolia have recently called for major changes to the current minerals law and other related laws and governmental policies.

However, there is uncertainty as to what effect, if any, a new minerals law may have on issues such as state participation in the minerals sector and the Water and Forests Law.

To date, a definitive list of affected licences has not yet been published.

The future of the Water and Forest Law is unclear due to the lack of financial resources available to the Mongolian Government to pay any compensation for any revoked licence as well as significant pressure from Mongolian citizens, Mongolian businesses and foreign persons.

As a result, there is a risk, if the Water and Forests Law is enforced, that the Licence will be terminated and inadequate or no compensation paid to the Company for the termination.

(f) Title Risks Associated with the Mongolian Licences

As noted in Sections 8, and 10 there are a number of conditions that the Company must satisfy with respect to the Mongolian licences in which it has an interest, including minimum expenditure and annual reporting requirements that the Company must comply with to keep the Company’s Mongolian licences in good standing. There is a risk that the Company may not be able to satisfy these requirements, in which case the Company may forfeit title to those licences.

Specifically, the Company notes the following with respect to its Mongolian licences:

• (i) Delays in obtaining all necessary approvals and permits may jeopardise the economic viability of the Licences;

• (ii) The Licences will need to be renewed annually, with the next renewal to be completed on or before 12 December 2013;

• (iii) The Revised Minerals Law requires that licence fees for subsequent years shall be payable annually in advance, on or before the anniversary date of the issuance of the licence. The failure to pay the licence fee within the specified period can be legal grounds for possible revocation of that licence;

• (iv) If the Company fails to fund the necessary environmental reclamation funds, this failure can be the legal ground for the suspension of exploration activities for up to two (2) months and the possibility of revocation of its licences; and

• (v) The failure to develop and submit an Environment Protection Plan and Report can be legal grounds for the suspension of exploration activities for up to two (2) months and the possibility of revocation of those licences.

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(g) Co existence Rights

Some of the tenements that the Company may in future hold a right to acquire an interest in may be limited to the right to explore and mine coal. This means that other entities may have the right to explore and mine other minerals on the tenements and such activities may adversely impact on the Company’s exploration on those tenements.

(h) Environmental Risk

The Company’s interest in the Licences is subject to Mongolian laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mining projects, the Licences would be expected to have a variety of environmental impacts should development proceed.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws and industry standards. Areas disturbed by the Company’s activities will be rehabilitated as required by applicable laws and regulations.

(i)

Foreign Exchange / Currency

Any revenue generated by the Company is expected to be in United States Dollars ( USD ) while its cost base might be in any of Australian Dollars ( $ ), Mongolian Tugrik and USD. Consequently the cross exchange rates for these currencies will have an impact on the Company’s expected earnings in $.

The cross exchange rates are affected by numerous factors beyond the control of the Company.

These factors include Australia’s, Mongolia’s and the USA’s economic conditions and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Company’s exploration, the Licences development and production plans and activities, together with the ability to fund those plans and activities.

(j)

Infrastructure

The Company’s Licences is located in a region that is poorly serviced by infrastructure. Prospectively, further Company projects may also be located in regions within Mongolia that are poorly serviced by infrastructure.

This basic infrastructure that is lacking may include roads, electricity, running water and health and emergency services. The lack of infrastructure may impact negatively on the economic viability of any deposits discovered by the Company in other regions and may require the Company to negotiate access to existing infrastructure and/or invest substantial amounts on the upgrade of existing infrastructure of development of new infrastructure.

(k) Joint Venture Parties, Contractors and Contractual Disputes

The Company may in the future be a party to a joint venture in respect to some of its projects in Mongolia. The Company will therefore be reliant upon its joint venture participants complying with their obligations.

In relation to this issue, the Directors are unable to predict the risk of:

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• (i) financial failure or default by a participant in any joint venture to which the Company may become a party; or

• (ii) insolvency or other managerial failure by any of the operators and contractors used by the Company in its exploration activities; or

• (iii) insolvency or other managerial failure by any of the other service providers used by the Company or its operators for any activity.

(l) Operating Risks

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

The Projects will be subject to extreme climatic conditions which could restrict the period within which exploration; appraisal and possibly production activities may take place and may also place Company personnel at risk if exposed to these extreme conditions.

In addition, Mongolia has a foreign worker quota system that may make it difficult to hire qualified personnel even where local manpower is unavailable.

A summary of factors that may affect the operations of the Company, include:

• (i) geological conditions;

• (ii) alterations to joint venture programs and budgets;

• (iii) unanticipated operational and technical difficulties encountered in geophysical surveys, drilling and production activities;

• (iv) mechanical failure of operating plant and equipment, industrial and environmental accidents, acts of terrorism or political or civil unrest and other force majeure events;

• (v) industrial action, disputation or disruptions;

• (vi) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;

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

• (viii) prevention or restriction of access by reason of political unrest, or outbreak of hostilities;

• (ix) current exploration operations and future mine development of the Licences are subject to the Company’s ability to obtain a wide range of permits, licences, and approvals and there is no guarantee that such permits, licences and approvals will be granted or will be granted in a timely matter;

• (x) advancement of the exploration operations to mine development can be a lengthy process taking a number of years during which the Company’s projects may be subject to new laws, regulations, and taxes which may have a material impact on the Company; and

• (xi) restriction of access to infrastructure by Russian, Chinese or Mongolian authorities.

(m) Exploration, Development, Mining and Processing Risks

The business of mineral exploration, project development and mining by its nature contains elements of significant risk. Ultimate and continuing success of these activities is dependent on many factors such as:

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• (i) the discovery and/or acquisition of economically recoverable coal/ore reserves;

• (ii) successful conclusions to bankable feasibility studies;

• (iii) access to adequate capital for the development of the Projects;

• (iv) design and construction of efficient mining and processing facilities within capital expenditure budgets;

• (v) securing and maintaining title to tenements and compliance with the terms of those tenements;

• (vi) obtaining consents and approvals necessary for the conduct of exploration and mining; and

• (vii) access to further competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

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

Mining is an industry which has become subject to increasing legislative regulation including, but not limited to, environmental responsibility and liability. The potential for liability is an ever present risk. The use and disposal of chemicals in the mining industry is under constant legislative scrutiny and regulation. The introduction of new laws and regulations or changes to underlying policy may adversely impact on the operations of the Company .

11.3 General Economic Risks and Business Climate

(a) Stockmarket Conditions

The market price of the Shares if quoted on ASX will be influenced by international and domestic factors affecting conditions in equity and financial markets. These factors may affect the prices of listed Securities and the prices for the Securities of companies quoted on ASX, including the Company.

(b) Funding

The funds raised under the Offer will be sufficient for the Company to meet its current contractual obligations under its existing agreements. If the Company elects to obtain the maximum interest in all of its projects and conduct further exploration in addition to that envisaged under this Prospectus, it will need to obtain additional fundraising on terms acceptable to the Company. Any additional equity financing may be dilutive to Shareholders and any debt financing, if available, may involve restrictive covenants, which may limit the Company’s operations and business strategy.

Unless, and until, the Company develops or acquires income producing assets, it will be dependent upon the funds raised by the Offer (and interest earned on those funds) and its ability to obtain future equity or debt funding to support exploration, evaluation and development of the Projects in which it has an interest.

The Company’s ability to raise further equity, or debt, or to divest part of its interest in a project, and the terms of such transactions will vary according to a number of

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factors, including the success of exploration and the future development of the Projects, stock market conditions and prices for coal.

(c) Resource Estimates

Resource estimates, including those contained in this Prospectus, are expressions of judgment based on knowledge, experience and industry practice. Often these estimates were appropriate when made but may change significantly when new information becomes available. There are risks associated with such estimates, including that coal mined may be of a different quality, tonnage or strip ratio from the estimates. Resource estimates are necessarily imprecise and depend to some extent upon interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to the company resources could affect the Company’s development and mining plans.

(d) Coal Marketing and Coal Prices

In the event that the Company’s exploration is successful and the Company proceeds to develop a coal mine, the marketability of the coal production depends upon the quality and tonnage demand from the international and domestic marketplace.

Customers may default on their contractual obligations with the Company. Potential contractual defaults may include non payment for coal or failure to take delivery of contracted volumes. Should such a default occur, the Company may find it difficult to access other customers.

Depressed coal prices would affect the business. Future revenues, operating results, profitability, future rate of growth and the carrying value of the assets of the Company depend heavily on prevailing market prices for coal. Any substantial or extended decline in the price of coal would have a material adverse effect on the financial condition and results of operations.

Mongolia itself is impacted by global economic condition, and in particular, neighbouring China’s economic situation and natural resource demand both in China and globally.

(e) Reliance on Key Management

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

(f) Insurance

Insurance against all risks associated with mineral exploration production is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

(g) Competition

The Company will be competing with other companies in the resource sector, many of which will have access to greater resources than the Company and may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.

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(h) Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by Applicants in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

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

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12. Material Contracts

Set out below is a summary of the more important provisions of contracts to which the Company (or one of its subsidiaries) is a party which may be material in terms of the Offer or the operation of the Company’s business, or otherwise may be relevant to a potential Applicant in the Company.

12.1 KPL Shareholder Agreement

KEPTE, Bayarmaa Dolgorsuren and Oldokhbayar Tsedendorj are parties to the KPL Shareholder Agreement dated 17 October 2011 which governs their relationship as shareholders in Khangi.

(a) Board

Under the terms of the KPL Shareholder Agreement, KEPTE is entitled to appoint two Directors and Bayarmaa Dolgorsuren and Oldokhbayar Tsedendorj are, together, entitled to appoint one Director to the Board of Khangi.

With the exception of matters exclusively within the authority of the shareholders, the management and policies of Khangi are within the power of the Board of Directors, who in turn may delegate this authority to the executive body (to the extent permitted by law). All decisions of the Board of Directors must be made by an affirmative vote of two-thirds of the members of the Board of Directors, except for certain decisions, including the sale, lease or disposal of all or substantially all of Khangi’s assets or the issuance of shares, which require a unanimous decision.

(b) Officers

A Mongolian limited liability is required to have an Executive Director or a collegial management body in lieu of an Executive Director. Khangi has an Executive Director and such Executive Director is the chief executive officer of the Company responsible for the management of Khangi’s day-to-day business and the implementation of all orders and resolutions of the Shareholders and the Board. The Executive Director may be removed at any time by an affirmative vote of the Khangi Board of Directors. G. Usukhbayar is the current Executive Director of Khangi.

(c) Budgets, Work Programs and Calls

The business of Khangi must be conducted in accordance with the budget and business plan prepared by the executive director and approved by the board of directors of Khangi, annually. Within 15 business days of the approval of a budget and business plan, shareholders are entitled to be notified of the approval and provided with a copy of the budget and business plan.

Any significant variance (a fifteen (15) percent or greater difference to any individual line item or a ten (10) percent or greater difference overall) to the proposed budget and business plan must first be approved by the board of directors.

The work program will:

• (i) initially be funded by KEPTE, and will include the minimum licence expenditures, licence fee payments, environmental payments and any other annual payments; and

• (ii) be conducted by LUNDA LLC, a limited liability company organized under the laws of Mongolia (and controlled by Bayarmaa Dolgorsuren) which will be engaged on normal commercial terms to carry out the activities in two

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phases (“Phase I” and “Phase II”), unless otherwise agreed upon by the shareholders. Phase I will consist of the following:

• geological mapping to locate all sedimentary rock outcrops in the area and to further map and measure the structural attitudes;

• visits to all coal occurrences in the vicinity determining the strike and clip of the seams, thickness, and to sample and analyse the quality of the coal; and

• drilling a minimum of ten (10) open holes on each property which are to be:

• (i) up to two hundred (200) metres deep to determine thickness of overburden gravels, to investigate stratigraphy, and to locate coal seams;

• (ii) geophysically logged; and

• (iii) in the event of the location of a coal seam, analysed to determine coal quality.

In the event that Phase I is successful in identifying coal in commercially viable quality and quantities, Phase II will commence consisting of the following:

• (i) twin holes which encountered coal seams in Phase I drilling with core with:

• spot coring through identified coal seams;

• sampling and analysis of all seams; and

• geophysical logging of all holes;

• (ii) offset holes for each Phase I hole which encountered coal;

• (iii) follow-up core drilling through coal seams; and

• (iv) completion of exploration work to define a JORC Code compliant indicated resource of not less than fifty (50) million metric tonnes or conversion to Mining Licence.

Once Phase II is complete or the exploration licences are converted to Mining Licences, each shareholder will be obliged to contribute to further exploration and development in proportion to their shareholdings in Khangi at the time of the expenditure. Shareholders are required to pay their proportion of anticipated expenditures upon receipt of a capital call notice which:

• (i) is prepared by the Executive Director;

• (ii) coincides with the budget and business plan;

• (iii) provides reasonable detail of all anticipated expenditures required; and

• (iv) is provided at least 60 days prior to the due date for payment.

If a shareholder elects to not contribute to further exploration and development, that shareholder will be entitled to a US$1.00 per tonne royalty and their interest in Khangi will be distributed equally between the remaining shareholders. The KPL Shareholder Agreement provides that the rate of royalty will increase 10% for every US$5.00 increase in the spot selling price for the coal mined and sold from licences XV-014574, XV-014573, XV-014571 and XV-014572.

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(d) Funding

Shareholders may finance the business of Khangi by way of a shareholder loan with an interest rate of LIBOR + 2% (compounded monthly), which will be repaid out of the profits of Khangi.

Alternatively, where funding is sought externally, the shareholders undertake to cooperate to facilitate such external financing by executing documents and providing the assurances and warranties that are reasonably required by the external lender.

Where an external lender requires a guarantee and the shareholders unanimously agree to provide the guarantee, the guarantee will be provided on a joint basis in proportion to each shareholders’ holding in Khangi. If any money is required to be paid in relation to a guarantee, any shareholder who does not pay their proportionate share will be indebted to the other shareholder/s who have paid the difference and will be liable to interest at a rate of LIBOR + 2% (compounded monthly), with such amounts becoming payable on demand.

The signing officers for banking purposes are the Executive Director and Chief Financial Officer.

(e) Distributions

To the extent permitted by law and any shareholder’s decision, shareholders are entitled to receive available cash in proportion to their shareholdings after deducting payments to cover Khangi’s financial obligations, the repayment of shareholder loans with any interest and the retention of cash to cover operating costs and contingencies.

(f) Area of Interest

Shareholders (their nominees, subsidiaries or affiliates) who acquire any minerals licences within one hundred and fifty (150) km of the mineral exploration licences XV-014574, XV-014573, XV-014571 and XV-014572 must notify Khangi and KEPTE of the acquisition and offer Khangi and KEPTE the opportunity to participate in the development of the acquisition. If KEPTE either directly or indirectly (through Khangi) elects to participate, KEPTE must:

• (i) provide written notice of its election within thirty (30) days of the offer;

• (ii) pay the offeror US$75,000 for each acquisition; and

• (iii) conduct a work program on the minerals licences.

(g) Termination

The agreement may be terminated by a non-defaulting party where a breach occurs and is not rectified within fifteen (15) business days of written notice being served on the defaulting party. Where such termination occurs, the defaulting party is liable for all damages caused to the non-defaulting party and is required to indemnify the nondefaulting party.

(h) Dispute Resolution

Any disputes arising under the agreement may be submitted for arbitration to the Mongolian National Chamber of Commerce Arbitration Center. The decision of the arbitrators is final and binding and judgement made be entered into in court for the recognition or enforcement of the award.

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12.2 Management and Advisory Agreement

The Company has entered into a Management and Advisory Agreement ( Agreement ) with CPS Securities dated 11 November 2012 ( Adviser ).

Under the terms of this Agreement, the Adviser has agreed to provide advice, market spread and raise capital on a “best endeavours” basis to enable the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules through the subscription of all New Shares offered under this Prospectus. The Adviser is free to arrange third party support at its discretion.

The following is a summary of the key material provisions of the Management and Advisory Agreement:

• (1) The Adviser will receive a brokerage fee of 5.0% (being up to $125,000) of the amount raised pursuant to the General Offer and a management fee of 1.0% (being $25,000) of the General Offer. This will result in the payment by the Company to the Adviser of advisory fees of up to $150,000. The Adviser is responsible for the payment of any fees to third parties.

• (2) Subject to Robe re-compliance with Chapters 1 and 2 of the ASX Listing Rules including the raising “on a best endeavours” basis of $2,500,000; 10,198,551 Shares and 10,198,551 Unlisted Options will also be issued to CPS Securities (or their nominee).

The issue is to pay fees to CPS Securities in relation to the sourcing of the Kumai transaction and associated advisory fees, facilitating the minimum spread of shareholders with marketable parcels and to reward CPS Securities with a success fee in relation to the Kumai transaction and recompliance with ASX Listing Rules. The allocation is as follows:

Service	Shares	Unlisted Options
Success fee in relation to Kumai	3,000,000	3,000,000
Advisory fees	2,000,000	2,000,000
On-sold to client base	5,198,551	5,198,551
Total	10,198,551	10,198,551

The on-sale to CPS Securities’ client base will have no impact on the control of the Company as it will not result in any person increasing their voting power in the Company:

• (a) from 20% or below to more than 20% of issued capital of the Company; or

• (b) from a starting point that is above 20% and below 90% of issued capital of the Company.

CPS Securities reserves the right in its absolute discretion to deal with these Shares and Unlisted Options as is sees fit including provision of them to third parties.

(3) The Agreement contains a number of warranties and representations by the Company in favour of the Adviser in respect of various matters, including the accuracy and completeness of information contained in this Prospectus, validity of the Agreement, the disclosure of information to the Adviser, the

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accuracy of financial information contained in this Prospectus, the due diligence conducted in relation to this Prospectus, and various other activities of the Company during the period between the date of the Agreement and the date on which the Adviser’s obligations under the Agreement cease.

• (4) In addition to the above warranties and representations, the Agreement contains several indemnities made by the Company in favour of the Adviser and its officers, employees, advisers and related bodies corporate for any claim, loss, liability, cost or expense (including legal costs on a full indemnity basis), which may arise as a result of the Company not complying with any of its obligations under the Agreement including but without limitation, breaching an undertaking, representation or warranty or any of the representations and warranties by the Company contained in the Agreement not being true and correct.

12.3 Robe Executive Long Term Incentive Plan

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of Directors and employees of a high calibre, the Board has established the “Mongolian Resources Limited Employee Share Option Plan” ( Plan ).

Resolution 8 of the General Meeting sought Shareholder approval under exception 9(b) of Listing Rule 7.2 to allow the issue of options under the Plan ( Plan Options ), and the issue of Shares on exercise of the Plan Options, as an exception to Listing Rule 7.1.

The issue of Plan Options will only fall within exception 9(b) of Listing Rule 7.2 if the Plan Options are issued under an employee incentive plan approved by Shareholders within three years before the date of issue.

The Company has the ability to issue Plan Options to eligible participants under the Plan over a period of three years without impacting on the Company’s 15% placement capacity under Listing Rule 7.1. Any issues of Plan Options to Directors will require separate Shareholder approval.

The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the Plan is an appropriate method to:

• (a) reward Directors and employees for their past performance;

• (b) provide long term incentives for participation in the Company’s future growth;

• (c) motivate Directors and generate loyalty from senior employees; and

• (d) assist to retain the services of valuable Directors and employees.

The Plan will be used as part of the remuneration planning for executive Directors and employees. The Corporate Governance Council Principles and Recommendations recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the Company’s circumstances and goals.

The Plan will also be used as part of the remuneration planning for non-executive Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance Council Principles and Recommendations, the Company considers that it is appropriate for non-executive Directors to participate in the Plan given the size of the Company. No Plan Options have yet been issued under the Plan.

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(a) Terms and Conditions of Plan

The key terms of the Plan are set out below. A full copy of the Plan is available for inspection at the Company’s registered office.

(b) Entitlement to Participate

The Board (or a committee to which the Board has delegated its powers and discretions under the Plan and responsibility for the management and administration of the Plan) may grant Plan Options to any employee of the Company or an Associated Company (including Directors who hold a salaried office with the Company), and issue an invitation and application form to that person. The Board will consider factors such as the seniority and position of the potential participant, length of service, record of employment and potential contribution to growth and profitability of the Company.

(c) Exercise Price

The Board will determine in its discretion the exercise price of the Plan Options, provided that the exercise price must not be less than the closing price of Shares sold on ASX on the last trading day on which the Shares were traded as at the date the Board decides to invite the Participant to apply for the Plan Options.

(d) Option Period (expiry date)

The expiry date of a Plan Option issued under the Plan is three (3) years after the date of the issue of the Plan Option, or such other date as the Board determines in its discretion at the time of making an invitation to a participant to subscribe for one or more Plan Options under the Plan.

(e) Exercise Conditions

The Board may, in respect of a Plan Option, determine any conditions that must be met before that Plan Option can be exercised.

(f) Lapsing of Plan Options

The Plan Options of a participant in the Plan will lapse where:

• (a) The participant ceases to be an employee or Director of, or to render services to, a member of the Group (other than because of a Qualifying Reason) and the Exercise Conditions have not been met;

• (b) The Exercise Conditions are unable to be met;

• (c) The Option Period has expired;

• (d) The Board (in its absolute discretion) determines that the Plan Options lapse on the basis that the participant has engaged in dishonest, fraudulent, negligent or criminal misconduct; or

• (e) The Company commences to be wound up.

(g) Exercise of Plan Options

Plan Options issued under the Plan are exercised by the Holder delivering to the Company (at a time when the Plan Options may be exercised):

• (a) a notice addressed to the Company and signed by the Holder stating that the Holder exercises the Plan Options and specifying the number of Plan Options being exercised; and

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• (b) payment of an amount equal to the Exercise Price multiplied by the number of Plan Options which are being exercised, by cheque, bank draft or postal order made out in favour of the Company, or by electronic payment in accordance with the directions on the Invitation and Application Form or such other directions given by the Company.

(h) Quotation

The Company will make an application for the Shares issued as a result of the Plan Options being exercised to be quoted in accordance with the Listing Rules.

(i) New Issues

Holders may only participate in new issues of Securities to holders of Shares in respect of a Plan Option if that Plan Option has been exercised, and in determining entitlements to the new issue, only Shares issued or transferred in respect of that Plan Option before the rrecord date will be taken into account.

(j) Limit on Plan Options

The Board must not invite a Participant to apply for a Plan Option where to do so would exceed the limit set out in ASIC Class Order 03/184.

12.4 Loan Agreement

Robe has provided Kumai with an arm’s length loan of $200,000 ( Loan ) secured over the assets of Kumai and supported by normal commercial warranties and management representation disclosures as to the status of the Licences and the financial position of Kumai. The key terms of the Loan are as follows.

• (1) Purpose of the Loan: The purpose of the Loan is to provide Kumai with funds for exploration and licence renewal through Khangi Prospecting LLC and working capital.

• (2) Principal Amount: $200,000.

• (3) Date of Advance: 23 October 2012.

• (4) Repayment Date: The Loan will be repayable in accordance with paragraph 11 on the date that is the earlier of:

• (a) the date that is 5 Business Days after Robe recommences trading on ASX post satisfaction of Chapters 1 and 2 of the Listing Rules ; and

• (b) 31 January 2013.

• (5) Interest Rate: 8% per annum.

• (6) Default Interest Rate: 15% per annum which shall become immediately payable in the event of a default pursuant to this agreement.

• (7) Calculation of Interest: Interest shall be calculated on a daily basis on the last day of the month.

• (8) Payment of Interest: Interest shall be payable on the Repayment Date.

• (9) Security: The Loan shall be secured by a registered fixed and floating charge over the Borrower.

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• (10) Notification period for repayment: Kumai must give at least five (5) business days notice prior to any repayment of amounts drawn under the Offer. The repayment notice must state:

• (a) the amount to be repaid;

• (b) the account details of the Lender where the repayment amount is to be deposited; and

• (c) the repayment date.

• (11) Repayment: Kumai shall at the Repayment Date specified in paragraph (4) repay the Loan as has been advanced to Kumai and all accrued interest or any portion thereof at that date in the absolute discretion of Robe either by issuing Kumai shares to Robe or by repayment of the Loan in cash.

Should Robe elect to receive shares, the number of shares to be issued at repayment shall be one share for every amount equal to “ Y ” owing under the Loan (including all accrued interest).

• “ Y ” shall be the lesser of:

• (a) $0.10; and

• (b) an amount equal to the lowest price per share at which Kumai has issued shares since the date of the advance.

12.5 Share Sale Deed

On 24 October 2012, the Company announced to the ASX the proposed acquisition of 100% of the issued shares of Kumai, subject to the terms of the Share Sale Deed and recompliance with Chapters 1 and 2 of the Listing Rules ( Transaction ).

Pursuant to the Share Sale Deed, the Company will offer 24,666,670 fully paid ordinary shares ( Consideration Shares ) in Robe in consideration of the Transaction. Following the passing of Resolutions at the General Meeting, Mr Craig McGuckin and Mr Peter Youd joined the Board of Robe at the completion of the General Meeting and Mr Shaun Stone and Mr Rob Hodby stood down. In addition Ms Nerida Schmidt was appointed as a Company Secretary.

The Transaction constitutes a change in the nature of the Company's activities and as such it is required, pursuant to Listing Rule 11, that approval is obtained from shareholders at a General Meeting and the Company re-comply with Chapters 1 and 2 of the Listing Rules. As the Transaction was approved by Shareholders at the General Meeting, the Company's securities are suspended from trading from 11 December 2012 until the requirements of Chapters 1 and 2 of the Listing Rules have been satisfied.

The Share Sale Deed provided that certain conditions precedent must be fulfilled by Robe prior to completion of the Transaction, including Robe obtaining Shareholder approval at the General Meeting (which was received) for:

• (a) the Consolidation of Robe’s issued capital on the basis of one (1) Share for every forty (40) Shares on issue;

• (b) the issue of the Consideration Shares pursuant to Listing Rule 7.1;

• (c) the change in Robe’s activities pursuant to Listing Rule 11.1 as a result of the Transaction;

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• (d) the issue of New Shares and New Options the subject of this Prospectus pursuant to Listing Rule 7.1;

• (e) the lodgement of this Prospectus with ASIC and the ASX and the successful completion of the capital raising contemplated by this Prospectus; and

• (f) Robe re-complying with Chapters 1 and 2 of the Listing Rules and ASX providing a letter to Robe with a list of conditions which, when satisfied, will result in ASX reinstating the Shares to quotation on ASX upon satisfaction of Chapters 1 and 2 of the Listing Rules and such conditions being reasonably acceptable to Robe.

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13. Additional Information

13.1 Rights and Liabilities Attaching to New Shares

The New Shares issued to successful applicants under the Offer will be issued as fully paid and will rank equally with, and have the same rights and liabilities as, existing Shares in all respects.

The rights and liabilities attaching to Shares are set out in the Constitution of Robe and are affected by the Corporations Act, the ASX Listing Rules and statute and general law. The Constitution may be inspected during normal business hours at the Company’s registered office.

The following is a summary of key rules in the Constitution:

(1) General Meetings

Each Shareholder is entitled to receive notice of, attend and vote at meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, Corporations Act and ASX Listing Rules.

(2) Voting at a General Meeting

Subject to any restriction on voting imposed by the ASX Listing Rules or any restriction agreement entered into between Robe and a Shareholder, every Shareholder present in person at a general meeting of the Company or by proxy, representative or attorney has one vote on a show of hands and one vote on a poll for each Share held.

A poll may be demanded by the Chairman of the meeting, five (5) Shareholders entitled to vote on the resolution or Shareholders who together hold at least 5% of the votes that may be cast on the resolution on a poll.

(3) Dividends

The Directors may from time to time determine dividends to be distributed to shareholders according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Dividends are payable on all Shares in proportion to the amount of the total issue price paid (but not credited) for the Shares. This is subject to any special or preferential rights attached to any class of shares created after the allotment of the Shares.

(4) Transfer of Shares

Shares may be transferred by a proper transfer effected in accordance with the ASTC Settlement Rules, by any other method of transferring or dealing in Shares introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX that is otherwise permitted by the Corporations Act. The Directors may decline to register a transfer of Shares (other than a proper transfer in accordance with the ASTC Settlement Rules) where permitted to do so under the Constitution, the Corporations Act, the ASX Listing Rules or where the Shares are restricted securities during an escrow period, unless otherwise permitted by the ASX Listing Rules.

If the Directors decline to register a transfer, the Company must, within five (5) Business Days after the transfer is lodged with the Company, give the party lodging the transfer written notice of the refusal and the reason for refusal. The Directors must decline to register a transfer of Shares when required by law, the ASX Listing Rules or ASTC Settlement Rules.

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(5) Issue of Further Shares

The Directors may allot, issue, grant options in respect of, or otherwise dispose of, further Shares on such terms and conditions as they see fit. However, the Directors must act in accordance with the restrictions imposed by the Constitution, ASX Listing Rules and Corporations Act.

(6) Winding Up

If the Company is wound up, then subject to any special or preferential rights attaching to any class of shares, Shareholders will be entitled to participate in any surplus assets of the Company in proportion to the amount of capital paid up on their shares when the winding up begins.

(7) Share Buy Backs

Subject to the provisions of the Corporations Act and ASX Listing Rules, the Company may buy back shares in itself on terms and at times determined by the Directors.

(8) Variation of Class Rights

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attaching to any class of shares may be varied or abrogated:

• (i) with the consent in writing of the holders of issued shares included in that class who are entitled to at least 75% of the votes that may be cast in respect of those shares; or

• (ii) with the sanction of a special resolution passed at a separate meeting of the holders of those shares.

(9) Dividend Reinvestment Plan and Bonus Share Plan

The Constitution authorises the Directors to establish and maintain dividend reinvestment plans (whereby any member may elect that dividends payable by the Company be reinvested by way of subscription for Shares in the Company) and bonus share plans.

(10) Alteration of Constitution

The Constitution can only be amended by special resolution passed by at least 75% of Shareholders present and voting at a general meeting of the Company. The Company must give at least 28 days written notice of its intention to propose a resolution as a special resolution.

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(11) ASX Listing Rules

Because Robe is listed on the Official List of ASX, notwithstanding anything in the Constitution, if the ASX Listing Rules prohibit an act being done, the act must not be done. If the ASX Listing Rules require an act to be or not to be done, authority is given for that act to be done or not to be done, and if a provision is required in the Constitution by the ASX Listing Rules, the Constitution will be treated as containing that provision. If any provision of the Constitution becomes inconsistent with the ASX Listing Rules, the Constitution will be treated as not containing that provision to the extent of the inconsistency.

13.2 Rights and liabilities attaching to New Options

• The New Options offered under the Offer will be granted on the terms set out below.

• (1) Each New Option entitles the holder to subscribe for one Share in the Company at an exercise price of 20 cents ( Exercise Price ).

• (2) The New Options will expire at 5.00 pm (AEST) on 17 October 2016 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (3) The Company will apply for quotation of New Options on ASX within 7 days after the date of the prospectus. If ASX does not grant official quotation of the Shares and Options within 3 months after the date of the Prospectus, Robe will not issue any New Options.

• (4) There is no obligation to exercise the New Options.

• (5) The New Options may be exercised in whole or in part, and if exercised in part, multiples of 500 New Options must be exercised on each occasion. Where less than 500 New Options are held, all New Options must be exercised together.

• (6) A holder of New Options may exercise its New Options by lodging with the Company Secretary at the Company’s registered office, before the Expiry Date:

• (i) a written notice of exercise of New Options specifying the number of New Options being exercised ( Exercise Notice ); and

• (ii) a cheque or electronic funds transfer for the total Exercise Price for the number of New Options being exercised.

• (7) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (8) Within 10 Business Days of receipt of the Exercise Notice accompanied by the appropriate Exercise Price, the Company will allot the number of Shares required under these terms in respect of the number of New Options specified in the Exercise Notice.

• (9) The New Options are freely transferable.

• (10) All Shares allotted upon the exercise of New Options will be fully paid and will rank pari passu in all respects with other issued Shares. The rights and liabilities attaching to the Shares issued upon exercise of the New Options are set out above.

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• (11) The Company will apply for Official Quotation by ASX of the Shares issued upon exercise of New Options within 10 Business Days of allotment of the Shares.

• (12) If the Company offers Shares by way of a pro rata issue (except a bonus issue) to the holders of Shares (whether renounceable or non renounceable), the exercise price of a New Options will be reduced in accordance with the formula set out in Listing Rule 6.22.2.

• (13) If there is a bonus issue to the holders of Shares in the Company then the number of Shares over which each New Option is exercisable will be increased by the number of Shares which the holder would have received under the bonus issue if the New Option had been exercised before the record date for the bonus issue.

• (14) In the event of any reorganisation (including a consolidation, sub-division, reduction, cancellation or return) of the issued capital of the Company, the rights of the New Option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (15) New Options do not entitle the holder to :

• (i) participate in a new issue of Shares or other Securities;

• (ii) receive dividends; or

• (iii) attend, or vote at, meetings of the Company,

without first exercising the New Option.

• (16) Other than as set out above, a New Option does not confer the right to a change in the Exercise Price or a change in the number of underlying Securities over which the New Option can be exercised.

13.3 Expenses

The total estimated cash costs and expenses of the Offer payable by the Company are expected to be as follows:

Expense	$
Legal and professional fees	110,000
Geologist Report, Independent Accountants Report, Mongolian Counsel Report on Projects	70,000
Advisory Fees (Refer also Section 5.5)	150,000
ASIC, ASX, mailing and other fees	20,000
TOTAL	$350,000

All fees referred to in this Prospectus are exclusive of GST.

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13.4 Interests of Other Persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (1) has any interest nor has had any interest in the last 2 years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (2) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Offer.

CPS Securities has acted as Adviser in relation to the Offer for which it will receive management and advisory fees as set out in Section 5.5.

Salmon Giles Corporate Pty Ltd ( Salmon Giles ) has acted as corporate adviser to the Company in respect of the Offer and will be paid arm’s length professional fees in respect of the provision of such services to the Company.

MahoneyLiotta ( ML ) has acted as the Mongolian legal advisers to the Company in connection with the Offer and will be paid an arm’s length professional fee in respect of the provision of such services to the Company.

Xstract Mining Consultants Pty Ltd ( Xstrac t) has acted as independent geological advisers to the Company in connection with the Offer and will be paid an arm’s length professional fee in respect of the provision of such services to the Company.

BDO Corporate Finance (WA) Pty Ltd ( BDO ) has acted as independent accountants to the Company in connection with the Offer and will be paid and will be paid arm’s length professional fees in respect of the provision of such services to the Company.

The Company will pay fees of approximately $20,000 for other services provided in connection with the Offer including share registry fees, printing and mailing, ASIC fees and ASX fees.

13.5 Consents

The following persons have given and not withdrawn their written consent to be named in the prospectus in the form and context in which they are named:

• CPS Securities has given and has not withdrawn its written consent to be named as Adviser to the Offer in the form and context in which it is named. CPS Securities has had no involvement in the preparation of any part of the Prospectus other than being named as Adviser to the Company. CPS Securities has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

• Computershare Investor Services Pty Limited ( Computershare ) has given and has not withdrawn its written consent to be named as Share Registrar in the form and context in which it is named. Computershare has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar of the

Company. Computershare has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

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• MahoneyLiotta ( ML ) has given its written consent to being named as Mongolian legal advisers to the Company and has not withdrawn its consent prior to lodgement with ASIC. With the exception of the consent as stated above, ML has not authorised the issue of this Prospectus. Accordingly, it makes no representations regarding and takes no responsibility for any other statement or material in or omissions from this Prospectus.

• Xstract Mining Consultants Pty Ltd ( Xstract ) has given its written consent to being named as independent geological advisers to the Company and has not withdrawn its consent prior to lodgement with ASIC. With the exception of the consent as stated above, Xstract has not authorised the issue of this Prospectus. Accordingly, it makes no representations regarding and takes no responsibility for any other statement or material in or omissions from this Prospectus.

• BDO Corporate Finance (WA) Pty Ltd ( BDO ) has given, and has not withdrawn, its written consent to be named in this Prospectus in the form and context in which it is named and to the inclusion of the Investigating Accountant’s Report and the Report on Directors’ Forecasts in the form and context in which they are included. BDO has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than references to its name and the Independent Accountant’s Report and the Report on Directors’ forecasts.

• Salmon Giles has given and not withdrawn its written consent to be named herein as corporate adviser in the form and context in which it is so named. Other than in its capacity as corporate adviser to the Company, Salmon Giles does not make any statement in this Prospectus nor is any other statement based upon a statement by Salmon Giles. Salmon Giles does not accept any liability to any person in respect to any false or misleading statement in, or omission from, any other part of this document.

13.6 Governing law

This Prospectus and the contracts which arise on acceptance of Application Forms are governed by the law applicable in the State of Victoria, Australia and each Applicant submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.

13.7 No Prospective Financial Information

Other than the financial information set out in this Prospectus, no prospective financial information is contained in this Prospectus as the Directors do not consider there to be reasonable grounds to include such information given the speculative nature of the Company as described in Section 11.

13.8 Litigation

From time to time the Company is involved in disputes with third parties, which may lead to litigation. However, so far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

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13.9 Taxation Considerations

(1) General

Set out below is a general overview of the Australian tax implications (as at the date of this Prospectus) for Australian residents who acquire Shares under the Offer. Given the complexity of tax laws, it does not cover all possible implications for particular Applicants.

Each Applicant’s individual circumstances will affect the taxation implications of any acquisition of Shares under the Offer. Before lodging an Application, each Applicant should seek independent professional advice with respect to the tax consequences applicable to their individual circumstances.

If you are not an Australian resident for tax purposes, the way you are taxed will depend on the nature and size of your shareholding and the terms of any double tax agreement between Australia and your country of residence. If you are not an Australian resident for tax purposes, you should obtain specific professional advice in this regard.

(2) Capital Gains Tax

Australian income tax laws impose tax on capital gains ( CGT ). Shareholders who hold Shares on capital account may become liable to pay CGT if they make a capital gain when they dispose of all or some of their Shares (or another CGT event has occurred in respect of those Shares).

An Applicant will be taken to have acquired Shares under the Offer when these are issued or transferred to the Applicant and to have disposed of them when they transfer (or agree to transfer) them to another person (although tax laws also deem a disposal to have occurred in some other circumstances as well).

The capital gain or loss will be calculated as the sale price of the Shares (or market value if the disposal is not on an arm’s length basis) minus the acquisition price of the Shares minus the transaction costs associated with acquiring and disposing of the Shares (if the calculation results in a negative number, a capital loss has been made).

A capital loss cannot be offset against ordinary taxable income but may be carried forward and offset against future capital gains.

If the Shares are held for at least 12 months, the Shareholder may be entitled to a CGT discount (i.e. if the Shareholder is an individual, only one-half of the capital gain is taxable; if a complying superannuation fund or another similar form of qualifying entity, only two thirds of the capital gain is taxable; companies are not entitled to any discount, and special rules apply for trusts).

The net taxable capital gain after permitted offsets and discounts is added to the Shareholder’s other taxable income and income tax is paid on the total amount.

Shares acquired for the purpose of share trading are likely to be taxed without the concessions available under the CGT provisions. Applicants who apply for or hold Shares for a share trading purpose should seek independent professional advice as the issues are quite complex.

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(3) Dividends

Dividends on Shares will be taxable income of the Shareholder in the tax year in which they are paid (or deemed to be paid) to the Shareholder (e.g. a dividend will be deemed to be paid where additional Shares are issued under a dividend reinvestment plan).

If the dividend carries a franking credit, the dividend paid (or deemed to be paid) plus the franking credit will be included in the Shareholder’s taxable income. The Shareholder will be entitled to offset the franking credit against tax payable by the Shareholder (provided the Shareholder is a qualifying person).

A qualifying person is a Shareholder who satisfies the holding period rule (i.e. has held the Shares on which the dividend is ‘at risk’ for at least 45 days) and the related payments rule.

Individuals and complying superannuation funds are entitled to a refund of any part of the franking credits that exceed their tax payable.

(4) GST and Stamp Duty

Under current law, GST and stamp duty is not payable on the issue or transfer of Shares.

(5) Tax File Number (TFN) and Australian Business Number (ABN)

Applicants are not required to disclose their TFN or ABN to the Company. However, if a TFN or ABN is not disclosed to the Company and no exemption is applicable, the Company must withhold tax at the highest marginal rate plus Medicare levy (currently 46.5%) from certain dividends and some other payments that might be payable by the Company.

13.10 Documents available for inspection

Copies of the Constitution, the Management and Advisory Agreement and the consents referred to in Section 13.5 will be made available for inspection free of charge between 9:00am and 5:00pm AEST, Monday to Friday, at the Company’s registered office during the Offer Period.

13.11 Directors’ Responsibility Statement and Consent

Each Director of the Company has given, and has not withdrawn as at the date of this Prospectus, his written consent to the lodgment of this Prospectus with ASIC in accordance with Section 720 of the Corporations Act.

Page 172 of 179

This Prospectus is issued by Robe Australia Limited. The issue of this Prospectus was authorised by a resolution of the Directors and is signed by Peter Reilly on behalf of all Directors.

==> picture [169 x 37] intentionally omitted <==

Peter Reilly Chairman

11 December 2012

Page 173 of 179

14. Definition

The following terms and abbreviations used in this Prospectus have the following meanings:

Terms	Meaning
$andcents	The official currency of the Commonwealth of Australia.
AdviserorCPS Securities	Cunningham Peterson Sharbanee Securities Pty Ltd ABN 73 088 055 636.
AEST	Australian Eastern Standard Time (Melbourne time).
Applicant	A person who applies to purchase Shares by completing the Application Form.
Application Form	Priority Offer Application Form or the General Offer Application Form as the case determines attached to or accompanying this Prospectus relating to the Offer.
ASIC	Australian Securities and Investments Commission.
ASTC	ASX Settlement Pty Ltd ACN 008 504 532.
ASTC Settlement Rules	The operating rules of ASTC.
ASX	ASX Limited ACN 008 624 691 or the market operated by it (as the context requires).
ASX Listing Rulesor Listing Rules	The official listing rules of ASX as waived or modified from time to time.
Business Day	A day other than a Saturday, Sunday, New Years Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which ASX shall declare and publish is not a business day.
CHESS	The Clearing House Electronic Subregister System operated by ASTC.
Closing Date	5:00pm (AEST) on 18 February 2013 or such other date as the Directors may determine subject to the requirements of the Corporations Act and the ASX Listing Rules and, if required, the consent of the Adviser.
CompanyorRobe	Robe Australia Limited ABN 50 007 870 760 (to be renamed Mongolian Resources Limited pursuant to the passing of the requisite Resolution at the General Meeting).
Conditional Listing Approval	Written approval from the ASX for admission of the Company to the Official List, subject only to customary conditions or conditions which the Company reasonably believes are capable of fulfilment.
Constitution	The constitution of the Company as at the date of this Prospectus.

Page 174 of 179

Consolidation	The consolidation of the issued Securities of the Company existing at the date of the General Meeting on a 1 for 40 basis (rounded up to the nearest whole number.
Corporations Act	_Corporations Act_2001 (Cth) as amended from time to time.
CPS Placements	The issue of Shares and Options pursuant to the resolutions passed at the Extraordinary General Meeting.
Directors	The directors of the Company in office on the date of this Prospectus.
Eligible Shareholders	Means Shareholders entitled to participate in the Priority Offer.
Extraordinary General Meeting	The extraordinary general meeting of Shareholders held on 28 June 2011.
General Offer	The offer of up to 12,500,000 New Shares and a free attaching New Option to each New Share and in addition any New Shares remaining after allocation of the Priority Offer on the terms set out in this Prospectus.
General Offer Closing Date	The closing date of the General Offer is 5.00pm AEST 18 February 2013, subject to these dates being extended, or the General Offer being closed early.
General Offer Application Form	The General Offer application form attached to or accompanying this Prospectus relating to the General Offer.
General Meeting	The general meeting of Shareholders held on 10 December 2012 to approve inter alia, for the purposes of ASX Listing Rule 7.1, the issue by the Company to the vendors of Kumai, 24,666,670 Shares and such other Resolutions as outlined in Section 5.1.
Group	The Company and any related body corporate as defined by the Corporations Act.
GST	Has the meaning given to it by the_A New Tax System_ _(Goods and Services Tax) Act 1999_or any replacement or other relevant legislation and regulations.
Issuer Sponsored	Securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker without the holder being admitted as an institutional participant in CHESS.
JORC Code	The code of the Australasian Joint Ore Reserves Committee (JORC), which sets out minimum standards, recommendations and guidelines for public for reporting of exploration results, mineral resources and reserves.
JORC Resource	A resource or reserve to which the JORC Code applies.

Page 175 of 179

KEPTE	Has the meaning given in Section 1.1.
Khangi Equity Interest	Has the meaning given in Section 6.3.
KPL Share Purchase Agreements	Has the meaning given in Section 6.3.
KPL Shareholder Agreement	Has the meaning given in Section 12.1.
Kumai	Means Kumai Energy Limited.
Licenses	Have the meaning given in Section 1.1.
LoanandLoan Agreement	Have the meanings given in Section 12.4.
Managementand Advisory Agreement	The agreement described in Section 12.2.
Maximum Raise	Means $3,500,000
Minimum Raise	Means $2,500,000.
New Option	An Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 for which the Company will seek ASX listing pursuant to the ASX Listing Rules.
New Share	A Share to be allotted and issued at 20 cents pursuant to this Prospectus.
Offer	The offer of New Shares pursuant to this Prospectus.
Offer Period	Either the General Offer Closing Date or the Priority Offer Closing Date, as the case may be.
Officer	An officer of the Company as that term is defined in the Corporations Act.
Official List	Official list of equities registered with the ASX in accordance with the ASX Listing Rules.
Official Quotation	Official quotation of the New Shares by ASX in accordance with the ASX Listing Rules.
Option	An option to subscribe for 1 Share.
Priority Offer	The offer of 5,000,000 New Shares and a free attaching New Option to each New Share to Eligible Shareholders of the Company on the Priority Offer Record Date, on the terms set out in this Prospectus.
Priority Offer Closing Date	The closing date of the Priority Offer 5.00pm AEST 11 February 2013, subject to these dates being extended, or the Priority Offer being closed early.

Page 176 of 179

Priority Offer Record Date	The record date for determining entitlements to participate in the Priority Offer, being 5.00pm AEST 10 December 2012.
Priority Offer Application Form	The Priority Offer application form attached to or accompanying this Prospectus relating to the Priority Offer.
Prospectus	This Prospectus dated 11 December 2012.
Record Date	5.00pm (AEST) on 11 December 2012.
Register	The Company’s register of members or option holders (as the case requires).
Resolution	Means resolutions to be put to Shareholders at the General Meeting.
Section	A Section of this Prospectus.
Securities	Shares and Options of the Company.
Share	A fully paid ordinary share in the Company.
Shareholder	A person who is registered as the holder of Shares.
Share Sale Deed	The deed described in Section 12.5.
Transaction	The acquisition of 100% of the issued shares of Kumai, subject to the terms of the Share Sale Deed and recompliance with Chapters 1 and 2 of the Listing Rules.
Unlisted Option	An Option exercisable at 20 cents on or before 5:00pm (AEST) on 17 October 2016 for which the Company will not seek ASX listing.

Page 177 of 179

15. Corporate Directory

Directors of Robe Australia Limited

Peter Reilly (Chairman) Craig Robert McGuckin (Managing Director) (appointed at the General Meeting) Peter Richard Youd (Executive Director) (appointed at the General Meeting)

Company Secretaries

Peter Bolitho Nerida Lee Schmidt (appointed at the General Meeting)

Registered Office

C/- Salmon Giles Pty Ltd Level 2, 409 St Kilda MELBOURNE VIC 3004

Telephone: (03) 9820 2322 Facsimile: (03) 9820 2158

Corporate Adviser

Salmon Giles Corporate Pty Ltd Level 2, 409 St Kilda MELBOURNE VIC 3004

Telephone: (03) 9820 2322 Facsimile: (03) 9820 2158

Australian Legal Adviser*

Norton Rose Level 14, 485 Bourke Street, MELBOURNE VIC 3000

Telephone: (03) 8686 6000 Facsimile: (03) 8686 6505

Mongolian Legal Adviser

MahoneyLiotta The Landmark, 7th Floor Chinggis Avenue - 13 Ulaanbaatar Mongolia

Telephone: +976 11 325 358 Facsimile: +976 11 325 344

Page 178 of 179

Investigating Accountant

BDO Corporate Finance (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Telephone: (08) 6382 4600

Independent Geological Advisers

Xstract Mining Consultants Pty Ltd Level 23, 333 Ann Street Brisbane QLD 4000 Telephone: (07) 3221 2366

Lead Manager and Adviser

Cunningham Peterson Sharbanee Securities Pty Ltd Level 34, Exchange Plaza, 2 The Esplanade PERTH WA 6000 Telephone: (08) 9223 2222 Facsimile: (08) 9223 2211

Share Registry*

Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street ADELAIDE S.A 5000

GPO Box 1326, Adelaide, SA, 5001

Telephone: 1300 55 61 61 or (08) 8236 2300 Facsimile: 1300 534 987 (within Australia) or +61 3 9473 2408 (outside Australia )

ASX Code: ROB

Proposed new ASX Code: MRF

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

Page 179 of 179

PRIORITY APPLICATION FORM

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

Holder Number:

PRIORITY OFFER CLOSING AT 5.00PM AEST (MELBOURNE TIME) ON 11 February 2013

ROBE AUSTRALIA LIMITED

ABN 50 007 870 760

REGISTERED OFFICE : c/o Salmon Giles Pty Ltd, Level 2, 409 St Kilda Road, Melbourne VIC 3004 SHARE REGISTRY :

Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street ADELAIDE S.A 5000 GPO Box 1326, Adelaide, SA, 5001 Telephone: 1300 556 161 or (08) 8236 2300 Facsimile: 1300 534 987 (within Australia) or +61 3 9473 2408 (outside Australia)

APPLICANTS DETAILS:

Full name (PLEASE PRINT)

Title, Given Name(s) & Surname or Company Name

Joint Applicant #2 or Joint Applicant #3 or

Postal Address (PLEASE PRINT)

Street Number

Street

Suburb/Town																																State Applicant #3					Post Code
ABN,Tax FileNumberor Exemption															Applicant #2

CHESS HIN or Existing SRN (where applicable)

I/We, the abovementioned, wish to apply for the number of New Shares which will be issued in accordance with the Prospectus and the Constitution of the Company as stated below:

Application money enclosed at 20 cents per New Share

I/We, the abovementioned, wish to apply for the number of New Shares which will be issued in accordance with the Prospectus and the Constitutionofthe Company as stated below:	I/We, the abovementioned, wish to apply for the number of New Shares which will be issued in accordance with the Prospectus and the Constitutionofthe Company as stated below:	Application money enclosed at 20 cents per New Share
	(please mark "X" to indicate one choice only)	LIMITATION ON PARTICIPATION The maximum subscription limitation of this application is $15,000. If you wish to apply for additional please use the General Application Form.
OFFER A		10,000 New Shares
OFFER B		25,000 New Shares
OFFER C		50,000 New Shares
OFFER D		75,000 New Shares

1

Application money enclosed at 20 cents per New A$…………………… Share ( Minimum $2,000)

I/We whose full name(s) and address appear above hereby apply for the number of New Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus.

Cheque Details:

eque Details:
PLEASE ENTER CHEQUE DETAILS	Drawer	Bank	BSB or Branch	Amount

My/Our contact numbers in the case of inquiry are:

Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . .

Fax ( ) . . . . . . . . . . . . . . . . . . . . . . . . .

NOTE: Cheques should be made payable to "Robe Australia Limited Share Offer", crossed “NOT NEGOTIABLE” and forwarded to Computershare Investor Services Pty Limited, GPO Box 1326, Adelaide, SA, 5001 to arrive no later than 5:00pm AEST on 11 February 2013 .

Declaration

This Application Form does not need to be signed. By lodging this Application Form and a cheque for the application money this Applicant hereby:

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

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

• (3) I/We authorise the Company to complete and execute and documentation necessary to effect the issue of Securities to me/us. (4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Securities.

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

E & O.E.

2

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Application Form, please telephone the share registry on 1300 556 161. The Application Form must be received by the share registry no later than 5pm AEST on 11 February 2013.

A. Application for New Shares

The Application Form must only be completed in accordance with instructions included in the Prospectus.

• B. Name of Applicant

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registerable title. Applications using the incorrect form of registerable title may be rejected.

• C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registerable title.

D. Address

• Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify the Country after City/Town.

E. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

F. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the Applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

G. Cheque Details

Make cheques payable to “Robe Australia Limited – Share Offer” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

• H. Declaration

By completing the Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Application Form does not need to be signed.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not however, be treated as having offered to subscribe for more New Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application together with the application money to:

Robe Australia Limited – Priority Offer C/- Computershare Investor Services Pty Limited, GPO Box 1326, Adelaide, SA, 5001

==> picture [269 x 32] intentionally omitted <==

CORRECT FORMS OF REGISTRABLE TITLE

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

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
IndividualUse given namesin full,notinitials	MrJohn Alfred Smith	JASmith
Company Use the company’s full title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings Usefulland completenames	Mr Peter Robert Williams & MsLouise Susan Williams	Peter Robert & Louise SWilliams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or JohnSmith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith

3

Partnerships Use the partner’s personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith A/C>	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

4

GENERAL APPLICATION FORM

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

ROBE AUSTRALIA LIMITED

ABN 50 007 870 760

REGISTERED OFFICE : c/o Salmon Giles Pty Ltd, Level 2, 409 St Kilda Road, Melbourne VIC 3004 SHARE REGISTRY : Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street ADELAIDE S.A 5000 GPO Box 1326, Adelaide, SA, 5001 Telephone: 1300 556 161 or (08) 8236 2300 Facsimile: 1300 534 987 (within Australia) or +61 3 9473 2408 (outside Australia)

APPLICANT’S DETAILS:

Full name (PLEASE PRINT)

Title, Given Name(s) & Surname or Company Name

==> picture [529 x 229] intentionally omitted <==

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

Joint Applicant #2 or
Joint Applicant #3 or
Postal Address (PLEASE PRINT)
Street Number Street
Suburb/Town State Post Code
ABN, Tax File Number or Exemption Applicant #2 Applicant #3
----- End of picture text -----

CHESS HIN or Existing SRN (where applicable)

Number of New Shares applied for ( Minimum Application money enclosed at 20 cents per New 10,000 and thereafter in multiples of 1,000 ) Share ( Minimum $2,000) A$……………………………

I/We whose full name(s) and address appear above hereby apply for the number of New Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus.

Cheque Details:

PLEASE ENTER Drawer CHEQUE DETAILS THANKYOU My/Our contact numbers in the case of inquiry are: Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . .	Drawer	Bank	BSB or Branch	Amount
		Fax ( ) . . . . . . . . . . .		. . . . . . . . . . . . . .

My/Our contact numbers in the case of inquiry are:

Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . .

NOTE: Cheques should be made payable to “Robe Australia Limited Share Offer”, crossed “NOT NEGOTIABLE” and forwarded to Computershare Investor Services Pty Limited, GPO Box 1326, Adelaide, SA, 5001 to arrive no later than 5:00pm AEST on 18 February 2013 .

1

Declaration

This Application Form does not need to be signed. By lodging this Application Form and a cheque for the application money this Applicant hereby:

This Application Form does not need to be signed. By lodging this Application Form and a cheque for the application money this Applicant hereby:

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

• (2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company. (3) I/We authorise the Company to complete and execute and documentation necessary to effect the issue of Securities to me/us. (4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Securities.

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

• (6) applies for the number of New Shares specified in the Application Form (minimum 10,000 New Shares) or such lesser number as may be allocated by the Directors and the attached New Options; and

• (7) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions. E & O.E.

2

INSTRUCTIONS TO APPLICANTS

Please post or deliver the completed Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Application Form, please telephone the share registry on 1300 556 161. The Application Form must be received by the share registry no later than 5pm AEST on 18 February 2013.

A. Application for New Shares

The Application Form must only be completed in accordance with instructions included in the Prospectus.

• B. Name of Applicant

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registerable title. Applications using the incorrect form of registerable title may be rejected.

• C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registerable title.

• D. Address

• Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify the Country after City/Town.

E. Contact Details

• Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

F. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the Applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

G. Cheque Details

Make cheques payable to “Robe Australia Limited – General Offer Issue” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

• H. Declaration

By completing the Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Application Form does not need to be signed.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not however, be treated as having offered to subscribe for more New Shares than is indicated by the amount of the accompanying cheque.

Forward your completed application together with the application money to:

Robe Australia Limited – General Offer C/- Computershare Investor Services Pty Limited, GPO Box 1326, Adelaide, SA, 5001

==> picture [270 x 33] intentionally omitted <==

CORRECT FORMS OF REGISTRABLE TITLE

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

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
IndividualUse given namesin full,notinitials	MrJohn Alfred Smith	JASmith
Company Use the company’s full title, not abbreviations	ABC Pty Ltd	ABC P/L or ABC Co
Joint Holdings Usefulland completenames	Mr Peter Robert Williams & MsLouise Susan Williams	Peter Robert & Louise SWilliams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or JohnSmith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith

3

Partnerships Use the partner’s personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith A/C>	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

4