GORILLA GOLD MINES LTD - Share Issue/Capital Change 2009

MINTAILS LIMITED

(ABN 45 008 740 672)

PROSPECTUS

For a placement offer of up to 169,003,466 shares at an issue price of 4.5 cents ($0.045) each to raise up to $7,605,156 before the costs of the offer.

This document is important and should be read in its entirety

If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay.

This Prospectus is dated 30 July 2009. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission ("ASIC") on the same date.

Neither the ASIC nor ASX Limited ("ASX") nor their respective officers take any responsibility as to the contents of this Prospectus.

The securities offered under this Prospectus are considered speculative

CORPORATE DIRECTORY

Directors

Mr Patrick Smyth (Non Executive Chairman, Director)

Mr Diederik van der Walt (Executive Director and Group Chief Executive) Mr Dirk (Basie) Maree (Executive Director and Group Executive - Operations) Mr Peter Worland (Non-Executive Director)

Mr Frederick G Beaumont QC (Non-Executive Director) Mr Peter Chapman (Non Executive Director) Mr Charles Scorer (Non Executive Director)

Secretaries

Mr Phillip Hains Ms Terri Bakos

Registered Office

Suite 1 1233 High Street Armadale, Victoria, 3143

Administration Telephone +61 3 9824 5254 Head Office Facsimile +61 3 9822 7735

Share Registry

Security Transfer Registrars Pty Limited 770 Canning Highway Applecross, Western Australia, 6153

Details of the Company’s Share Registry are included for information only.

PROPOSED TIMETABLE

Lodgement of Prospectus	30 July 2009
Closing date	18 September 2009
Securities issued	23 September 2009

The above dates are indicative only and may change without notice. The Company reserves the right to close the Offer early or to extend the closing and issue dates without notice.

No securities will be issued on the basis of this Prospectus after 29 August 2010, being the expiry date of this Prospectus.

1.	The Offer .............................................................................................................................................. 3
2.	Purpose of the offer .............................................................................................................................. 3
3.	Effect of the Offer on Mintails ................................................................................................................ 3
4.	Effect on the Capital Structure of Mintails .............................................................................................. 4
5.	Application Instructions ......................................................................................................................... 5
6.	Continuous Disclosure Obligations ........................................................................................................ 5
7.	ASX Announcements ............................................................................................................................ 6
8.	Terms of Securities Offered................................................................................................................... 8
9.	Directors’ Interests ................................................................................................................................ 8
10.	Costs of the Issue .............................................................................................................................. 9
11.	Taxation ............................................................................................................................................ 9
12.	Privacy .............................................................................................................................................. 9
13.	Electronic Prospectus .......................................................................................................................10
14.	Enquiries ..........................................................................................................................................10

1. The Offer

Mintails Limited (“the Company” or “Mintails”) has issued this Prospectus in connection with a placement offer of up to 169,003,466 fully paid ordinary shares in the capital of the Company ("Shares") at an issue price of 4.5 cents ($0.045) per Share to raise up to $7,605,156 ("the Offer").

The Company will issue invitations to specified recipients ("Placees") to apply for a specified number of Shares under the Offer. Personalised application forms will be sent to Placees with a copy of this Prospectus. Only recipients of personalised application forms may accept the Offer. The Offer is not an offer to the general public.

The Offer can only be accepted by returning a completed personalised application form.

The Offer, invitations to apply for Shares under the Offer, the acceptance of applications, and the issue of Shares in response to accepted applications, are all subject to the Company obtaining shareholder approval to issue the Shares. The Company will seek approval to issue the Shares at a general meeting on 4 September 2009. The Company released a copy of the notice of the general meeting, and the accompanying information memorandum, to ASX as an announcement on 30 July 2009. Copies are also be able to be downloaded from the Company's web site at www.mintails.com

The Company will, within seven days of the date of this Prospectus, apply to ASX for admission of the Shares to official quotation.

2. Purpose of the offer

The funds raised by the Offer, with existing funds and after payment of the costs of the Offer, will be applied:

(a) to the Company's West Rand slime processing circuit;
(b) as provision against the Company's anticipated obligations with respect to rehabilitation requirements across its project leases; and
(c) to further development of the business case with respect to the East Rand Gold (ERGO) Mining project.

3. Effect of the Offer on Mintails

The effect of the Offer on Mintails will be to:

increase the funds available to be applied towards the activities described in section 2; and
alter the capital structure of Mintails as described in section 4.
4 -

4. Effect on the Capital Structure of Mintails

At the date of this Prospectus, the Company has 695,179,652 fully paid ordinary Shares on issue.

The Company has previously announced that it has received commitments for placements of:

(a) 103,000,000 fully paid ordinary Shares at 4.5 cents ($0.045) per Share (which are anticipated to be issued on or about 31 July 2009) ("First Tranche Placement Shares"); and
(b) 60,996,534 fully paid ordinary Shares at 4.5 cents ($0.045) per Share, the issue of which is subject to shareholder approval ("Second Tranche Placement Shares"), which approval will be sought at the same time as seeking shareholder approval to issue Shares pursuant to this Prospectus.

The table below sets out the existing issued Shares and un-exercised options of the Company as at the date of this Prospectus, and the effect on the Company's capital structure of issuing the Shares offered under this Prospectus (assuming the Offer is fully subscribed) together with issuing the First and Second Tranche Placement Shares.

*Number*	*Description*	$
695,179,652	Existingissued ordinaryShares	235,142,521
103,000,000	First Tranche Placement Shares	4,635,000
60,996,534	Second Tranche Placement Shares	2,744,844
169,003,466	Shares offered under this Prospectus	7,605,156
	Anticipated costs of the Placements and Offer	(515,000)
1,028,179,652	TOTAL	249,612,521

OPTIONS

Number of options	Expiry date	Exercise price	ASX code
*Existing issued options:*
5,000,000	31 March 2011	$0.20	MLIAO
13,000,000	31 March 2011	$0.25	MLIAQ
2,000,000	15 September 2009	$ 0.30	MLIAS
7,500,000	15 September 2009	$ 0.50	MLIAU
6,000,000	31 March 2011	$ 0.30	MLIAW
1,000,000	12 January2010	$ 0.35	MLIAY
10,000,000	31 March 2011	$ 0.40	MLIAI
11,500,000	30 November 2012	$ 0.80	MLIAZ
2,500,000	1 August 2012	$ 0.61	MLIAA
14,394,000	17 December 2010	$ 0.40	MLIAB
188,000	17 December 2010	$ 0.52	MLIAC
594,000	17 December 2010	$ 0.81	MLIAD
200,000	12 March 2011	$0.40	MLIAE
5,000,000	23 April 2013	$0.55	MLIAF
50,000	30 June 2011	$0.40	MLIAK
1,000,000	26 August 2013	$0.30	MLIAM
79,926,000	*Total existing issued options*

5. Application Instructions

All applications by Placees must be made on the personalised application form which accompanies this Prospectus. Instructions for completing and returning the application form are set out on the form.

The completed application form together with a cheque or money order for the application amount must be returned to:

Mintails Ltd Suite 1, 1233 High Street Armadale, Victoria, 3143 Attention: The Secretary

to be received by no later than 5:00pm (Melbourne time) 18 September 2009, or such other date as the Company may specify. The Company accepts no responsibility for delayed or misdelivered Application Forms.

The amount payable is calculated by multiplying the number of Shares applied for by 0.45 cents ($0.0045).

Cheques must be payable in Australian dollars, drawn on an Australian branch of an Australian bank.

Payment by bank transfer or direct debit will only be accepted by prior arrangement with the Company.

The allotment of Shares to Placees who accept the Offer will occur as soon as practicable after the offer closes. Thereafter, statements of shareholding will be despatched. It is the responsibility of applicants to determine their allocation prior to trading in Shares. Applicants trading Shares before they receive their statements of shareholding will do so at their own risk. The Company may reject an application where payment of the application monies is not received or a cheque is not honoured, or accept the application and recover outstanding application monies from the applicant.

Subject to the requirements of the Corporations Act and the Listing Rules, the Company also reserves the right to place Shares up to the maximum number referred to in this Prospectus after the closing date.

Brokerage or commissions of not more than 6% of the issue price payable for shares may be paid to brokers and other Australian Financial Services licensees in respect of applications bearing the broker's or licensee's stamp, subject to prior arrangements having been made between the Company and the applicable broker or licensee. The Company will have no liability to any broker or licensee in the absence of prior written agreement to pay brokerage or commissions.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Persons resident in countries outside Australia should consult their professional advisers as to whether any governmental or other consents are required or whether formalities need to be observed to enable them to acquire Shares. Return of a duly completed Application Form or payment will be taken by the Company to constitute a representation that there has been no breach of such requirements.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Prospectus. Because of this, recipients of this Prospectus should have regard to their own objectives, financial situation and needs.

Recipients should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to accept the Offer, or to acquire Shares or other securities of the Company.

6. Continuous Disclosure Obligations

This Prospectus is issued by the Company in accordance with the provisions of the Corporations Act applicable to a prospectus for continuously quoted securities.

Section 713 of the Corporations Act enables a company to issue a special prospectus where the securities or options offered to acquire securities under that prospectus are continuously quoted securities within the meaning of the Corporations Act. This generally means that the relevant securities are in a class of securities that were quoted enhanced disclosure securities at all times during the 12 months before the date of the

prospectus and, as such, the issuing company was subject to the continuous disclosure regime provided for under the Corporations Act and the Listing Rules of ASX.

In summary, special prospectuses are required to contain information in relation to the effect of the offer of securities on the company, and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the date of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

As a disclosing entity under the Corporations Act, Mintails is subject to regular reporting and disclosure obligations. Copies of documents lodged with the ASIC in relation to Mintails may be obtained from, or inspected at, an office of the ASIC.

Any person may request, and the Company will provide free of charge, a copy of each of the following documents during the application period of this Prospectus:

(i) the financial statements of the Company for the financial year ended 30 June 2008, being the most recent annual financial report of the Company lodged with the ASIC before the lodgement of this Prospectus with ASIC;
(ii) the half yearly financial report of the Company for the period ending 31 December 2008 lodged with ASIC on or about 16 March 2009;
(iii) any continuous disclosure notices given by the Company since the lodgement of the annual financial report referred to in (i) above and before lodgement of this Prospectus. Continuous disclosure notices given by the Company since the lodgement of the annual financial report to the date of this Prospectus are listed in Section 7 of this Prospectus.

7. ASX Announcements

The following announcements (continuous disclosure notices) have been made by the Company to ASX since 27 October 2008 being the date of lodgement of the 2008 annual financial report incorporating the Company’s annual financial statements for the year ended 30 June 2008.

Date	Headline
30/07/2009	Notice of General Meeting/ProxyForm
29/07/2009	QuarterlyActivities and Cashflow Report
22/07/2009	Clarification of Placement
22/07/2009	Rejection of DRD Offer and New Placement
17/07/2009	Ceasingto be a substantial holder
02/07/2009	CompanyUpdate
30/06/2009	Reinstatement to Official Quotation
30/06/2009	CompanyUpdate
26/06/2009	Suspension from Official Quotation
24/06/2009	TradingHalt
30/04/2009	QuarterlyActivities Report
27/04/2009	Investor Update
27/04/2009	Conceptual Target

Date Headline 22/04/2009 Change of Directors Interest Notice - FGB 21/04/2009 Company Update 20/04/2009 Quarterly Cashflow Report - 3rd Quarter 20/04/2009 Appointment of Chairman 20/03/2009 Initial Directors Interest Notice 20/03/2009 Change of Registered Office 20/03/2009 Initial Directors Interest Notice 20/03/2009 Initial Directors Interest Notice 17/03/2009 Final Directors Interest Notice 17/03/2009 Final Directors Interest Notice 16/03/2009 Board Restructure and New Direction 16/03/2009 Half Yearly Report and Accounts 10/03/2009 Mintails Overview - March 2009 09/03/2009 Becoming a substantial holder 06/03/2009 SandP Announces March SP/ASX Index Rebalance 02/03/2009 Shareholder Update - March 2009 16/02/2009 Appendix 3Z - LB 16/02/2009 Retirement of Director 11/02/2009 Appendix 3Y - BJF 30/01/2009 Quarterly Report For The Period Ended 31 December 2008 27/01/2009 Ceasing to be a substantial holder 09/01/2009 Change of Director`s Interest Notice - BF 06/01/2009 Appendix 3Z - BS 06/01/2009 Resignation of a Non-Executive Director 05/01/2009 Change in substantial holding 05/01/2009 Appendix 3Y - BJF 19/12/2008 Change in substantial holding 17/12/2008 Appendix 3Y - BJF 12/12/2008 Change in substantial holding 12/12/2008 Appendix 3Y - BJF 12/12/2008 Appendix 3Y - RR 12/12/2008 Appendix 3Y - PC 09/12/2008 Reinstatement to Official Quotation 09/12/2008 Agreement Reached on Elsburg Gold Mining J.V. Project 05/12/2008 Change in substantial holding 27/11/2008 Results of Annual General Meeting 24/11/2008 Ceasing to be a substantial holder 19/11/2008 Becoming a substantial holder 17/11/2008 Ceasing to be a substantial holder 31/10/2008 Quarterly Report For The Period Ended 30 September 2008 27/10/2008 Notice of 2008 Annual General Meeting 27/10/2008 2008 Annual Report

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

The Company may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website, www.asx.com.au, and will also be made available on the Company's web site, www.mintails.com. Copies of announcements can also be obtained from the Company upon request. Prospective investors are advised to refer to ASX’s website or the Company’s website for updated releases about events or matters affecting Mintails.

In making statements in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act 2001 and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

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

8. Terms of Securities Offered

The Shares will be fully paid ordinary shares in the capital of the Company, which will rank equally with, and will have the same voting and other rights as, the existing issued Shares of the Company. The rights attaching to the Company's Shares are set out in the Company's constitution, the Listing Rules of ASX and the Corporations Act. The Company's constitution has been lodged with ASIC. The constitution contains provisions common for public companies in Australia and is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. Any person may request a copy of the constitution during the application period of the Prospectus, which the Company will provide free of charge. The constitution is also available at the Company's web site, www.mintails.com.

9. Directors’ Interests

9.1 Securities

As at the date of this Prospectus, the Directors' direct and indirect interests in Shares and options of Mintails are as follows:

	*Director* Diederik van der Walt Dirk Maree Peter Chapman Frederick Beaumont Patrick Smyth Charles Scorer Peter Worland	*Shares* *Options* - 8,000,000 - 5,000,000 350,000 2,500,000 100,000 - 6,021,000 - 357,000 - 221,747 -

Except as disclosed in the Prospectus, no Director or proposed Director has, or has had within two years of lodgement of this Prospectus, any interest in

(a) the formation or promotion of the Company; or
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(c) the Offer.

9.2 Remuneration

Directors are entitled to receive directors’ fees and other remuneration (which may include consulting fees) from the Company in relation to services provided to the Company. Details of the remuneration paid to Directors to 30 June 2008 are set out in the financial statements of the Company for the financial year ended

30 June 2008 referred to in Section 6 of this Prospectus. The totals received by or payable to current Directors as fees and executive service remuneration in the past two years August 2007 to July 2009) are:

*Two years to July 2009*	*Two years to July 2009*
*Director* Diederik van der Walt Dirk Maree Peter Chapman Charles Scorer Frederick Beaumont Patrick Smyth Peter Worland	*Director's* *Fees* $ *Share Based* *Payment* Remuneration* $ *Other* *Remuneration* $ 928,165 1,415,150 - 837,322 837,322 - 160,008 216,102 - 76,671 - 30,000 - - 30,000 - - 30,000 - 26,249

*Share based payment remuneration was calculated using a Black-Scholes valuation on options issued to Directors from 24 July 2007 to 23 April 2008 when the Company’s share price was in the range of $0.55 to $0.75. If a Black-Scholes option valuation were to be performed using the Company's current share price, the value would be significantly lower.

Except as disclosed in this Prospectus, no person has paid or agreed to pay any amount to any Director or has given or agreed to give any benefit to any Director, to induce the Director to become, or to qualify as, a Director of the Company or otherwise for services rendered by the Director in connection with the formation or promotion of the Company or the offers.

10. Costs of the Issue

The estimated costs of the Offer are:

Commissions and brokerage Listing fees, legal, printing, postage and dispatchcosts*	$ 456,300 58,700
Total	515,000

* includes listing fees and issue costs for First and Second Tranche Placement Shares

11. Taxation

Recipients of the Offer should seek and obtain their own taxation advice before applying for Shares so that they may first satisfy themselves of any taxation implications associated with acquiring Shares.

12. Privacy

Personal information is collected on the application forms by the Company and its Share Registrar for maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Applications might not be processed efficiently, or at all, if the information requested is not provided. Personal information about applicants may be disclosed to external service providers such as print or mail service providers as required or permitted by law. An applicant who would like details of their personal information held by the Company or its Share Registrar, or who would like to correct information that is incorrect or out of date, should contact the Share Registrar's Privacy Officer at the address shown in the Corporate Directory. In accordance with the Corporations Act, applicants may be sent material (including marketing material) in addition to general corporate communications. Applicants may elect not to receive marketing material by contacting the Share Registrar's Privacy Officer. Applicants can also request access to, or corrections of, personal information held by the Company by writing to the Company.

10 -

13. Electronic Prospectus

This Prospectus is available in electronic format via www.mintails.com. Offers constituted by this Prospectus in electronic form (if any) are only available to eligible persons receiving this Prospectus in electronic form within Australia. Persons having received this Prospectus in electronic form may, during the offer period, obtain a paper copy of this Prospectus (free of charge) by telephoning (03) 9824 5254. Applications for Shares may only be made on the application form which accompanied or was attached to a copy of this Prospectus in its paper copy form or a print out of the form which formed part of or was accompanied by the complete and unaltered electronic version of this Prospectus. The Corporations Act prohibits any person from passing on to another person an application form unless it is attached to or accompanied by a hard copy of this Prospectus or by the complete and unaltered electronic version of this Prospectus.

14. Enquiries

Any questions concerning the Offer should be directed to Mr Phillip Hains or Ms Terri Bakos of Mintails Limited on (03) 9824 5254.

Directors’ Responsibility Statement

The Directors of the Company have authorised the lodgement of this Prospectus with the ASIC.

==> picture [127 x 41] intentionally omitted <==

Diederik van der Walt

Executive Director and Group Chief Executive

11 -

MINTAILS LIMITED

(ABN 45 008 740 672) (“the Company”)

APPLICATION FORM

To meet the requirements of the Corporations Act 2001, this Application Form must not be handed on unless attached to or accompanied by the Company’s Prospectus dated 30 July 2009.

[ PERSONALISATION DETAILS] [NAME AND ADDRESS]

The above named applicant applies for the number of Shares set out in the panel below at the issue price of $0.045 (4.5 cents) per Share, and lodges as payment in full the application monies in the amount set out in the panel below

==> picture [518 x 321] intentionally omitted <==

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

Number of Shares Issue Price Application Monies
$0.045 per Share $
Account name
Designated Account Name (if not as shown above)
PLEASE USE BLOCK LETTERS
Postal Address Details (if not as shown above)
Number and Street
Suburb, City or Town State Postcode
Communication Details
Telephone Facsimile Email address
Tax File Number/Exemption Details (optional)
Applicant 1 Applicant 2 Applicant 3
CHESS Participant
HIN (Holder Identification Number) PID (participant (Your Broker) Identification Number)
Cheque Details
Drawer Bank/branch Amount of Cheque ($)
----- End of picture text -----

CHEQUE(S) TO BE MADE PAYABLE TO: “MINTAILS LIMITED – Trust Account” and crossed “Not Negotiable”.

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

You must read the Prospectus and the second page or reverse of this form carefully before completing this application form. By lodging this application form, the applicant named above declares that this application is completed and lodged according to the Prospectus and declares that all details and statements made by the applicant (including the declaration on the second page or reverse of this form) are complete and accurate.

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

I/We agree to be bound by the constitution of Mintails Limited and agree to the issue to me/us of any number of Shares equal to or less than the number of Shares indicated in Section A above.

This form is not required to be signed

APPLICATION FORMS MUST BE RECEIVED BY NO LATER THAN 5.00 pm MELBOURNE TIME ON 18 SEPTEMBER 2009 OR AS OTHERWISE ADVISED BY MINTAILS LIMITED

12 -

DECLARATIONS AND STATEMENTS

The applicant named on the first page or front of this application form ("the Applicant") agrees to be bound by the constitution of Mintails Ltd (as amended from time to time).
All details and statements made by the Applicant us on this application form are complete and accurate and this application complies with the terms of this Prospectus.
The Applicant represents that it is not, as a result of the law of any place, a person to whom this Prospectus should not be given and acknowledges that:
a. Mintails Limited and its subsidiaries do not guarantee the obligations or performance of the Company or any subsidiary or the capital value of the Company or any subsidiary.
b. The Applicant's investment in Mintails Limited is not a deposit with or any other type of liability of Mintails Limited and its subsidiaries; and
c. The Applicant's investment in Mintails Limited is subject to investment risks.
The Applicant represents and warrants that it is over the age of 18 (if a natural person) and not under any legal disability.
The Applicant represents and warrants that:
a. It is not in the United States of America and not acting for the account or benefit of any person within the United States of America; and
b. The law of any other place does not prohibit it from being given the Prospectus, or making an application on this Application Form.
The Applicant understands that if it cannot make these representations and warranties, or the Company cannot rely on the representations and warranties, the Applicant it may not use this application form to apply for Shares.

TREATMENT OF APPLICATIONS

The return of an application form with payment will constitute an application by the Applicant to be issued Shares in Mintails Limited.
If the application form is not completed correctly, or if the payment is for the wrong amount, it may still be treated as valid. The decision by Mintails Limited as to whether to treat an application as valid, and how to construe, amend or complete it, will be final.
Mintails Limited reserves the right to reject applications that are accompanied by cheque(s) that are dishonoured, or have not been cleared by the closing date of the Offer, or alternatively accept such application and sue for the outstanding monies.
The decision by Mintails Limited on the number of Shares to be allocated to applicants will be final. Applicants will not, however, be treated as having offered to purchase more Shares than is indicated in the application form.
Mintails Limited reserves the right to aggregate or reject applications, which appear to be multiple applications by the same party.
Mintails Limited reserves the right to reject any application or to allocate to any person fewer Shares than applied for by that person. If the number of Shares allocated is fewer than the number applied for, surplus application monies will be refunded following the closing date of the Offer. Interest will not be paid on the application monies returned.

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

PAYMENT

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

Payment for the Shares must be made in full at the issue price of $0.045 (4.5 cents) per share.

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

Mintails Limited Suite 1 1233 High Street Armadale Vic 3143 (Attention: Mr Phillip Hains)

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [4 x 4] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

==> picture [4 x 5] intentionally omitted <==

==> picture [5 x 5] intentionally omitted <==

Ph: +61(3) 9824 5254 Fax +61(3) 9822 7735

Cheques to be made payable to “Mintails Limited – Trust Account” and crossed “Not Negotiable”.

Completed Application Forms must reach the Company by not later than 5.00 pm on the Closing Date, 18 September 2009 (which date may change without notice).

AI assistant

GORILLA GOLD MINES LTD — Share Issue/Capital Change 2009

64983_rns_2009-07-29_6ed1010a-7d49-482f-8c00-8d55167cd7b2.pdf

MINTAILS LIMITED

PROSPECTUS

This document is important and should be read in its entirety

The securities offered under this Prospectus are considered speculative

CORPORATE DIRECTORY

Directors

Secretaries

Registered Office

Share Registry

PROPOSED TIMETABLE

CONTENTS

1. The Offer

2. Purpose of the offer

3. Effect of the Offer on Mintails

4. Effect on the Capital Structure of Mintails

SHARES

OPTIONS

5. Application Instructions

6. Continuous Disclosure Obligations

7. ASX Announcements

8. Terms of Securities Offered

9. Directors’ Interests

9.1 Securities

9.2 Remuneration

10. Costs of the Issue

11. Taxation

12. Privacy

13. Electronic Prospectus

14. Enquiries

Directors’ Responsibility Statement

Diederik van der Walt

MINTAILS LIMITED

(ABN 45 008 740 672) (“the Company”)

APPLICATION FORM

This form is not required to be signed

DECLARATIONS AND STATEMENTS

TREATMENT OF APPLICATIONS

PAYMENT

More from GORILLA GOLD MINES LTD

GORILLA GOLD MINES LTD Share Issue/Capital Change 2009