MIDAS RESOURCES LIMITED ABN 87 095 092 158

PROSPECTUS

For a renounceable pro rata offer to Eligible Shareholders of approximately 173,306,075 New Shares at an issue price of \$0.018 per share on the basis of eight New Shares for every fifteen Existing Shares held, to raise up to approximately \$3,119,509 before issue costs

Underwriter and Lead Manager Patersons Securities Limited ACN 008 896 311

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered speculative.

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

1	Investment Highlights3
2	Corporate Directory6
3	Letter7 Chairman's
4	Details of the Offer8
5	Purpose and Effect of the issue13
6	Actions Required by Eligible Shareholders16
7	19 Overview of Western Australian Projects
8	Rights and Liabilities Attaching to New Securities29
9	Risk Factors31
10	34 Additional Information
11	Glossary41
Application	Form

SUMMARY OF IMPORTANT DATES

Lodgement Date	9 September 2011
Rights Trading Commences	19 September 2011
Record date to determine Entitlement	23 September 2011
Prospectus with Application Form dispatched	27 September 2011
Closing date for acceptances	12 October 2011
Determine shortfall	14 October 2011
Despatch new shareholding statements	20 October 2011
Trading of New Shares expected to commence	21 October 2011

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and Corporations Act.

1 INVESTMENT HIGHLIGHTS

The Company is focussed on the expansion of its gold resources in the Lake Carey and Leonora areas through an aggressive exploration and acquisition program.
Scoping level mining studies are planned in order to determine if current gold resources are adequate for a stand-alone mining and treatment project, or alternatively, what additional resources might be required to achieve that goal.
Midas has a 100% interest in the Lake Carey Gold Project including the 356,000 ounce Fortitude gold deposit and the Company has a pipeline of exploration targets ready for drill testing. The objective is to continue to increase the resource-base for the Lake Carey Project to a level that will support a stand-alone mining operation.
In the Leonora area Midas has recently announced a maiden 50,000 ounce JORC compliant Inferred gold resource estimate for Prospero at the Sunset Well Project. The Company believes that there is potential to increase and upgrade this resource by infill and extensional drilling. The Company plans to carry out suitable investigations to determine if the deposit is amenable to mining and toll treatment, and further decisions concerning this Project will be guided by those results.
In the Leonora South area the Company is building a significant tenement holding and it has commenced drill testing of various gold targets. The Company recently announced some initial drilling results at the Reach prospect, while new drill targets are being prepared for drilling at George Bore and Bluebell. This is an important gold producing district with excellent infrastructure to support mining operations.
At the Pilbara West iron ore project Midas has announced a maiden channel iron ore deposit ("CID") resource of 11.5Mt at 53% Fe. A scoping level study has provided useful information on the size of operation and infrastructure requirements for a worthwhile project. The Company is currently targeting additional CID resources in the area and is seeking to increase the resource base through either exploration or acquisition.
In the Paterson Province, Western Australia, Midas has four Exploration Licences under application. The ground is considered highly prospective for base metals, gold and uranium and it is along strike from the Nifty copper mine and Encounter Resources' BM-1 copper project. This is an exciting project with the potential for significant value creation and the Company plans an active exploration program once tenements are granted. As a precursor to the granting of these tenements it is necessary to conclude access and heritage agreements with the Native Title Stakeholders for this region and this process is underway.

RISK FACTORS

Potential investors should consider that an investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus. Some of the key risks associated with an investment in the Company are summarised in the following table. This list of risks is not exhaustive. Full details of the risks tabled below and other risk factors are set out in section 9 of this Prospectus. The occurrence of any of the risks or events outlined below could have a materially adverse effect on the Company's operations and, in turn, the price at which its Shares trade on ASX.

Risk Area	Risks	Section Reference
Future Capital Requirements	The Company's activities will require substantial expenditures. There can be no guarantees that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Shareholders and any debt financing if available may involve restrictive covenants, which limit the Company's operations and business strategy.	9.10
	The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.
Mineral Resource Estimates	Resource estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made. Despite employing qualified professionals to prepare resource estimates, such estimates may nevertheless prove to be inaccurate. Furthermore, resource estimates may change over time as new information becomes available. Should the company encounter mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company's operations.	9.13
Market Conditions	The market price of New Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.	9.3
General Risks	Economic risks, commodity price, reliance on key personnel, market conditions, general resource sector risks, regulatory risk and other risks exist in relation to an investment in the Company.	9.1

IMPORTANT NOTES

This Prospectus is dated 9 September 2011 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus. No Securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Company will apply to ASX for the Securities to be granted quotation on ASX.

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. Refer to section 4.11 for treatment of overseas shareholders. Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

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

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

This Prospectus including each of the documents attached to it and which form part of this Prospectus is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser.

In particular, it is important that you consider the risk factors (see section 9 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Some words and expressions used in this Prospectus have defined meanings which are explained in section 11.

ELECTRONIC PROSPECTUS

A copy of the Prospectus can be downloaded from the website of the Company at www.midasresources.com.au, or the website of the ASX. Any person accessing the electronic version of the Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person the Application Form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of the Prospectus. Any person may obtain a hard copy of the Prospectus free of charge by contacting the Company.

2 CORPORATE DIRECTORY

Directors Mr John Hopkins (Chairman, Director)

Mr Geoff Balfe (Executive Director, Managing Director)

Mr Terry Streeter (Director)

Company Secretary

Mr Mark Pitts

Auditors

KPMG* 235 St Georges Terrace Perth WA 6000

Registered Office

Level 1 282 Rokeby Road Subiaco WA 6008

Telephone: (08) 9388 2211 Facsimile: (08) 9388 2600

ASX Code: MDS ABN: 87 095 092 158

Share Registry

Advanced Share Registry Services* 150 Stirling Highway Nedlands WA 6009

Telephone: (08) 9389 8033

Solicitors Allion Legal Level 2, 50 Kings Park Road West Perth WA 6005

Underwriter and Lead Manager Patersons Securities Limited Level 23, 2 The Esplanade Perth WA 6000

Web Address www.midasresources.com.au

*This entity has not been involved in the preparation of this Prospectus and has not consented to being named in the Prospectus. Its name is included for information purposes only.

3 CHAIRMAN'S LETTER

Dear Shareholder

As a Shareholder in Midas Resources Limited (" pleased to invite you to participate in a funds (before costs) on the basis of the issue of Share for every fifteen Existing Shares held. The funds raised will be used by the Company primarily to evaluate and test exploration team in the Leonora and Lake Carey areas Expenditure on the Paterson Project will focus on project generation until tenements a and drilling can commence. This is not expected before 2012. underwritten by the Company's Lead Manager, Paterson Securities Limited incorporated a 'top up' facility whereby Eligible Shareholders may Shares in excess of their Entitlement at the same price. Midas", or the "Company") your Directors are renounceable Rights Issue to raise up to \$3.12 eight New Shares at a price of a range of quality gold targets identified by its experienced areas, and to provide working capital. The Rights Issue is and the Company has apply for additional New million in \$0.018 per New , are granted fully

In the last 12 months Midas has Company is committed to exploring these assets and building a gold business. continues to focus on a value-Eastern Goldfields, and has held talks enhancing and consolidating its strategic position Laverton Tectonic Zone. The objective is to build a stand that could also serve as a commercial toll treatment plant. projects in the Pilbara in 2010 mineral-rich Paterson Province in Western Australia. been successful in expanding its gold tenement holdings and the -driven outcome for its advanced Lake Carey gold project in the with a number of other parties in the region with a view to in the southern part of the highly prospective stand-alone mining and treatment operation The Company diversified into iron ore and also has approximately 1,100 km² under application in the rich considers that it is well placed for both short term and The Company alone potential to

As a result of these initiatives, Midas longer term growth that will be driven by exploration success on its core projects at Lake Carey, Leonora and the Paterson Province. deliver big, valuable "Company making" projects Asia. The Fortitude gold project at Lake Carey is an advanced project and the Company continues to vigorously evaluate options for its development on acceptable term strategic position in the prospective Laverton Tectonic Zone. The Paterson project is considered to have the er driven by the strong demand for commodities in terms, and to consolidate its

An aggressive exploration program is planned tenements are granted. Scoping level studies are required on a number of the proj and this could lead to a decision to commence final feasibility studies ahead of a development decision at Lake Carey. These gold the tenements are set out in this n throughout 2011/2012 now that most of the . projects require funding in 2011/2012. Details of the status of Prospectus and in the Company's 2010 Annual Report. s, projects as well .

Your support of this fundraising is important. The proceeds of the Rights Issue will enhance the future of the Company. On behalf of the Board, I invite you to consider the contents of this Prospectus carefully and to consult with your financial advisor and encourage you to participate in the Rights Issue. The Directors have indicated that they will the full amount of their entitlement o participate in the Rights Issue entitlements. for

Yours faithfully,

John Hopkins Chairman

4 DETAILS OF THE OFFER

4.1 The Issue

A renounceable pro rata entitlements issue to Eligible Shareholders of approximately 173,306,075 New Shares (assuming no Options are exercised before the Record Date) on the basis of eight New Shares for every fifteen Existing Shares held as at the Record Date at an issue price of \$0.018 each to raise approximately \$3.12 million before issue costs.

The Company currently has 324,948,892 Existing Shares on issue and has granted 48,126,293 listed Options, all of which are currently eligible for conversion ("Eligible Options"). To be entitled to participate in the Rights Issue, the holders of the Eligible Options must first exercise their Options in accordance with the terms of those Options and must do so prior to the Record Date.

In the event that no Eligible Option holders exercise their Options prior to the Record Date, Shareholders holding the Existing Shares will be entitled to participate in the Rights Issue pursuant to this Prospectus, which will result in the issue of 173,306,075 New Shares and the amount raised will be \$3,119,509 (before Offer costs).

In the event that all Eligible Options are exercised prior to the Record Date, this Prospectus will also offer to those Shareholders a further 25,667,356 New Shares ("Conditional New Shares") to raise a further \$462,012 (before issue costs) which, if agreed by the Underwriter, may be subject to the Underwriting Agreement.

Issue of Shares	Capital Structure
Existing Shares	324,948,892
Issue of New Shares	173,306,075
Total (no Eligible Options exercised)	498,254,967

Issue of Shares on exercise of all Eligible Options1	48,126,293
Issue of Conditional New Shares	25,667,356
Total (all Eligible Options exercised)	572,048,616

The capital structure of the Company in each circumstance would be as follows:

Notes:

Assumes exercise of all listed Options exercisable at \$0.03 on or before 30 November 2012; unlisted options have not been included given the minimum exercise price is \$0.10 and minimal likelihood of conversion. For further details see section 5.4

4.2 No Minimum Subscription

There is no minimum subscription for the Offer.

4.3 Underwriting

The Issue is fully underwritten by Patersons Securities Limited. If Eligible Option holders exercise their Options prior to the Record Date, the additional amount may be subject to the Underwriting Agreement. A summary of the Underwriting Agreement is set out in section 10.2 of the Prospectus.

4.4 Entitlement to Rights Issue

Eligible Shareholders who are on the Company's Share Register at the close of business on the Record Date are eligible to participate in the Offer.

Fractional Entitlements will be rounded up to the nearest whole number of New Shares. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If the Company considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Entitlements.

An Application Form setting out your Entitlement to New Shares accompanies this Prospectus.

4.5 Acceptances

This Offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company to extend the Offer period or close the Offer early.

Instructions for accepting your Entitlement are set out in section 6 and on the Application Form which accompanies this Prospectus.

4.6 Rights Trading

The Rights to Securities are renounceable, which enables Shareholders who do not wish to take up some or all of their Entitlements to sell or otherwise transfer all or part of their Entitlement. Trading of Rights on the ASX is expected to commence on 19 September 2011 and end on 5 October 2011.

4.7 Applying for Additional New Securities

Eligible Shareholders may, in addition to their Entitlement, apply for additional New Shares regardless of the size of their present holding.

Entitlements not taken up may become available as Additional New Securities. It is possible, particularly if there is an active Rights trading market, that there will be few or no Additional New Securities available for issue. It is an express term of the Offer that applicants for Additional New Securities will be bound to accept a lesser number of Additional New Securities allocated to them than applied for. If a lesser number is allocated to them, excess application money will be refunded without interest. The Company and the Underwriter reserve the right to scale back any applications for Additional New Securities in their absolute discretion

4.8 Effect of the Offer on Control of the Company

As at the date of this Prospectus, the Underwriter does not beneficially hold any Shares in the Company. The Underwriter is not a related party as defined in section 228 of the Corporations Act.

The Underwriter has entered into various sub-underwriting agreements with sub-underwriters ("Sub-underwriters") and the Offer is fully sub-underwritten. In the event that Shareholders do not take up some or all of their Entitlements under the Offer, then a shortfall will result and the Sub-underwriters will be entitled to subscribe for the Shortfall Securities.

As the Offer is fully sub-underwritten, the Underwriter will not acquire voting power in the Company as the result of a shortfall. In the event that there is a 100% shortfall (i.e. no Shareholder applies for its Entitlement), then no Sub-underwriter will acquire voting power in the Company of more than 20%. It is a general rule under s606 of the Corporations Act that a person cannot acquire a relevant interest in issued voting shares in a company if because of the transaction in relation to securities, a person's voting power in the company increases from 20% or below to more than 20% (or from a starting point that is above 20% and below 90%). The latter does not apply as there is no shareholder with a current relevant interest above 20%.

There are exceptions to that prohibition, including an acquisition pursuant to a rights issue (if the conditions of item 10 of s611 of the Corporations Act are satisfied). That exception extends to any

underwriter to the issue or sub-underwriter. If the exception in item 10 of s611 is to be relied upon then s615 regarding appointment of nominee must be complied with, which includes a requirement for ASIC to approve the nominee.

As the Offer will not impact on the control of the Company and the exception under item 10 of s611 will not be relied upon, s615 does not apply and the Company is not intending to make an application under s615 of the Corporations Act.

4.9 Allotment and Application Money

New Shares will be issued only after all Application Money has been received and ASX has granted permission for the New Shares to be quoted. It is expected that the New Shares will be issued on 20 October 2011 and normal trading of the New Shares on ASX is expected to commence on 21 October 2011.

All Application Money received before New Shares are issued will be held in a special purpose account. After Application Money is refunded (if required) and New Shares are issued to Applicants, the balance of funds in the account plus accrued interest will be received by the Company.

Application will be made within seven days of the date of issue of this Prospectus for the New Shares to be granted Official Quotation by ASX. If such an application is not made within these seven days, or Official Quotation of the New Shares is not granted by ASX within three months of the date of this Prospectus, then the Company will not allot or issue any New Shares and all Application Money received pursuant to this Prospectus will be repaid as soon as practicable, without interest.

If the New Shares are not quoted by ASX within three months after the date of this Prospectus, the Company will refund all Application Money in full.

The fact that ASX may agree to grant Official Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. ASX takes no responsibility for the contents of this Prospectus.

4.10 Issue Outside Australia and New Zealand

This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. No action has been taken to register or qualify the Securities or the Issue or otherwise to permit an offering of the Securities in any jurisdiction outside Australia and New Zealand.

4.11 Treatment of Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand because of the small number of such Shareholders, and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Prospectus is sent to those Shareholders for information only.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any Securities.

Recipients may not send or otherwise distribute this Prospectus or the Application Form to any person outside Australia (other than to Eligible Shareholders).

The Company has appointed the Underwriter (or an associate of the Underwriter) as nominee to sell the Non-qualifying Foreign Shareholders' Rights. The Underwriter (or an associate) will only sell those Rights if there is a viable market in those Rights and a premium over the expenses of sale can be obtained.

Any such sale will be at a price and be conducted in a manner that the nominee will determine in its absolute discretion.

The proceeds of sale (in Australian dollars) will be distributed to the Non-qualifying Foreign Shareholders for whose benefits the Rights have been sold in proportion to their shareholdings as at the Record Date (after deducting the costs of the sale and the distribution of the proceeds), save that individual amounts of less than \$10 will be retained by Midas.

Neither the Company nor the nominee will be liable for any failure to sell the Rights or to sell the Rights at any particular price. If there is no viable market for the Rights of the Non-qualifying Foreign Shareholders, their Entitlement will be allowed to lapse and the relevant Securities will become Shortfall Shares, to be dealt with by the Underwriter in accordance with the Underwriting Agreement.

4.12 Market Prices of Existing Shares on ASX

The highest and lowest market sale price of the Existing Shares, which are on the same terms and conditions as the New Shares being offered under this Prospectus, during the three months immediately preceding the lodgement of this Prospectus with the ASIC, and the last market sale price on the date before the lodgement date of this Prospectus, are set out below.

	3 months high	3 month low	Last market sale price
Existing Shares	\$0.035 on 24 June 2011	\$0.021 on 8 August 2011	\$0.028 on 8 September 2011

4.13 Opening and Closing Dates

The Issue will open for receipt of acceptances on 27 September 2011 and will close on 12 October 2011, subject to the right of the Company to vary these dates.

4.14 CHESS

The Company participates in the Clearing House Electronic Sub-register System ("CHESS"). ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASTC Settlement Rules.

Under CHESS, applicants will not receive a certificate but will receive a statement of their holding of New Shares.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of New Shares issued under this Prospectus, provide details of your holder identification number and give the participation identification number of the sponsor.

If you are registered on the issuer sponsored sub register, your statement will be dispatched by the Company's share registrar and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders

may request a statement at any other time, however, a charge may be made for additional statements.

4.15 Rights and Liabilities attaching to the New Shares

The New Shares will rank equally in respect of dividends and in all other respects (e.g. voting, bonus issues) as Existing Shares.

A summary of the rights and liabilities attaching to the New Shares is set out in section 8.

4.16 Taxation Implications

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of the Company conducting the Rights Issue or Shareholders applying for New Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of Shareholders. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Shareholders in the Issue. Shareholders should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Issue.

4.17 Enquiries

Any questions concerning the Issue should be directed to Mr Mark Pitts, the Company Secretary, on (08) 9388 2211 (Midas) or (08) 9316 9100 (Endeavour Corporate).

Any queries regarding the Entitlement and Acceptance Form should be directed to the Share Registry on +61 8 9389 8033.

You can also contact your stockbroker or professional adviser with any queries in relation to the Offer.

5 PURPOSE AND EFFECT OF THE ISSUE

5.1 Purpose of the Issue

The purpose of the Issue is to raise up to approximately \$3.12 million before costs.

The Directors intend to apply the proceeds from the Issue (together with the Company's existing cash reserves) for exploration, drilling, evaluation, feasibility studies and for general working capital in accordance with the table set out below.

The table assumes that Entitlements are taken up in full and no Options are exercised before their expiry date.

Proceeds of the Issue	\$
Lake Carey Project	0.66 million
Leonora Gold Project	0.68 million
Drilling Contingency	0.30 million
Working Capital Requirement including discharge of Director loan of \$0.55 million incl interest. ("Director's Loan").	1.22 million
Costs of the Issue	0.26 million
ESTIMATED TOTAL	3.12 million

Actual expenditure incurred on the projects will depend on the results achieved. In the event that circumstances change or other opportunities arise the Directors reserve the right to vary the proposed use of funds to maximise benefits to Shareholders.

The Director's Loan relates to a \$0.5 million facility made available to the Company by Velsberry Pty Ltd, an entity controlled by Director, Terry Streeter. The facility was utilised by the company for working capital purposes. The loan was made on arms length terms and it will be entirely discharged by Mr Streeter accepting his entitlement.

5.2 Effect of the Issue and Pro Forma Statement of Financial Position

The effect of the Issue will be (assuming no Options are exercised and Entitlements are taken up in full) that:

(a) cash reserves will initially increase by up to approximately \$2.32 million (after discharge of a Director loan and issue costs); and
(b) the number of Shares on issue will increase from 324,948,892 up to 498,254,967.

5.3 Statement of Financial Position

Set out below is the Consolidated Statement of Financial Position of the Company as at 31 May 2011 (unaudited), and the Consolidated Pro-Forma Statement of Financial Position as at 31 May 2011 (unaudited) assuming Full Subscription on the basis of the assumptions detailed further. The significant accounting policies upon which the Statement of Financial Position and the Pro-Forma Statement of Financial Position are based are contained in the audited financial report for the 12 month period ended 30 June 2010.

	Consolidated Actual 31 May 2011 (unaudited) \$	Consolidated Pro-Forma Full Subscription 31 May 2011 (unaudited) \$
Current Assets
Cash and cash equivalents	846,574	2,656,863
Deposits	10,781	10,781
Trade and other receivables	40,364	40,364
Other financial assets	392,912	392,912
Total current assets	1,290,631	3,100,920
Non Current Assets
Other financial assets	2	2
Plant & equipment	65,527	65,527
Exploration and evaluation expenditure	10,947,241	11,132,275
Total non current assets	11,012,770	11,197,804
Total Assets	12,303,401	14,298,724
Current Liabilities
Trade and other payables	100,668	100,668
Interest bearing loans and borrowings	527,819	-
Provisions	130,398	130,398
Total current liabilities	758,885	231,066
Total Liabilities	758,885	231,066
Net Assets	11,544,516	14,067,658
Equity
Issued capital	24,473,521	27,334,755
Reserves	670,401	670,401
Retained losses	(13,599,406)	(13,937,498)
Total equity attributable to equity holders of the parent	11,544,516	14,067,658
Total Equity	11,544,546	14,067,658

Assumptions for Unaudited Pro forma Balance Sheet

The pro forma Balance Sheet has been prepared on the basis that there have been no material movements in the assets and liabilities of the Company between 31 May 2011 and the close of the entitlements issue other than the following:

Increase in cash of \$2.87 million from the Issue after cost of the Issue and repayment of Director's Loan.
Repayment of Director's Loan of \$0.55 million.
Midas Resources issues 173,306,075 New Shares at 1.8 cents per New Share pursuant to the Offer. The Issue will raise \$3.12 million before costs.
Adjustment for estimated cash used from 31 May 2011 to date of this report for continuing operations of the Company of \$0.52 million.
No Options are exercised prior to the Record Date.

5.4 Effect on Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the Issue is set out below, assuming that the Issue is fully subscribed.

Capital Structure after Completion of Issue

Shares
324,948,892	On issue at the date of this Prospectus
173,306,075	Issued pursuant to this Prospectus
498,254,967	Total Issued Capital

Options
48,126,293	Listed options exercisable at \$0.03 on or before 30 November 2012
1,500,000	Unlisted Director's incentive Options exercisable at \$0.10 on or before 29 November 2011
1,500,000	Unlisted Managing Director performance Options exercisable at \$0.20 on or before 29 November 2011
500,000	Unlisted Managing Director incentive Options exercisable at \$0.16 on or before 15 November 2013
600,000	Unlisted employee Options exercisable at \$0.10 on or before 31 December 2013
200,000	Unlisted employee Options exercisable at \$0.16 on or before 19 April 2013

6 ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS

6.1 What you may do

As an Eligible Shareholder, you may:

subscribe for all of your Entitlement (refer section 6.2);
apply for Additional New Securities (refer section 6.3);
sell all of your Entitlement on ASX (refer section 6.4);
take up part of your Entitlement and sell the balance on ASX (refer section 6.5);
deal with part or all of your Entitlement other than on ASX (refer section 6.6); or
allow all or part of your Entitlement to lapse (refer section 6.7);

6.2 To subscribe for all of your Entitlement

If you wish to subscribe for all of your Entitlement, complete the accompanying Application Form in accordance with the instructions set out in that form. The Application Form sets out the number of New Shares you are entitled to subscribe for. The completed Application Form must be accompanied by a cheque or bank draft made payable to "Midas Resources Limited – Rights Issue" and crossed "Not Negotiable" for the appropriate Application Money in Australian dollars calculated at \$0.018 per New Share accepted, and received by the Company at either of the following addresses by no later than 5.00 pm (WST) on 12 October 2011. The Company will present the cheque or bank draft on or around the day of receipt of the Application Form. If a cheque is not honoured upon its first presentation, the Directors reserve the right to reject the relevant Application Form.

If the amount of your cheque(s) or bank draft(s) for Application Money (or the amount for which those cheque(s) or bank draft(s) clear in time for allocation) is insufficient to pay for the number of New Shares you have applied for in your Application Form, you may be taken to have applied for such lower number of New Shares as your cleared Application Money will pay for (and to have specified that number of New Shares in your Application Form) or your Application may be rejected.

Street Address:	Postal Address:
Advanced Share Registry Services	Advanced Share Registry Services
150 Stirling Highway	PO Box 1156
Nedlands WA 6009	Nedlands WA 6909

Alternatively, if you are paying by Bpay, refer to your personalised instructions on your Application Form.

6.3 To apply for Additional New Securities

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Securities regardless of the size of their present holding. Refer to section 4.7 if you wish to apply for Additional New Securities.

A single cheque should be used for the Application Money for your Entitlement and the number of Additional New Securities you wish to apply for as stated on the Application Form.

Alternatively, if you are paying by Bpay, refer to your personalised instructions on your Application Form.

6.4 If you wish to sell all of your Entitlement

Complete the section marked "Instructions to Stockbroker" on the back of the Application Form, which accompanies this Prospectus, in accordance with the instructions contained on the form and lodge it with your stockbroker as soon as possible.

Rights trading will commence on ASX on 19 September 2011. Sale of your Rights must be completed by 5 October 2011 when Rights trading is expected to cease.

6.5 If you wish to take up part of your Entitlement and sell the balance

Please complete the Application Form, which accompanies this Prospectus, by inserting the number of New Shares for which you wish to accept (being less than as specified on the Application Form) and complete the section marked "Instructions to Stockbroker" on the back of the form in respect of that part of your Entitlement you wish to sell.

Forward the form to your stockbroker together with your cheque for the total amount payable in respect of the New Shares accepted. Your stockbroker will need to ensure that the completed Application Form reaches the Company's share registry, by 5.00 pm (WST) on 12 October 2011.

Cash will not be accepted and no receipts will be issued.

Alternatively, if you are paying by Bpay, refer to your personalised instructions on your Application Form.

Entitlements trading will commence on ASX on 19 September 2011. Sale of your Entitlements must be completed by 5 October 2011 when Entitlements trading is expected to cease.

6.6 If you wish to transfer your Entitlement other than on ASX

If you are a Shareholder and hold Existing Shares on the issuer sponsored sub-register, forward a completed Renunciation Form (obtainable through your stockbroker or the Company's share registrar) together with your Application Form completed by the transferee together with a cheque for the appropriate Application Monies to reach the Company's share registry (at the address shown above), by 5.00 pm WST on 12 October 2011.

If you are a Shareholder and hold Existing Shares registered on CHESS, you should contact your sponsoring broker.

Cash will not be accepted and no receipts will be issued.

6.7 Entitlements not taken up

If you are a Shareholder and do not wish to accept all (or part) of your Entitlement, you are not obliged to do anything. You will receive no benefit or New Shares and your Entitlement will become available to Eligible Shareholders as Shortfall Shares to be applied for.

If you wish to receive a benefit, you must take action to accept your Entitlement in accordance with the instructions above and on the back of the accompanying Application Form.

The number of Existing Shares you hold as at the Record Date and the rights attached to those Existing Shares will not be affected if you choose not to accept any of your Entitlement.

Your Entitlement may have value and accordingly you should consider renouncing (selling) your Rights, rather than allowing them to lapse.

The Company and the Underwriter will deal with any New Shares not accepted in accordance with the Underwriting Agreement.

If you have any queries concerning your entitlement or allocation, please contact:

Mr Mark Pitts, the Company Secretary Tel: (08) 9388 2211 Fax: (08) 9388 2600 Or Endeavour Corporate

Tel: (08) 9316 9100

or contact your stockbroker or professional adviser.

7 OVERVIEW OF WESTERN AUSTRALIAN PROJECTS

7.1 Lake Carey Project (100% Midas)

(a) Overview

The Lake Carey Project is located approximately 220km north northeast of Kalgoorlie and 100km south of Laverton (figure 1). The granted tenements of the combined Lake Carey and Phantom Well projects cover a combined area of 114.3km² in the Laverton Tectonic Zone (LTZ) a highly prospective region of Western Australia's north eastern Goldfields. The tenement package comprises four granted exploration licences, six granted mining leases and three granted prospecting licences. The main focus of gold exploration within the Lake Carey Project area has been the Fortitude and Bindah shear zones that extend the length of the Lake Carey tenements and into the Phantom Well project, immediately south of the Lake Carey Project.

Figure 1. Location Map

During 2010/11 the Company carried out diamond drilling at the Intrepid prospect and scoping level studies on the Fortitude deposit. Although treatment of ore at an existing facility would be the most efficient outcome for the Fortitude deposit the nearest facility is at full capacity and is not available, so the Company is investigating a number of alternative development and treatment options. An expanded resource base is preferred for a stand-alone mining and treatment operation and for this reason the Company is focussing on growth through exploration and the acquisition of additional resources. Midas has made a number of public statements that it is interested in a consolidation of gold projects in the Lake Carey area if this leads to construction of a treatment plant. The Company continues to pursue this objective.

(b) Fortitude Gold Deposit (M39/709, M39/710 & M39/1065)

The Company carried out a resource update in May 2010 (ASX release May 6, 2010) and then completed pit optimisation analysis of the Fortitude gold deposit. The current Mineral Resource is presented in tables 1 and 2:

	Runge, April 2010
	Bulk OK Mineral Resource Estimate at a 1g/t Au cut-off
	Tonnes (t)	Grade (g/t)	Ounces (oz)
Indicated	2,758,000	1.9	172,000
Inferred	3,530,000	1.9	213,300
Total	6,289,000	1.9	385,300

Table 1. Bulk Ordinary Kriged Mineral Resource Estimate 2010

Note: rounding discrepancies may occur

The bulk Ordinary Kriged Mineral Resource estimate was then further processed by the more selective method of Uniform Conditioning (UC) so that the estimation method and the result would be consistent and comparable with the Company's previously reported June 2007 resource estimate.

	Runge April 2010
	Selective (UC) Resource Estimate at a 1g/t Au cut-off
	Tonnes (t)	Grade (g/t)	Ounces (oz)
Indicated	2,113,000	2.3	157,700
Inferred	2,755,000	2.2	198,300
Total	4,868,000	2.3	356,000

Table 2. Selective UC Resource Estimate 2010

Note: rounding discrepancies may occur

Subsequent pit optimisation studies were based on trucking of ore and toll treatment at nearby facilities. Although these studies demonstrated positive NPV at 2010 gold prices a commercially acceptable agreement for treatment of ore was not forthcoming due to plant capacity limitations.

As the gold price has firmed strongly since early 2010 the Company considers that the Fortitude Project should be re-evaluated as a stand-alone development project. The study will provide information on optimum treatment plant size and throughput which in turn will drive the

requirement for final feasibility work and additional resource definition. Accordingly part of the funding sought in this Prospectus will be directed towards this purpose. Additional funding would be required for a final feasibility study leading to a development decision.

(c) Lake Carey exploration

During 2010/2011 the Company carried out a review of exploration targets using sophisticated geophysics to help generate new drill targets and generally improve the modelling of existing targets. High quality airborne magnetics data sets were acquired and processed. This work has lead to the identification of three drill targets which are scheduled for drilling in Q1/Q2 CY2012:

Fortitude North: 4,000m aircore drill program to test gaps in existing drill coverage associated with structural jog and anomalous gold results in nearby drill holes.

Fortitude South: 1,000m aircore drill program to test position of Fortitude Shear Zone which is not fully defined by drilling in this area.

Mirage: 1,000m aircore drill program to test gap in drill coverage south of the Mirage prospect.

Geophysical SAM (Sub-audio magnetics) surveys and micro-gravity surveys will be applied to selected target areas in order to help generate and refine targets for drilling. These include the Bindah structure between Intrepid and Gallant and the Stealth and Mirage areas where high grade gold hits were reported from earlier drilling (see figure 2, below). Geophysical surveys and drill-testing of targets will be ongoing in 2010/2011. The capital raising includes funds for RC drill follow-up of any mineralisation located by these programs.

Figure 2 Lake Carey Exploration Targets – Drilling and Geophysical Programs

7.2 Leonora Gold Project

The Company has identified the Leonora area as an important target for its gold exploration effort and the Company is pro-active in the acquisition of additional tenements in this major gold producing district. The Leonora area is well served for mining infrastructure with a major treatment plant at Gwalia, while the town of Leonora provides important services that support a number of mining operations in the district. Midas' Leonora Project comprises the Sunset Well Project and the Leonora South tenements (Fig. 3)

Figure 3. Leonora Project Tenements

a) Sunset Well

The Project consists of granted Prospecting Licences P37/6901 to 6907 and Mining lease application M37/1297. Midas has announced a maiden Mineral Resource for the Prospero prospect at Sunset Well (ASX release 4 July 2011):

	Tonnes	Au Uncut	Au
Zone Type	t	g/t	Ounces
Oxide	609,000	1.40	27,900
Transitional	287,000	1.40	13,300
Fresh	200,000	1.40	9,000
Total	1,096,000	1.40	50,200

Table A: Prospero June 2011 Inferred Mineral Resource Estimate (1.0g/t Au cutoff grade)

There is potential for a small scale open pit at Prospero and the Company will be investigating various mining and treatment operations before deciding on the next stage of work on this Project. Prospero could also be seen as a satellite deposit to a larger mining operation depending on the success of Midas' exploration on its nearby tenements.

b) Leonora South

The tenements cover an important structural corridor between Leonora and Kookynie, and they include a number of historical gold mining operations. More significant open pit deposits are located just north of E40/294, which was recently granted, while grant of E40/295 is expected in October 2011. Midas has identified a number of gold targets in both tenements which are generally associated with old gold workings. In addition, research into historical exploration in the tenements has revealed many gold anomalies that were not followed up and tested by drilling. The Company has commenced testing of these targets and recently announced the results of an initial RC drill program at the Reach prospect (fig 4. below). The vein structure was intersected in all drill holes while maximum gold result was 1.0m at 2.97 g/t Au from 25m in RERC001. Other drill targets have been identified at George Bore in E40/294 and at Bluebell and Hawke (fig. 3, above) in E40/295. Drill testing of these targets will be carried out with the new funds.

Other targets will be evaluated for drilling using techniques such as auger geochemistry and RAB drilling so that there will be a pipeline of prospects for ongoing drill testing.

Figure 4. Gold Targets on E40/294

7.3 Iron Ore Projects

West Pilbara CID Project

During 2010 Midas carried out a drill program at the West Pilbara CID prospect involving 40 RC drill holes and consulting group CSA Global estimated an Indicated Mineral Resource of 11.5 million tonnes at 53.1% Fe, 0.042% P, 7.75% SiO2, 5.57% Al2O3 and 9.86% LOI at a 50% Fe cut off grade (ASX Release 26 July 2010). Subsequently, Midas commissioned Evans and Peck to carry out an infrastructure study in the West Pilbara and this study has given guidelines concerning suitable resource size and various infrastructure options. Midas is currently focussing on growing its CID resource base through both organic and inorganic means but significant funding is not required for iron ore exploration unless there is an opportunity to expand the resource base.

Other Iron Ore Projects

The Company has a range of iron ore tenements listed in Table B below.

Project	Tenement	Status	Area (km2 )
Marandoo	E47/1885	Granted	6
West Pilbara	E47/1893	Granted	48.92
	E08/1997	Granted	44.3
	E47/1901	Granted	1.0
Yandicoogina	E47/1958	Granted	2.9
Total			103.32

Table B. Iron Ore tenements

Midas has placed the Yandicoogina tenements for sale while additional mapping and sampling is planned to be done on iron ore targets at Marandoo.

Fig 5 Location of Iron Ore Projects

7.4 Paterson Project – Western Australia (100% Midas) E45/3467, E45/3468, E45/3768, E45/3895

The Company has targeted the Paterson Province for base metals, gold and uranium and it is actively seeking opportunities to acquire additional prospective ground in the region. Midas now has in excess of 1,100km² under application in the Paterson Province (Figure 6).

The Paterson Province is a highly mineralised multi-metal Province e.g. Nifty Copper mine, Kintyre Uranium and Telfer Gold mine. Target generation by Midas is already producing a pipeline of quality targets for future testing (figure 6):

− Copper targets have been identified in the Broadhurst Formation associated with major faults and magnetic anomalies (c.f. Encounter Resources BM-1 and BM-2).
− Uranium targets are associated with the unconformity between Rudall Metamorphics and overlying Coolboro Sandstone.

The processing of Midas' tenement applications by the Department of Mines and Petroleum (DMP) requires the prior negotiation of Heritage and Access agreements with the Native Title Stakeholder – the Martu People. The Martu People have requested information from Midas concerning the Company's plans for access to the tenements and exploration plans in general. Midas is working with representatives of the Martu People to provide the necessary information that will facilitate preparation of the various agreements. The Company hopes to complete these agreements in 2011 and if so it could be expected that grant of the tenements would occur in 2012.

Figure 6. Midas Tenement Applications in the Paterson Province

Subject to tenements being granted, the Company intends to undertake an aggressive exploration programme, for copper, gold and uranium.

The information in this report as it relates to Exploration Results, Mineral Resources and geology was compiled by Mr John Downing, who is a Member of the Australasian Institute of Geoscientists and a full time employee of the Company. Mr Downing 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 Downing consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.

7.5 Tenement Schedule

A summary of the tenements held by the Company as at 7 September 2011 is set out in the table below:

TENEMENT SCHEDULE As at 7 September, 2011
Lake Carey Project Western Australia – 100% Midas Live Tenements E39/348, E39/1286, E39/1287, M39/1, M39/198, M39/286, M39/709, M39/710, M39/1065, P39/4471, P39/4644 & P39/4645 Applications – Midas is the Sole applicant E39/1646, E39/1647
Phantom Well Western Australia – 100% Midas (Barranco Pty Ltd has the right to earn back to a 15% interest). Live Tenement E39/1288
Butcher Well Western Australia – 100% Midas Live tenement. E 39/1499
Leonora Project - Sunset Well Western Australia – 100% Midas Live Tenements P37/6901, P37/6902, P37/6903, P37/6904, P37/6905, P37/6906, P37/6907, Application – Midas is the Sole Applicant M37/1297
Leonora Project – Leonora South Western Australia – 100% Midas Live Tenement E40/294 Applications – Midas is the Sole Applicant E40/295, E37/1104, P40/1282
Paterson Province Western Australia – 100% Midas Applications – Midas is the Sole Applicant E45/3467, E45/3468, E45/3768, E45/3895
Pilbara Tenements Western Australia – 100% Midas Live Tenements E47/1885, E47/1893, E47/1901, E47/1958, E08/1997

8 RIGHTS AND LIABILITIES ATTACHING TO NEW SECURITIES

The following is a summary of the more significant rights and liabilities attaching to New Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company's Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

8.1 Rights Attaching to New Shares

The New Shares to be issued pursuant to this Prospectus are ordinary shares and will as from their allotment rank equally in all respects with all Existing Shares.

The rights attaching to the New Shares arise from a combination of the Company's Constitution, the Corporations Act, the ASX Listing Rules and general law. A copy of the Company's Constitution is available for inspection free of charge during business hours at its registered office.

A summary of the rights attaching to the New Shares is set out below.

(a) Voting Rights

Subject to the Constitution of the Company and any rights or restrictions at the time being attached to a class of shares, at a general meeting of the Company every Shareholder present in person, or by proxy, attorney or representative has one vote on a show of hands, and upon a poll, one vote for each Share held by the Shareholder. In the case of an equality of votes, the chairperson has a casting vote.

(b) Dividends

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, the Company may pay dividends as the Directors resolve but only out of profits of the Company. The Directors may determine the method and time for payment of the dividend.

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus may be divided among the shareholders of the Company.

(d) Transfer of Shares

Generally, shares are freely transferable, subject to satisfying the requirements of the ASX Listing Rules, ASTC Settlement Rules and the Corporations Act. The Directors may decline to register any transfer of Shares but only where permitted to do so by the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules, or under the Company's Constitution.

(e) Further Increases in Capital

Subject to the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules and any rights attached to a class of shares, the Company (under the control of the Directors) may allot and issue shares and grant options over shares, on any terms, at any time and for any consideration, as the Directors resolve.

(f) Variation of Rights

Subject to the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules and the terms of issue of shares in a particular class, the Company may vary or cancel rights attached to shares in that class by either special resolution passed at a general meeting of the holders of the shares in that class, or with the written consent of the holders of at least 75% of the votes in that class.

(g) Meetings and Notices

Each Shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Company's Constitution, the Corporations Act and the ASX Listing Rules.

9 RISK FACTORS

9.1 General

An investment in the Company is not risk free and investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for New Shares. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

9.2 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and future production activities, as well as on its ability to fund those activities.

9.3 Market conditions

The market price of New Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

9.4 Security Investments

Applicants should be aware that there are risks associated with any New Shares investment. Securities listed on the stock market, and in particular New Shares of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the New Shares regardless of the Company's performance.

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of the Company. Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and proficient financial management.

Exploration in itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforseen events.

9.5 Exploration and Evaluation Risks

The success of the Company depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company's exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on the Company's existing exploration and mining tenements may be unsuccessful, resulting in a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining tenements.

In the case of exploration targets, it should be noted that these are conceptual in nature, there has been insufficient exploration to define a Mineral Resource and that it is uncertain if further exploration will result in the determination of a Mineral Resource.

9.6 Commodity Price and Exchange Rate Risks

To the extent the Company is involved in mineral production the revenue derived through the sale of commodities may expose the potential income of the Company to commodity price and

exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

9.7 Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Company attempts to conduct its activities to the highest standard of environmental management, including compliance with all environmental laws.

9.8 Native Title and Title Risks

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest; there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be affected.

The Directors closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

9.9 Joint Venture Parties, Agents and Contractors

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company is or may become a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

9.10 Future Capital Requirements

The Company's activities will require substantial expenditures. There can be no guarantees that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Shareholders and any debt financing if available may involve restrictive covenants, which limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

9.11 Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, technologies or resource projects.

9.12 Legislative changes and Government policy Risk

Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company's capacity to explore and mine, in particular the Company' ability to explore and mine any reserves, may be affected by changes in government policy, which are beyond the control of the Company

9.13 Resource Estimations

Resource estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made. Despite employing qualified professionals to prepare resource estimates, such estimates may nevertheless prove to be inaccurate. Furthermore, resource estimates may change over time as new information becomes available. Should the company encounter mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company's operations.

9.14 Reliance on Key Personnel

The Company's success depends largely on the core competencies of its directors and management, and their familiarisation with, and ability to operate, in the metals and mining industry and the Company's ability to retain its key executives.

10 ADDITIONAL INFORMATION

10.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in section 111 AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a "transaction specific prospectus" to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the three months prior to the date of the prospectus. In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of New Shares on the Company and the rights attaching to the New Shares. 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.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires 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 issue 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.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the financial statements of the Company for the financial year ended 30 June 2010 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus; and
(ii) any half year financial statements of the Company lodged with ASIC since the lodgement of the last financial statements for the year ended 30 June 2010 and before the issue of this Prospectus; and
(iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in

paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of the 2010 audited financial statements:

Date	Description of Announcement
7 September 2011	Request for Trading Halt
1 September 2011	Results of Drilling at Reach
10 August 2011	Exploration Update
25 July 2011	RC Drilling to Commence at Reach Gold Prospect
22 July 2011	Quarterly Cashflow Report
11 July 2011	Quarterly Activities Report
4 July 2011	Amended - Final Director`s Interest Notice
4 July 2011	Final Director's Interest Notice
4 July 2011	Maiden Resource at Sunset Well
30 June 2011	Change in Director's Interest Notice
24 June 2011	Change in Director's Interest Notice
23 June 2011	Retirement of Director and Appointment of New Chairman
16 June 2011	Exploration Update – Leonora Gold Projects
7 June 2011	Initial Director's Interest Notice
27 May 2011	Director Appointment
20 May 2011	Listed Options Due to Expire
20 May 2011	Listed Options Due to Expire
11 May 2011	Managing Director's Presentation to Sydney RIU Conference
10 May 2011	Maiden Resource for Gallant Gold Deposit
29 April 2011	Quarterly Activities Report
27 April 2011	Gold Exploration Target at Sunset Well
21 April 2011	Quarterly Cashflow Report

Date	Description of Announcement
15 April 2011	Response to ASX Query
3 March 2011	Half Year Accounts
18 February 2011	Expanded Concept Study for Lake Carey Gold Project
24 January 2011	Quarterly Cashflow Report
10 January 2011	Midas Resources Quarterly Activities Report
23 December 2010	Security Trading Policy
22 December 2010	Paterson Joint Venture Ministerial Decision
16 December 2010	Change of Director`s Interest Notice
16 December 2010	Appendix 3B – Issue of unlisted incentive options
23 November 2010	Results of Meeting
23 November 2010	Annual General Meeting Presentation
15 November 2010	Response to ASX Price Query
15 November 2010	Exploration and Development Update
4 November 2010	Correction to Directors Interest Disclosure
27 October 2010	Change of Director`s Interest Notice x 3
27 October 2010	Quarterly Cashflow Report
26 October 2010	Midas Resources Limited Annual Report 2010
26 October 2010	Notice of Annual General Meeting/Proxy Form
20 October 2010	Successful Share Purchase Plan Closed - Appendix 3B
19 October 2010	Quarterly Activities Report
15 October 2010	Appendix 3B - Unlisted Options Lapsed
30 September 2010	Share Purchase Plan - Closing Date extended

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

10.2 Material Contracts

The following is a summary of the significant terms of the material agreements which relate to the business of the Company.

Underwriting Agreement

Under an underwriting agreement dated 9 September 2011("Underwriting Agreement"), Patersons Securities Limited ("Underwriter") has agreed to underwrite the Offer.

Upon completion, the Underwriter will receive an underwriting fee of 5% of the amount underwritten. In addition, the Underwriter will receive a lead manager fee of \$60,000. The Underwriter will also receive payment of reasonable costs and expenses incurred by it in connection with the Offer. The Company will pay any GST applicable to any fee payable to the Underwriter under the Underwriting Agreement.

The Underwriter has discretion to terminate the Underwriting Agreement for reasons that are standard in agreements of this nature.

Director Loan Repayment Agreement

Velsberry Pty Ltd ("Velsberry") and Jungle Creek Gold Mines Pty Ltd ("Jungle Creek") hold Shares in the Company. Director, Terry Streeter, controls both Velsberry and Jungle Creek.

Velsberry and Jungle Creek have, cumulatively, indicated their intention to participate in the Issue for the amount equal to their full entitlement under the Offer.

In order to facilitate the full repayment of the Director's Loan referred to in section 5.1, Jungle Creek have agreed to renounce their entitlement in favour of Velsberry. Velsberry will then be entitled to participate in the Issue to the extent of the full entitlement of both it and Jungle Creek. The Company has agreed that any money payable under Velsberry's application for New Shares, should they elect to participate in the Issue, will be offset against the monies repayable under the Director's Loan. The loan will be fully discharged by Velsberry accepting its full entitlement.

10.3 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Issue of Securities pursuant to this Prospectus; or
(c) the Issue of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Issue of Securities pursuant to this Prospectus.

Directors' direct and indirect interests in securities of the Company at the date of this Prospectus are:

Name	Security
John Hopkins	1,000,000 Shares
Geoff Balfe	8,381,919 Shares
	6,741,200 Listed Options exercisable at \$0.03 on or before 30 November 2012
	1,000,000 Options exercisable at \$0.10 on or before 29 November 2011
	1,500,000 Options exercisable at \$0.20 on or before 29 November 2011
	500,000 Options exercisable at \$0.16 on or before 15 November 2013
Terry Streeter	58,789,472 Shares
	9,556,690 Listed Options exercisable at \$0.03 on or before 30 November 2012
	250,000 Options exercisable at \$0.10 on or before 29 November 2011

John Hopkins has agreed to sub-underwrite \$45,600 or 2,533,333 New Shares on the same terms and conditions as other sub-underwriters.

Geoff Balfe has agreed to sub-underwrite \$100,000 or 5,555,556 New Shares on the same terms and conditions as other sub-underwriters.

Terry Streeter has agreed to sub-underwrite \$655,000 or 36,388,889 New Shares on the same terms and conditions as other sub-underwriters.

Don Boyer, a major shareholder, has also agreed to sub-underwrite \$150,000 or 8,333,333 New Shares on the same terms and conditions as other sub-underwriters.

The sub-underwriters will be paid a sub-underwriting fee of 1.25% of the amount subunderwritten.

The Constitution of the Company provides that the Directors may be paid for their services as Directors. Non-executive directors may only be paid a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Nonexecutive Directors and in default of agreement then in equal shares.

In the two years preceding lodgement of this Prospectus, \$778,181 (excluding GST where applicable) has been paid by the Company by way of remuneration for services provided by all Directors and former director Mr Don Boyer, companies associated with the Directors or their associates in their capacity as Directors, employees, consultants or advisers. Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

10.4 Interests and Consents of Experts and Advisers

The following parties have given (and not before the date of this document withdrawn) their consent to be named in this document in the form and context in which they are named:

Patersons Securities Limited, in the capacity of Underwriter and Lead Manager;
Allion Legal, in its capacity as solicitors to the Company.

Each of Patersons Securities Limited and Allion Legal has not:

authorised or caused the issue of this Prospectus;
made, or purported to have made, any statement in this Prospectus or on which a statement in this Prospectus is based except as set out in this section; or
assumed the responsibility for any part of this Prospectus except as set out in this section and to the maximum extent permitted by law, expressly disclaims responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Other than as set out below or elsewhere in this Prospectus, all persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation of or distribution of this Prospectus do not have, and have not had in the two years before the date of this Prospectus, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the offer of Securities pursuant to this Prospectus; or
the offer of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any of those persons for services provided by those persons in connection with the formation or promotion of the Company or the offer of Securities pursuant to this Prospectus.

Patersons Securities Limited is acting as Underwriter and for this is being paid a fee as set out in section 10.2.

Allion Legal is entitled to be paid \$22,500 for advice and assistance in relation to certain aspects of this Prospectus, assisting the Company in relation to its due diligence regime and enquiries and in relation to application for quotation of the New Shares on ASX.

Patersons Securities Limited did not receive any payment for the financial year ended 30 June 2011 and received the amount of \$137,445 exclusive of GST for the financial year ended 30 June 2010 from the Company for the provision of underwriting, lead management and corporate advisory services to the Company.

Allion Legal received the amount of \$49,340 during the financial year ended 30 June 2011 and \$144,897 during the financial year ended 30 June 2010. These amounts were paid for the provision of professional services to the Company and are exclusive of GST.

References to Advanced Share Registry Services as share register to the Company appear for information purposes only. Advanced Share Registry Services has not been involved in, authorised or caused the issue of this Prospectus.

10.5 Estimated Expenses of Issue

The estimated expenses of the Issue are approximately \$260,000 including underwriting fees, legal, ASIC, ASX and printing costs.

10.6 Litigation

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

10.7 Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your New Shares in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

11 GLOSSARY

"A\$", "\$" and dollars means Australian dollars, unless otherwise stated.

Additional New Securities means New Shares in addition to an Eligible Shareholder's Entitlement for which an Applicant makes an Application.

Application means an application for Securities pursuant to the Application Form.

Application Form means the Application form attached to or accompanying this Prospectus.

Application Money means the money received from Eligible Shareholders in respect of their Application.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement Pty Limited (ABN 49 008 504 532).

ASTC Settlement Rules means the settlement rules of ASTC.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors.

Business Day means a day on which trading takes place on the stock market of ASX.

CHESS means ASX Clearing House Electronic Sub-registry System.

Closing Date means 12 October 2011 or such other date as may be determined by the Directors under this Prospectus.

Company or Midas means Midas Resources Limited (ABN 87 095 092 158).

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Director means directors of the Company at the date of this Prospectus.

Eligible Shareholders means a Shareholder as at the Record Date other than a Non-qualifying Foreign Shareholder.

Entitlement or Right means a Shareholder's entitlement to subscribe for New Shares offered by this Prospectus.

Existing Share means a fully paid ordinary share in the capital of the Company on issue at the date of this Prospectus.

Issue means the issue of Securities under this Prospectus.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

New Shares means a fully paid ordinary share in the capital of the Company to be issued under this Prospectus.

Non-qualifying Foreign Shareholders means a Shareholder whose registered address is not situated in Australia or New Zealand.

NPV means Net Present Value.

NT means Native Title.

Offer means the offer of eight New Shares for every fifteen Existing Shares held at the Record Date at an issue price of \$0.018 per New Share.

Official Quotation means official quotation on ASX.

Option means an option to subscribe for a Share.

Prospectus means the prospectus constituted by this document.

Record Date means 5pm WST on 23 September 2011.

Securities means the New Shares to be issued under this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

Shortfall will occur if the Company does not hold successful valid Applications for all the New Shares offered by the Company under this Prospectus by the Closing Date.

Shortfall Shares means New Shares for which successful valid Applications have not been received by the Closing Date.

Underwriter means Patersons Securities Limited (ACN 008 896 311).

Underwriting Agreement means the underwriting agreement dated 9 September 2011 between the Underwriter and the Company.

WST means Western Standard Time.

AI assistant

HAMMER METALS LIMITED — Share Issue/Capital Change 2011

65065_rns_2011-09-11_d2471163-2ea0-4403-b6b9-d639fe351979.pdf

MIDAS RESOURCES LIMITED ABN 87 095 092 158

PROSPECTUS

Important Notice

CONTENTS

SUMMARY OF IMPORTANT DATES

1 INVESTMENT HIGHLIGHTS

RISK FACTORS

IMPORTANT NOTES

ELECTRONIC PROSPECTUS

2 CORPORATE DIRECTORY

Company Secretary

Auditors

Registered Office

ASX Code: MDS ABN: 87 095 092 158

Share Registry

3 CHAIRMAN'S LETTER

Dear Shareholder

4 DETAILS OF THE OFFER

4.1 The Issue

4.2 No Minimum Subscription

4.3 Underwriting

4.4 Entitlement to Rights Issue

4.5 Acceptances

4.6 Rights Trading

4.7 Applying for Additional New Securities

4.8 Effect of the Offer on Control of the Company

4.9 Allotment and Application Money

4.10 Issue Outside Australia and New Zealand

4.11 Treatment of Overseas Shareholders

4.12 Market Prices of Existing Shares on ASX

4.13 Opening and Closing Dates

4.14 CHESS

4.15 Rights and Liabilities attaching to the New Shares

4.16 Taxation Implications

4.17 Enquiries

5 PURPOSE AND EFFECT OF THE ISSUE

5.1 Purpose of the Issue

5.2 Effect of the Issue and Pro Forma Statement of Financial Position

5.3 Statement of Financial Position

Assumptions for Unaudited Pro forma Balance Sheet

5.4 Effect on Capital Structure

Capital Structure after Completion of Issue

6 ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS

6.1 What you may do

6.2 To subscribe for all of your Entitlement

6.3 To apply for Additional New Securities

6.4 If you wish to sell all of your Entitlement

6.5 If you wish to take up part of your Entitlement and sell the balance

6.6 If you wish to transfer your Entitlement other than on ASX

6.7 Entitlements not taken up

7 OVERVIEW OF WESTERN AUSTRALIAN PROJECTS

7.1 Lake Carey Project (100% Midas)

(a) Overview

(b) Fortitude Gold Deposit (M39/709, M39/710 & M39/1065)

(c) Lake Carey exploration

7.2 Leonora Gold Project

a) Sunset Well

b) Leonora South

7.3 Iron Ore Projects

West Pilbara CID Project

Other Iron Ore Projects

7.4 Paterson Project – Western Australia (100% Midas) E45/3467, E45/3468, E45/3768, E45/3895

7.5 Tenement Schedule

8 RIGHTS AND LIABILITIES ATTACHING TO NEW SECURITIES

8.1 Rights Attaching to New Shares

(f) Variation of Rights

9 RISK FACTORS

9.1 General

9.2 Economic Risks

9.3 Market conditions

9.4 Security Investments

9.5 Exploration and Evaluation Risks

9.6 Commodity Price and Exchange Rate Risks

9.7 Environmental Risks

9.8 Native Title and Title Risks

9.9 Joint Venture Parties, Agents and Contractors

9.10 Future Capital Requirements

HAMMER METALS LIMITED Share Issue/Capital Change 2011