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FIRESTRIKE RESOURCES LIMITED ACN 149 796 332

REPLACEMENT PROSPECTUS

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered speculative.

THIS OFFER IS NOT UNDERWRITTEN

IMPORTANT NOTICE

This is a replacement prospectus dated 26 May 2011 which replaces a prospectus dated 19 May 2011. This replacement prospectus was lodged with the ASIC on 26 May 2011. For the purposes of this document, this replacement prospectus will be referred to as “this Prospectus”.

The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No securities may be issued on the basis of this Prospectus after the Expiry Date.

Application will be made to ASX within seven days after the date of this Prospectus for Official Quotation of the Shares the subject of this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required, or whether any other formalities need to be considered and followed.

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.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered speculative.

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.firestrike.com.au. Any person accessing the electronic version of this Prospectus for the purpose 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 an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

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COMPETENT PERSONS STATEMENT

The statements in this Prospectus (excluding the Independent Geologist’s Report in Section 4) that relate to Exploration Results are based on information compiled by David Holden, a Member of The Australasian Institute of Mining and Metallurgy. David Holden has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity 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". David Holden consents to the inclusion in this Prospectus of these statements in the form and context in which they appear.

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INVESTMENT OVERVIEW

Important Notice

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

THE OFFER

Summary of the Offer

By this Prospectus, the Company invites investors to apply for 15,500,000 Shares at an issue price of $0.20 each to raise $3,100,000.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue. Refer to Section 2 for further details in relation to the Offer.

Indicative Timetable

Lodgement of Prospectus with the ASIC	19 May 2011
Opening Date	27 May 2011
Closing Date	5.00pm WST on 29 June 2011
Despatch of Holding Statements	30 June 2011
Expected date for listing on ASX	5 July 2011

Purpose of the Offer and Use of Proceeds

The purpose of this Offer is to provide additional funds to enable the Company to:

(a) explore, identify and develop the Projects in Western Australia and Victoria; and
(b) provide working capital.

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

If the Offer is fully subscribed, the Company will have $3,300,000 available (including cash on hand before the Offer of $200,000) to explore and develop the Tenements. The Company intends to apply funds raised from the Offer in the two years after listing on ASX as follows:

	Full Subscription
	($)
Exploration and Evaluation1	2,080,000
Administration & Working Capital2	950,000
Costs of the Offer	270,000
TOTAL	3,300,000

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Notes:

1 Refer to Section 4 for further details.

2 Administration and working capital will include the costs of leasing office space, sundry costs such as share registry, ASX fees, executive and non-executive salaries and the salaries of any additional staff or consultants that may be retained by the Company in the future.

The above table is a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

Capital Structure

The capital structure of the Company following completion of the Offer is summarised below[1] :

Shares	Number
Shares on issue at date of the Prospectus	12,500,000
Shares to be issued and allotted pursuant to the Pacrim	3,000,000
Agreement and the Minico Agreement
Shares now offered	15,500,000
Total Shares on issue at completion of the Offer	31,000,000
Options
Options on issue at date of the Prospectus	19,000,000�
Total Options on issue at completion of the Offer	19,000,000

Notes:

1 Assumes the Offer is fully subscribed. Refer to Investigating Accountant’s Report at Section 5 for further information.
2 The Options currently on issue include:
a. 9,500,000 Options with an exercise price of $0.25 per Option and an expiry date of 31 December 2015 ; and
b. 9,500,000 Options with an exercise price of $0.50 per Option and an expiry date of 31 December 2015.

Full details of the terms and conditions of the Shares and Options are set out in Section 9 of this Prospectus.

BUSINESS MODEL – EXPLORATION COMPANY

The Company is a speculative exploration company and following the receipt of approval to be admitted to the Official List, will acquire advanced exploration gold projects in Western Australia and an option over a gold project in Victoria providing the Company with a good opportunity to identify and develop gold resources in a time of high gold prices.

The flagship project is the Grants Creek Gold Project located in the East Kimberley region of Western Australia, approximately 60 kilometres north of Halls Creek. Previous explorers identified two parallel linear corridors of structurally controlled gold mineralisation that are

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traceable for over three kilometres and have previously been the site of historical pit and shaft mining. The drilling of this project soon after listing will be a focus of the Company.

The Angelo Gold Project, also in the East Kimberley region of Western Australia, is an exploration target for epithermal gold mineralisation, as indicated by the large stratiform anomalies which appear to be related to quartz stock work veining and reefs in carbonaceous sediments. Drill targets are already evident and the Angelo Gold Project is in close proximity of the Nicholson’s Find gold plant.

The Elaine Gold Project in Victoria is considered prospective for both hard rock gold mineralisation and alluvial gold occurrences. The project encompasses the historical workings of Elaine, Mt Doran and Mystery reef and is located in a well defined mineralised corridor of reefs and veins similar to the Ballarat and Bendigo fields. An opportunity exists to rapidly advance the project through drilling on already identified drill targets.

In addition to the existing projects, the Company will review other acquisition and joint venture opportunities to secure new projects in the resources sector that meet the Company’s objectives and strategies with the senior management having a long history of exploring internationally.

The Company’s ability to generate revenue in the future will depend upon the success of the Company’s exploration activities on the Pacrim Tenements and, if the option is exercised under the Minico Agreement, on the Minico Tenement and the Company’s ability to successfully exploit any minerals that may be discovered on the land which is the subject of the Pacrim Tenements and the Minico Tenement. Completion under both the Pacrim Agreement and the Minico Agreement (if the option is exercised) are conditional upon the Company being admitted to the Official List. Refer to Sections 8.1 and 8.2 for further details in relation to both agreements.

Full details in respect of the Company and its projects are set out in Section 3.

SPECIFIC RISKS

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company.

The Company aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Company can effectively manage them is limited.

Set out below are specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 7.

Grant of Licence

The Company has agreed to acquire an application for Western Australian prospecting licence 80/1760. There is a risk that this prospecting licence may not be granted by the Minister responsible for the Mining Act 1978 (WA). If prospecting licence application 80/1760 was not to be granted, the Company would be unable to explore the land covered by this prospecting licence for minerals.

• Limited History

The Company was incorporated in March 2011 and its operational and financial historical performance is limited. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the

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Tenements. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

• Option Agreement

Pursuant to the Minico Agreement, the Company has been granted an option to acquire the Elaine Gold Project. There is no guarantee that the Company will exercise its option and this will be decided after the Company has undertaken exploration activities during the 24 month option period. If the Company does not exercise its option under the Minico Agreement, the Company would be unable to explore the land covered by Victorian exploration licence 5133 (Minico Tenement) for minerals.

• Status of Tenements

Prospecting licences 80/1576, 80/1577, 80/1578, 80/1579, 80/1580 and 80/1582 expire on 8 May 2012. The Company cannot guarantee that the granted prospecting licences will be renewed beyond their current expiry date and there is a material risk that, in the event the Company is unable to renew these granted tenements beyond their current expiry date, the Company’s interest in the Grants Creek Gold Project will be relinquished.

• Dilution Risk

The Options as set out in the capital structure section in this Investment Overview (a total of 19,000,000 Options) make up a significant proportion of the Company’s issued securities. If all of the Options were exercised, this would raise further capital for the Company (at a price higher than the offer price under this Prospectus) but would also result in the issue of a further 19,000,000 Shares. This would significantly dilute the interest that Shareholders have in the Company immediately on listing.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company and Shareholders should refer to the risk factors set out in full in Section 7 of this Prospectus before making a decision to subscribe for Securities under this Prospectus.

FINANCIAL INFORMATION

The Company is in the early stages of exploring the land the subject of the Tenements and is in a startup phase, having been recently incorporated to enter into agreements to acquire the Tenements and proceed with this exploration. Therefore, the Company’s operational and financial historical performance is limited.

As a result, the Company is not in a position to disclose any key financial ratios other than its balance sheet which is set out in the Investigating Accountant’s Report in Section 5. Investors should read the Investigating Accountant’s Report in full.

The Company’s start up funding will be generated from the initial public offering of Shares pursuant to this Prospectus. The Company expects to raise further funding from the issue of securities in the future. If the Company’s proposed exploration is successful and the Company chooses to develop its projects then the Company may also consider debt funding.

The $20,000 in consideration that the Company will pay to Pacrim pursuant to the Pacrim Agreement and the $20,000 option fee that the Company paid to Minico pursuant to the

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Minico Agreement will be paid out of the $200,000 cash on hand, which the Company raised by the issue of seed capital.

DIRECTORS AND KEY MANAGEMENT

Roger Steinepreis Non-Executive Chairman

Mr Steinepreis graduated from the University of Western Australia where he completed his law degree. He was admitted as a barrister and solicitor of the Supreme Court of Western Australia in 1987 and has been practising as a lawyer for over 24 years.

As Non-Executive Chairman, Mr Steinepreis will be responsible for the leadership of the Board, ensuring it is effective, setting the agenda of the Board, conducting the Board meetings and conducting the shareholder meetings.

Current Directorships include Imugene Limited, Apollo Consolidated Limited, Avonlea Minerals Limited and Adavale Resources Limited.

Mr Steinepreis does not expect that his directorships with other companies or other business activities will interfere with his ability to act as Non-Executive Chairman to the Company.

David Holden Managing Director

David holds a Bachelor of Science degree in Geology from Otago University, New Zealand. His career spans over 25 years in the minerals industry from the coal mines in New Zealand to deep underground gold mines in South Africa. Over his career, David has held a number of senior management roles including Supervising Geologist, Chief geologist and Technical Director for a number of public companies including Prosperity Resources Limited (ASX listed), Quadrant Australia (ASX listed), Avonlea Minerals Limited (ASX listed) and IGC Resources Inc (TSX listed). David was intimately involved in the multi million ounce discoveries of gold at Mt Todd in the Northern Territory and the Nimary Mine in Western Australia.

In 1997 David founded a geological consulting service company, Ravensgate, which specialises in expert’s reports, resource estimations valuations and exploration management, and in 2005 started Shackleton Capital Pty Ltd, advising listed companies on both corporate and technical matters relating to project acquisition or initial public offering. In 2007 he founded Atomic Resources Limited (ASX listed) a solid energy company that is currently developing major coal assets in Tanzania. David also holds a Masters in Business Administration and a Masters in Management giving him a broad base of managerial skills to compliment the years of experience. He is a member of the AusIMM and CIM.

As Managing Director, Mr Holden’s responsibilities will include, but are not limited to, the following:

(a) driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring the performance of all consultants and employees; and
(b) approving and monitoring the progress of exploration programs in respect of the Tenements and considering and recommending to the Board capital management programs and appropriate acquisitions and divestitures.

Mr Holden is employed by Shackleton Capital Pty Ltd but Mr Holden does not envisage that this employment will interfere with his ability to act as Managing Director to the Company.

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Paul Lloyd Non-Executive Director

Mr Lloyd is a Chartered Accountant with over 25 years commercial experience. Mr Lloyd operates his own corporate consulting business, specialising in the area of corporate, financial and management advisory services. After commencing his career with an international accounting firm, he was employed for approximately 10 years as the General Manager of Finance for a Western Australian based international drilling contractor working extensively in Asia and Africa.

In 2006, Mr Lloyd was involved in the listing of Beacon Minerals Limited and Target Energy Limited on ASX and he remains a director Beacon Minerals Limited.

As a Non-Executive Director, Mr Lloyd’s responsibilities include, but are not limited to, driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance.

Mr Lloyd’s current directorships include Sunseeker Minerals Limited, Beacon Minerals Limited and South American Ferro Metal Limited.

Mr Lloyd does not expect that his directorships with other companies or other business activities will interfere with his ability to act as a Non-Executive Director to the Company.

Philip Re

Company Secretary

As Company Secretary, Mr Re’s responsibilities will include, but are not limited to, the following:

(a) liaising with ASX in relation to the Company’s activities;
(b) facilitating the implementation of Board policies and procedures; and
(c) advising the Board on corporate governance matters, the application of the Company’s Constitution, the ASX Listing Rules and other applicable laws.

Disclosure of Interests

Directors are not required under the Company’s Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in Shares and Options as set out in the table below:

Director	Shares		Options
	Directly	Indirectly	Indirectly
Roger Steinepreis1	Nil	2,700,000	5,000,000
David Holden2	Nil	2,500,000	5,000,000
Paul Lloyd3	Nil	2,500,000	5,000,000

Notes:

1 Mr Steinepreis holds 200,000 Shares as trustee for the RC Steinepreis Family Trust No 2, which were purchased for 10 cents per Share. Ranchland Holdings Pty Ltd (ACN 060 696 639) as trustee for the RC Steinepreis Family Trust No 1, a company controlled by Mr Steinepreis, holds:

a. 2,500,000 Shares, which were purchased for 0.1 cent per Share;

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b. 2,500,000 Options with an exercise price of $0.25; and
c. 2,500,000 Options with an exercise price of $0.50.

All of the Options held by Ranchland Holdings Pty Ltd expire on 31 December 2015.

2 Shackleton Capital Pty Ltd (ACN 118 041 366), as trustee for The Shackleton Capital Trust, a company controlled by Mr Holden, holds:
a. 2,500,000 Shares, which were purchased for 0.1 cent per Share;
b. 2,500,000 Options with an exercise price of $0.25; and
c. 2,500,000 Options with an exercise price of $0.50.
All of the Options held by David Holden expire on 31 December 2015.
3 Coral Brook Pty Ltd (ACN 076 819 264) as trustee for the Lloyd Super Fund, a company controlled by Mr Lloyd, holds:
a. 2,500,000 Shares, which were purchased for 0.1 cent per Share;
b. 2,500,000 Options with an exercise price of $0.25; and
c. 2,500,000 Options with an exercise price of $0.50.
All of the Options held by Paul Lloyd expire on 31 December 2015.

Other than 100,000 of the 200,000 Shares held by Roger Steinepreis as trustee for the RC Steinepreis Family Trust No 2 which were purchased for 10 cents per Share, as detailed in Note 1 above, the securities held by the Directors will be subject a 24 month escrow period, in accordance with the ASX Listing Rules.

Shackleton Capital Pty Ltd is engaged as a Consultant to the Company and has received fees of $20,535.45 for consulting services provided to the Company. The Consulting Agreement between Shackleton Capital Pty Ltd and the Company is a related party transaction by reason of the fact that Shackleton Capital Pty Ltd is controlled by David Holden, a Director of the Company. The Consulting Agreement was negotiated on arms length terms and the Directors of the Company consider that the fees paid to Shackleton Capital Pty Ltd under the Consulting Agreement are reasonable. The Company does not consider that there are any risks associated with this related party arrangement. Refer to Sections 8.4 and 9.3 for further details.

Roger Steinepreis is the Managing Partner of Steinepreis Paganin, legal advisers to the Company. Steinepreis Paganin will receive fees of approximately $30,000 for legal services provided to the Company. Refer to Section 9.5 for further details.

Post-Listing Interest

Upon the Company’s admission to the Official List, assuming full subscription of the Offer, the Directors will have the following percentage interests in the Company:

Director	Interest (options unexercised)	Interest (all options exercised)
Roger Steinepreis	8.71%	15.4%
David Holden	8.06%	15%
Paul Lloyd	8.06%	15%

Remuneration

The annual remuneration (inclusive of superannuation) payable to each of the Directors as the date of this Prospectus is as follows:

Director	Annual Remuneration
Roger Steinepreis	$39,240

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David Holden $150,000 Paul Lloyd $39,240

The terms of the consulting agreement between the Company and Shackleton Capital Pty Ltd, a company controlled by David Holden, are set out in Section 8.4.

Expenses of the Offer

The total expenses of the Offer are estimated to be $269,568 and are expected to be applied towards the items set out below:

Item of Expenditure	Amount
ASIC fees	$2,068
Legal fees	$30,000
Independent Consulting Geologist	$10,000
Investigating Accountant	$7,500
ASX fees	$30,000
Printing and Other Expenses	$35,000
Brokers’ Commissions	$155,000
TOTAL	$269,568

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CONTENTS

1.	CORPORATE DIRECTO RY – FIRESTRIKE RESOURCES LIMITED (ASXC ODE:FIE) ........... 13
2.	DETAILS OF THE OFFE R ...................................................................... .......................... 14
3.	COMPANY OVERVIEW AND CORPORATE GOVERNANCE ............. .......................... 17
4.	INDEPENDENT GEOLO GIST'S REPORT ............................................... .......................... 25
5.	INVESTIGATING ACC OUNTANT’S REPORT ....................................... .......................... 61
6.	SOLICITOR'S REPORT ........................................................................ .......................... 79
7.	RISK FACTORS .......... ........................................................................ ........................ 102
8.	MATERIAL CONTRAC TS .................................................................... ........................ 107
9.	ADDITIONAL INFORM ATION ............................................................ ........................ 111
10.	DIRECTORS’ AUTHOR ISATION .......................................................... ........................ 116
11.	GLOSSARY ................ ........................................................................ ........................ 117

Map of project locations within Australia

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1. CORPORATE DIRECTORY – FIRESTRIKE RESOURCES LIMITED (ASX CODE:FIE)

Directors

Investigating Accountant

Roger Steinepreis Non-Executive Chairman

David Holden Managing Director

HLB Mann Judd Level 4, 130 Stirling Street PERTH WA 6000

Lawyers in Australia

Paul Lloyd Non-Executive Director

Company Secretary

Philip Re

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Auditor

Registered Office

Level 2 46 Ord Street West Perth WA 6005

HLB Mann Judd Level 4, 130 Stirling Street PERTH WA 6000

Telephone: +61 8 9476 9209 Facsimile: +61 8 9476 9099

Website

www.firestrike.com.au

Email

[email protected]

Share Registry*

Advanced Share Registry Ltd Unit 2, 150 Stirling Highway NEDLANDS WA 6008

Independent Geologist

Terence Topping Factor Resources Pty Ltd 9 Third Avenue MT LAWLEY WA 6050

This entity is included for information purposes only and has not been involved in the preparation of this Prospectus.

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2. DETAILS OF THE OFFER

2.1 Applications

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

Payment for the Shares must be made in full at the issue price of $0.20 per Share. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Completed Application Forms and accompanying cheques must be mailed to:

Firestrike Resources Limited PO Box 140 WEST PERTH WA 6872

or:

Advanced Share Registry Ltd PO Box 1156 NEDLANDS WA 6909

Cheques should be made payable to “Firestrike Resources Limited – Share Offer Account” and crossed “Not Negotiable”. Completed Application Forms must reach one of the above addresses by no later than 5.00pm WST on the Closing Date.

If an Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it shall be final. An Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.

The Company reserves the right to close the Offer early.

2.2 Oversubscriptions

The Company will not accept oversubscriptions.

2.3 Allotment

Subject to ASX granting conditional approval for the Company to be admitted to the Official List and the Company raising the minimum subscription under the Offer (being the full subscription), allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant as soon as practicable after the allotment date.

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2.4 Restricted securities

Subject to the Company being admitted to the Official List, certain securities on issue may be classified by the ASX as restricted securities and will be required to be held in escrow for such time as prescribed by ASX.

2.5 Dividend Policy

The Company anticipates that significant expenditure will be incurred in the evaluation and development of the Company’s projects. These activities are expected to dominate the two year period following the issue of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

2.6 ASX Listing

The Company will apply to ASX within seven days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares offered under this Prospectus. If ASX does not admit the Shares to Official Quotation within three months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, all applications will be dealt with in accordance with the Corporations Act.

2.7 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify these Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

2.8 Minimum Subscription

The minimum subscription in respect of the Offer is $3,100,000, being the full subscription.

If the minimum subscription has not been raised within four months after the date of this Prospectus, the Company will either repay the application monies to Applicants or issue a supplementary or replacement prospectus to allow Applicants one month to withdraw their Application and be repaid their application money. No interest will be paid on this money.

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2.9 Underwriter

The Offer is not underwritten.

2.10 Commissions on Application Forms

The Company reserves the right to pay a commission of 6% (inclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

2.11 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by the ASX Settlement and Transfer Corporation (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Share and Option holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

2.12 Forecast Financial Information

Given the speculative nature of mineral exploration and development and the fact the Company is in an early stage of exploration, there are significant uncertainties associated with forecasting future revenues and expenses of the Company. On this basis and after considering Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared and accordingly have not included financial forecasts in this Prospectus.

2.13 Privacy Statement

If you complete an application for 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 and to facilitate distribution payments and corporate communications to you as a Shareholder.

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

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number 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 such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

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3. COMPANY OVERVIEW AND CORPORATE GOVERNANCE

3.1 Company Overview

The Company was incorporated on 10 March 2011. On 16 April 2011 the Company entered into:

(a) a Sale and Purchase Agreement with Pacrim Energy Limited, pursuant to which it agreed to acquire a 100% interest in the Grants Creek Gold Project and the Angelo Gold Project in the Kimberley region of Western Australia; and
(b) an Option Agreement with Minico Pty Ltd, pursuant to which it was granted an option to acquire a 100% interest in the Elaine Gold Project, near Ballarat, Victoria.

The Company has selected projects where gold has already been discovered, in close proximity to historical workings and in areas that are close to necessary infrastructure or support. This criterion is seen as critical to allowing the Company a well-defined pathway for growth as a gold resources company.

3.2 Kimberley region

Gold was first discovered in the Kimberley region in 1882 however, it was not until 1885 that the first payable amounts of gold, near Old Halls Creek was recorded.

Following the discovery, a gold rush ensued which reached its peak in mid 1886. Thousands of hopeful miners from throughout Australia and New Zealand came to work the alluvial deposits and rich narrow quartz reefs.

By May 1886, as a result of the gold rush, the Kimberley earned the title as the first goldfield in Western Australia.

Sporadic mining and prospecting continued for decades, however by 1890 most of the alluvial and underground workings had been abandoned. Geographical remoteness, lack of water, illness and disease, shortage of fuel, and the small size of the surface deposits, combined with the discovery of richer fields in the Pilbara, Murchison, and Eastern Goldfields, resulted in the decline of the rush.

Recorded production prior to 1964 is thought to be low compared to other Australian goldfields with about half the production from alluvial and dollied gold rather than mined reef gold.

However, as there were no reporting requirements for gold produced prior to 1896 and gold produced between 1896 and 1898 during the peak of the gold rush it is plausible that production went largely unreported.

The Company, recognising that the region is well known as a gold producing region has identified two projects; Grants Creek and Angelo.

Grants Creek Gold Project

The Grants Creek Gold Project is located in the East Kimberley region of Western Australia, approximately 60 kilometres north of Halls Creek.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

Page 17

It comprises a group of six granted prospecting licences and one prospecting licence in application.

The project area contains four known gold reef workings; Perseverance, Star of Kimberley Moody’s and Wilson’s Reef which form part of two broad mineralised structural mineralised trends running approximately northeast.

Since the production at the turn of last century, the project area has been explored by a number of explorers with more concerted efforts from the late 1980s to 1994. Renewed interest in the project in 2004 to recent times has seen further confirmation in soil sampling and drilling of gold along strikes and around the existing workings.

The gold is considered to be shear zone hosted along the major Halls Creek Fault Zone and gold is seen in a variety of quartz hosted styled from solid quartz reefs to box work, vuggy and stock work veining. There is some suggestion that the mafic rocks play a significant part in the deposition of the gold however this remains unproven. The local geology is summarised as gold hosting quartz reefs within deformed and folded meta sedimentary and metavolcanic rocks of Proterozoic age.

During the period 1988 to 1994, 112 holes were drilled in and around the old workings within the Grants Creek Gold Project area with 62 hosting assay grades above 1.0 g/t.

From the Perseverance Prospect 28 of the 49 holes completed returned sample assay results above 1.0 g/t with the maximum value of 3 metres at 12.33 g/t (hole PVRC39 from 21 to 24 metres) and 26 of the 38 holes drilled at Star of Kimberly reported grades greater than 1.0 g/t and a maximum value reported 4 metres at 12.97 g/t (SKD35 20 -24metres depth).

In addition to the drilling, there are 1,925 soil samples covering most of the current tenement area and the spatial relationship of the gold in soils to the major structure and historical workings is well defined with 70 assayed discrete rock chips samples collected about the area by Pacrim Energy Limited in 2004 to 2009.

The Company has recently competed its own field investigations, visiting the historical working and collecting rock chips and soil samples in order to validate the historical exploration results.

Following confirmation, the Company is seeking to commence drilling along strike from the known prospects to identify additional prospects. This field work will be integrated into the existing digital database which will allow 3-D modelling of the main reef systems as a pre cursor to identifying exploitable quantities of gold in the area.

Angelo Gold Project

The Angelo Gold Project is located in the East Kimberley region of Western Australia, approximately 40 kilometres southwest of Halls Creek and 5 kilometres south of the Great Northern Highway. The exploration target is epithermal gold mineralisation.

The licence is less than 15 kilometres to the East of Nicolson’s Find gold treatment plant.

Previous exploration included geochemistry (stream and soil samples) and RAB drilling. As a result there is clear definition of a mineralised corridor what to date exceeds seven kilometres in strike length upon which a number of smaller prospects and the Leonardo, and Figaro prospects are located.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 18

Interpretation of the recently obtained radiometric geophysical signatures and detailed assessment and processing of the geochemistry data has improved the prospectivity of the Figaro target and has further highlighted other target zones along the mineralised trend.

The Angelo Project lies within the Halls Creek Orogen, a belt of deformed and metamorphosed Paleoproterozoic rocks that flanks the southeast margin of the relatively undeformed Kimberley Craton.

The zones are bounded by major fault systems, and each zone has a unique geological history. Turbiditic metasedimentary rocks were deposited, deformed and metamorphosed at different times in each zone. The Eastern zone was a passive continental margin of the North Australian Craton.

Vein and hydrothermal gold occurrences are concentrated in the Eastern zone of the Lamboo Complex. Many of these occurrences form a north-easterly trend, roughly parallel to the boundary with the Central zone. In 1969 the importance of the stratigraphic control on gold mineralisation was realised.

Over 40% of the total of 262 vein and hydrothermal gold occurrences within the whole of the east Kimberley area are within the Biscay Formation in the Eastern zone of the Lamboo Complex. Another 52 occurrences are in the Olympio Formation, generally close to its contact with either the Biscay Formation or the Butchers Gully Member, and 21 occurrences are within the Butchers Gully Member, near the base of the Olympio Formation. There are hardly any gold occurrences in the Olympio Formation away from its contact with the Biscay Formation.

The general area has received several phases of exploration since the 1980s. However, more systematic exploration commenced with Panorama Resources N.L. in the 1990s. Images produced from regional aeromagnetic surveys revealed indications of hydrothermal alteration.

Further work on the project area included the collection of 1,964 soil samples and drilling 64 RAB holes for 2,320m at the Leonardo prospect. As a result a linear geochemical gold-arsenic trend was identified hosting the Figaro and Leonardo prospects with lesser defined prospects identified in the south of the project area.

Metminco entered into a farm-in agreement in 2007 and undertook a Reverse Circulation drilling program of 25 holes at the Leonardo prospect during mid 2008. Gold values returned were of a similar tenor to earlier drilling encouraging further work to continue.

With well defined prospects particularly at Leonardo and Figaro, the Company will seek to complete further drilling to identify the nature and extent of the mineralisation along the well defined corridor focusing on the already delineated prospects. The Company will also look to expanding the prospects and with the close proximity of the Nicholson’s Find gold plant will strive to delineate potentially mineable resources in the near term that may be amenable to toll treatment.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

Page 19

Costean n e ar Perseverance Prospect, Grants Creek Gold Pr o ject

3.3 Ballarat Region

Elaine Gold Project

The Elaine Gold P roject is considered prospective for b oth hard rock gold mineralisation as w e ll as alluvial gold occurrences. Gold mineralisation has been observed in bedde d and laminated vein sets, spurry format i ons and minor saddle reefs. These zones of gold mineralisation appear concentrate d at the intersection of graphitic/pyritic shales and the quartz reefs.

The Mt Doran-Elaine Goldfields have poorly recorded hist o rical production. At Elaine, 5,170 tonn e s at an average grade of 23.6 g/t gold is recorded from incomplete histori c al records, whilst at Mt Doran 431 tonnes at 31.3 g/t (1ounce/tonne) is r e corded. However, the grade variation w as variable as shown by records from individual mines within the Elaine Field. Prod u ction of 316 tonnes at 16.8 g/t gold is rec o rded from Cleary’s whilst at the Western o r Great Western Mine

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 20

(on the outskirts of E laine) 80.3 tonnes at 3.3 g/t gold was mined and treated at the State Battery.

The Elaine and Mt D oran Fields may be considered the south e rly continuation of the Gordon-Mt Egerton Fields to the west of the main Ballarat Gol d fields.

The area is conside r ed prospective for both hard rock gold m ineralisation as well as alluvial gold occur r ences. Proposed exploration will compri s e detailed geological mapping, geoche m ical sampling and ground geophysics. Dri l ling will be considered on priority targets.

Gold mineralisation has been observed in bedded and lami n ated vein sets, spurry formations and mi n or saddle reefs. These zones of gold mineralisation appear concentrated at th e intersection of graphitic/pyritic shales an d the quartz reefs.

An example of th e natures of the reef systems can be o b tained from historical records of the Jaberro Mine, located east of Elaine within the Minico Tenement. The main reef was app r oximately 50 centimetres wide with varia b le strike, ranging from northeast to north, dipping 70[o] to the west. Three shafts we r e sunk to a maximum depth of 67 metres. Several shoots were mined to approxim a tely 30 metres below surface, with grades averaging approximately 30 g/t. It is b e lieved that some 300 tonnes were mined a fter 1932 when the mine re-opened.

To the north of the c urrent licence, the former mine at Mt Eger t on produced gold for many years and f o llowed the reef to depths of over 600 m etres below surface. Given that the wor k ings in the Elaine and Mt Doran goldfiel d to date are less than 100 metres the Company considers there is considerable o pportunity to identify resources to well below the current level of historical mining o p erations in the area.

Quartz vein samples c o llected from the Elaine gold field near Ballarat, Vi c toria

Proposed explorati o n will comprise detailed geological m apping, geochemical sampling and grou n d geophysics. Drilling will be considered o n priority targets.

Assuming a full su b scription of $3,100,000 is raised togeth e r with the Company’s existing cash resour c es (approximately $200,000) the Company expects its exploration expenditure will be a s follows:

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

Page 21

	Year 1 ($)	Year 2 ($)	Total ($)
Field Sampling	135,000	150,000	285,000
Drilling	500,000	800,000	1,300,000
Geophysics	305,000	-	305,000
Regional Activities	90,000	100,000	190,000
TOTAL	1,030,000	1,050,000	2,080,000

3.4 Other Projects

In addition to securing a 100% interest in the Grants Creek Gold Project, a 100% interest in the Angelo Gold Project and an option to acquire a 100% interest in the Elaine Gold Project, the Company intends to pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment.

Investors are encouraged to read the Independent Geologist’s Report in Section 4 of this Prospectus, the Solicitor’s Report in Section 6 and the material contract summaries in Section 8 for further information pertaining to the Projects the Company has an interest in. Investors should also consider the risk factors set out in Section 7.

3.5 Corporate Governance

The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

The Company’s main corporate governance policies and practices are outlined below:

(a) Board of Directors

The Company’s Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(i) maintain and increase Shareholder value;
(ii) ensure a prudential and ethical basis for the Company’s conduct and activities; and
(iii) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(i) developing initiatives for profit and asset growth;
(ii) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(iii) acting on behalf of and being accountable to the Shareholders; and

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 22

(iv) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

(b)

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

The composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.

Where practical, the majority of the Board is to be comprised of NonExecutive Directors. Where practical, at least 50% of the Board will be independent. An independent Director is one who is independent of management and free from any business or other relationship, which could, or could reasonably be perceived to, materially interfere with, the exercise of independent judgement.

The Board is currently comprised of a majority of Non-Executive Directors. However, the Board considers that its current structure is appropriate given the Company is in the early stages of its development and given the size, nature and scope of the Company’s activities. The Board intends to reconsider its composition as the Company’s operations evolve, and may appoint additional directors as it deems appropriate and the Company’s circumstances warrant.

(c) Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

(d) Remuneration arrangements

The remuneration of an Executive Director will be decided by the Board, without the affected Executive Director participating in that decisionmaking process.

The total maximum remuneration of Non-Executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-Executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $300,000 per annum.

The Board may award additional remuneration to Non-Executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

Page 23

(c) External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

(d) Audit committee

The Company will not have a separately constituted audit committee.

(e) Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

(f) Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Full details of the corporate governance policies adopted by the Board can be found on the Company’s website, www.firestrike.com.au.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 24

4. INDEPENDENT GEOLOGIST’S REPORT

PROSPECTUS 2011

Page 25

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INVESTIGATING ACCOUNTANT’S REPORT

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

Page 61

==> picture [156 x 66] intentionally omitted <==

12 May 2011

The Directors Firestrike Resources Limited Level 2 46 Ord Street WEST PERTH WA 6005

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT

INTRODUCTION

This Investigating Accountant’s Report (“Report”) has been prepared for inclusion in a prospectus to be dated on or about 16 May 2011 (“Prospectus”) for the issue by Firestrike Resources Limited (“Firestrike” or “Company”) of 15,500,000 ordinary shares at an issue price of 20 cents each to raise $3,100,000 (“Issue”) before the expenses of the Issue.

This Report has been included in the Prospectus to assist potential investors and their financial advisers in making an assessment of the financial position of the Company.

STRUCTURE OF REPORT

This Report has been divided into the following sections:

Background information;
Scope of report;
Financial information;
Subsequent events;
Statements; and
Declaration.

1. Background Information

The Company was registered on 10 March 2011. HLB Mann Judd was appointed auditor of the Company on 7 April 2011.

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.

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Firestrike Resources Limited

As at the date of this Report, the issued share capital of the Company is 12,500,000 ordinary fully paid shares. The following table summarises share capital movements since registration.

*Date* 10 March 2011 Founder shares 30 April 2011 Seed capital Shares on issue at the date of this Report	*Number* *issued* *Issue* *price* 9,500,000 $0.001 3,000,000 $0.10 12,500,000	$ 9,500 300,000
		309,500

At the date of this Report, the Company has the following options on issue:

9,500,000 options exercisable at 25 cents each on or before 31 December 2015
9,500,000 options exercisable at 50 cents each on or before 31 December 2015

The intended use of the funds raised by the issue of shares under the Prospectus is specified in Section 3.3 of the Prospectus.

2. SCOPE OF REPORT

You have requested HLB Mann Judd (“HLB”) to prepare this Report presenting the following information:

a) the historical financial information comprising the historical Statement of Financial Position as at 30 April 2011 and the historical Statement of Comprehensive Income and Statement of Changes in Equity for the period ended 30 April 2011 as set out in Appendix 1 to this Report; and
b) the proforma financial information comprising the proforma Statement of Financial Position as at 30 April 2011 and the proforma Statement of Comprehensive Income and Statement of Changes in Equity for the period then ended.

The Directors have prepared and are responsible for the historical and proforma information. We disclaim any responsibility for any reliance on this Report or on the financial information to which it relates for any purposes other than that for which it was prepared. This Report should be read in conjunction with the full Prospectus.

We performed a review of the historical financial information of the Company for the period ended 30 April 2011 in order to ensure consistency in the application of applicable Accounting Standards and other mandatory professional reporting requirements. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements.

Our review of the historical and proforma financial information of the Company was carried out in accordance with Standard on Review Engagements ASRE 2410 ‘Review of a Financial Report Performed by the Independent Auditor of the Entity’ and included such enquiries and procedures which we considered necessary for the purposes of this Report. The review procedures undertaken by HLB in our role as Investigating Accountant were substantially less in scope than that of an audit examination conducted in accordance with generally accepted auditing standards. Our review was limited primarily to an examination of the historical and proforma financial information, analytical review procedures and discussions with senior management. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical financial information and proforma financial information included in this Report or elsewhere in the Prospectus.

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Firestrike Resources Limited

In relation to the information presented in this Report:

a) support by another person, corporation or an unrelated entity has not been assumed;
b) the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and
c) the going concern basis of accounting has been adopted.

3. FINANCIAL INFORMATION

Set out in Appendix 1 (attached) are:

a) The Statement of Financial Position of the Company as at 30 April 2011, and the Statement of Comprehensive Income and Statement of Changes in Equity for the period ended 30 April 2011;
b) The proforma Statement of Financial Position of the Company as at 30 April 2011 and proforma Statement of Comprehensive Income and Statement of Changes in Equity of the Company for the period then ended as they would appear after incorporating the following significant events and proposed transactions by the Company subsequent to 30 April 2011:
i) the issue by the Company pursuant to this Prospectus of 15,500,000 ordinary shares, issued at a price of $0.20 per share, raising $3,100,000 before the expenses of the Issue;
ii) the write off to the share capital account of costs of the Issue of an estimated $256,628 (comprising total estimated costs of $269,568 less $12,940 in costs already incurred at 30 April 2011);
iii) the payment of $20,000 and the issue of 1,000,000 shares at $0.20 per share in consideration for Minico Pty Ltd (“Minico”) granting an option to the Company to acquire a tenement pursuant to the Tenement Option and Sale Agreement with Minico; and
iv) the payment of $20,000 and the issue of 2,000,000 shares at $0.20 per share in consideration for the acquisition of certain tenements from Pacrim Energy Limited (“Pacrim”) pursuant to the Agreement for Sale of Mining Assets with Pacrim.
c) Notes to the historical and proforma financial information.

4. SUBSEQUENT EVENTS

In our opinion, there have been no material items, transactions or events subsequent to 30 April 2011 not otherwise disclosed in the Prospectus that have come to our attention during the course of our review that would require comment in, or adjustment to, the content of this Report or which would cause such information included in this Report to be misleading.

5. STATEMENTS

Based on our review, which was not an audit, we have not become aware of any matter that causes us to believe that:

a) the historical financial information of Firestrike Resources Limited as at 30 April 2011 as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations for the period ended 30 April 2011; and
65 -

Firestrike Resources Limited

b) the proforma financial information of the Company as at 30 April 2011 as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations for the period ended 30 April 2011, as if the transactions referred to in Section 3 (b) of this Report had occurred at that date or during that period.

6. DECLARATION

a) HLB will be paid its usual professional fees based on time involvement, for the preparation of this Report and the review of the financial information at our normal professional rates.
b) Apart from the aforementioned fee, neither HLB, nor any of its associates will receive any other benefits, either directly or indirectly, for or in connection with the preparation of this Report.
c) Neither HLB, nor any of its employees or associated persons has any interest in Firestrike or the promotion of the Company. HLB is the auditor of Firestrike.
d) Unless specifically referred to in this Report, or elsewhere in the Prospectus, HLB was not involved in the preparation of any other part of the Prospectus and did not cause the issue of any other part of the Prospectus. Accordingly, HLB makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the Prospectus.
e) HLB has consented to the inclusion of this Report in the Prospectus in the form and context in which it appears. The inclusion of this Report should not be taken as an endorsement of the Company or a recommendation by HLB of any participation in the Company by an intending subscriber.

Yours faithfully

HLB MANN JUDD

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L DI GIALLONARDO Partner

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Firestrike Resources Limited

Appendix 1

FIRESTRIKE RESOURCES LIMITED STATEMENT OF COMPREHENSIVE INCOME

Expenses: Incorporation costs Promotion & advertising Loss before income tax expense Income tax expense Loss for the period after income tax expense Other comprehensive income for the period Total comprehensive loss for the period	Reviewed for the period ended 30 April 2011 $ (753) (318) (1,071) - (1,071) - (1,071)	Unaudited proforma for the period ended 30 April 2011 $ (753) (318)
		(1,071) -
		(1,071) -
		(1,071)

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED STATEMENT OF FINANCIAL POSITION

Note ASSETS CURRENT ASSETS Cash and cash equivalents 3 Receivables 4 TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration and evaluation expenditure 5 TOTAL NON CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Creditors and borrowings 6 TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Creditors and borrowings TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 7 Accumulated losses 8 TOTAL EQUITY	Reviewed 30 April 2011 $ 308,367 4,243 312,610 32,341 32,341 344,951 49,462 49,462 - - 49,462 295,489 296,560 (1,071) 295,489	Unaudited proforma 30 April 2011 $ 3,111,739 4,243
		3,115,982 672,341
		672,341
		3,788,323 49,462
		49,462 -
		-
		49,462
		3,738,861
		3,739,932 (1,071)
		3,738,861

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED STATEMENT OF CHANGES IN EQUITY

Issue of shares Costs of the Issue Loss for the period ended 30 April 2011 At 30 April 2011 (reviewed) Proforma adjustments: Issue of shares pursuant to Prospectus Issue of shares to Minico Issue of shares to Pacrim Costs of the Issue Proforma at 30 April 2011 (unaudited)	Issued Capital Reserves Accumulated Losses $ $ $ 309,500 - - (12,940) - - - - (1,071)
	296,560 - (1,071) 3,100,000 - - 200,000 - - 400,000 - - (256,628) - -
	3,739,932 - (1,071)

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies

The significant accounting policies adopted in the preparation of the historical financial information and the proforma financial information (collectively referred to as the “financial statements”) are:

(a) Basis of Preparation

The financial statements have been prepared in accordance with the measurement and recognition (but not all the disclosure) requirements of Australian Accounting Standards and Interpretations and the Corporations Act 2001.

The financial report has also been prepared on a historical cost basis, except for available-for-sale investments, which have been measured at fair value. Cost is based on the fair values of the consideration given in exchange for assets.

The financial report is presented in Australian dollars.

The Company is an unlisted public Company, incorporated in Australia. The entity’s principal activities are to evaluate and develop various mineral exploration projects.

The Company has applied the revised AASB 101 Presentation of Financial Statements which became effective on 1 January 2009. The revised standard requires the separate presentation of a statement of comprehensive income and a statement of changes in equity. All non-owner changes in equity must now be presented in the statement of comprehensive income. As a consequence, the Company had to change the presentation of its financial statements. Comparative information has been re-presented so that it is also in conformity with the revised standard.

(b) Adoption of new and revised standards

Changes in accounting policies on initial application of Accounting Standards

In the period ended 30 April 2011, the Company has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

It has been determined by the Company that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Company accounting policies.

(c) Statement of Compliance

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

(d) Critical accounting judgments and key sources of estimation uncertainty

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(d) Critical accounting judgments and key sources of estimation uncertainty (continued)

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Share-based payment transactions:

The Company measures the cost of equity-settled transactions with employees and cash-settled share-based payments by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black and Scholes model taking into account the terms and conditions upon which the instruments were granted.

(e) Currency

Both the functional and presentation currency of Firestrike Resources Limited is Australian dollars.

(f) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

• Interest income

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(g) Income Tax

The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference and to unused tax losses.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.

Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(g) Income Tax (continued)

when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be recognised.

The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be recognised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is recognised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

(h) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(h) Other taxes (continued)

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

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

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

(i) Impairment of assets

The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or company’s of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(j) Cash and cash equivalents

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(k) Trade and other receivables

Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days.

Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Company will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Company in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Company.

The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance.

The amount of the impairment loss is recognised in the Statement of Comprehensive Income within other expenses. When a trade receivable for which an impairment allowance had been amortisation becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the Statement of Comprehensive Income.

(l) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.

The depreciable amount of all fixed assets is depreciated on a diminishing value basis over their useful lives to the Company commencing from the time the asset is held ready for use.

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.

(i) Impairment

The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.

The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

74 -

Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(l) Property, plant and equipment (continued)

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.

An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.

For plant and equipment, impairment losses are recognised in the Statement of Comprehensive Income in the cost of sales line item. However, because land and buildings are measured at revalued amounts, impairment losses on land and buildings are treated as a revaluation decrement.

(ii) Derecognition and disposal

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(m) Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

(n) Employee leave benefits

(i) Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the balance date are recognised in other payables in respect of employees’ services up to the balance date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the balance date. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future payments are discounted using market yields at the balance date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(o) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration.

(p) Earnings per share

Basic earnings/loss per share is calculated as net profit/loss attributable to members, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to members, adjusted for:

costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(q) Exploration and evaluation

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the balance date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(q) Exploration and evaluation (continued)

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.

Note 2 Actual and Proposed Transactions to arrive at proforma Statement of Financial Position

The proforma Statement of Financial Position as at 30 April 2011 has been included for illustrative purposes to reflect the position of the Company on the basis of the following transactions that are proposed to occur after the Company has issued shares subject to this Prospectus:

i) Securities to be issued

The issue by the Company pursuant to this Prospectus of 15,500,000 ordinary shares, issued at a price of $0.20 per share, raising $3,100,000 before the expenses of the Issue.

ii) Capital raising costs

The write off to the share capital account of the costs of the Issue of an estimated $256,628 (comprising total estimated costs of $269,568, less $12,940 in costs already incurred at 30 April 2011).

iii) GST effects

There will be minimal net GST on the capital raising costs.

iv) Tenement acquisitions

the payment of $20,000 and the issue of 1,000,000 shares at $0.20 per share in consideration for Minico Pty Ltd (“Minico”) granting an option to the Company to acquire a tenement pursuant to the Tenement Option and Sale Agreement with Minico; and
the payment of $20,000 and the issue of 2,000,000 shares at $0.20 per share in consideration for the acquisition of certain tenements from Pacrim Energy Limited (“Pacrim”) pursuant to the Agreement for Sale of Mining Assets with Pacrim.
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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note Reviewed 30 April 2011 $ Note 3 Cash and Cash Equivalents Balance at 30 April 2011 308,367 Proforma adjustments: Issue of shares per Prospectus 2(i) - Capital raising costs 2(ii) - Minico payment 2(iv) - Pacrim payment 2(iv) - 308,367 Note 4 Receivables Current GST receivable 4,243 4,243 Note 5 Exploration and Evaluation Expenditure Balance at 30 April 2011 32,341 Proforma adjustments: Acquisition of tenements per Minico and Pacrim agreements 2(iv) - 32,341 Note 6 Current Creditors & Borrowings Trade creditors 49,462 49,462	Unaudited proforma 30 April 2011 $ 308,367 3,100,000 (256,628) (20,000) (20,000)
	3,111,739
	4,243
	4,243
	32,341 640,000
	672,341
	49,462
	49,462

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Firestrike Resources Limited

FIRESTRIKE RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note Note 7 Issued Capital Issued to founders (12,500,000 shares) Costs of Issue 2(ii) Proforma adjustments: Shares issued at 20 cents each: • Issue of 15,500,000 shares pursuant to Prospectus 2(i) • Issue of 2,000,000 shares to Pacrim 2(iv) • Issue of 1,000,000 shares to Minico 2(iv) Costs of Issue 2(ii) Proforma ordinary shares (31,000,000 fully paid) Note 8 Accumulated Losses Loss for the period	Reviewed 30 April 2011 $ 309,500 (12,940)	Unaudited proforma 30 April 2011 $ 309,500 (12,940)
	296,560 - - - - 296,560 (1,071) (1,071)	296,560 3,100,000 400,000 200,000 (256,628)
		3,739,932
		(1,071)
		(1,071)

Note 9 Commitments/Contingencies

Pursuant to the Pacrim Agreement as detailed in Section 8.1 of this Prospectus, if the Company is not admitted to the Official List of ASX within 12 months of the date of this agreement, the Company has the option to extend the offer for another 12 months by payment of $25,000.

Pursuant to the Minico Agreement as detailed in Section 8.2 of this Prospectus, the Company has the option to purchase 100% of the Minico tenement anytime within 24 months of the payment of an option fee to Minico (comprising cash of $20,000 and the issue of 1,000,000 shares to Minico as contemplated in the proforma adjustments), by payment of an exercise fee of $400,000.

Note 10 Related Party Transactions

Details of Directors’ interests in the Company’s issued capital and transactions with the Company are included in Sections 8 and 9 of this Prospectus.

SOLICITOR’S REPORT

PROSPECTUS 2011

Page 79

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16 May 2011

Firestrike Resources Limited Level 2, 46 Ord Street WEST PERTH WA 6005

Dear Sir/Madam

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the issue of up to 15,500,000 Shares in the capital of Firestrike Resources Limited (Company) at an issue price of $0.20 per share to raise up to $3,100,000 (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements which the Company will acquire, or in which the Company has been granted an option to acquire (Tenements).

The Tenements are located in Western Australia and Victoria. Details of the Tenements are set out in Part I of the attached Schedule, which forms part of this Report.

The Tenements are divided into 2 classes in Part I of the Schedule being:

(a) 7 prospecting licences, P 80/ 1576, P 80/1577, P 80/1578, P 80/1579, P 80/1580, P 80/1582, PLA 80/1760, and 1 exploration licence, E 80/2707, which are located in Western Australia (Pacrim Tenements); and
(b) 1 exploration licence, E 5133, which is located in Victoria (Minico Tenement).

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows:

(a) we have obtained searches of the Tenements from the registers maintained by:
(i) the Western Australian Department of Mines and Petroleum (DMP) on 13 May 2011; and
(ii) the Victorian Department of Primary Industries (DPI) on 13 May 2011.

Key details on the status of the Tenements are set out in Part I of the Schedule;

(b) we have obtained extracts of registered native title claims and native title determinations that apply to the Tenements, as determined by the National Native Title Tribunal (NNTT). This material was obtained on 17 March 2011. Details of native title claims and determinations are set out in Section 7 of this Report and Part II of the Schedule;
(c) we have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the Western Australian Department of Indigenous Affairs (DIA) for Aboriginal sites recorded in the Register of Aboriginal sites that overlap the Tenements. This material was obtained on 15 March 2011. We also obtained searches from the Victorian Register of Aboriginal Heritage Places. This material was obtained on 29 March 2011. Details of the Aboriginal heritage sites found and otherwise notified to us by the vendor are set out in Part I of the Schedule;
(d) other than the compensation agreement noted in the Schedule, there is not in existence any other current compensation agreement with the owner or occupier of any land which is subject to any of the Tenements;
(e) other than the heritage agreement noted in the Schedule, there is not in existence any other current heritage agreement with the traditional owners of any land which is subject to any of the Tenements; and
(f) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the DMP and DPI searches and have summarised the material terms (details of which are set out in Section 8 of the Prospectus).

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant searches:

(a) (Company’s interest): this Report provides an accurate statement as to the Company’s interest in the Tenements;
(b) (Good standing): this Report provides an accurate statement as to the validity and good standing of the Tenements; and
(c) (Third party interests): this Report provides an accurate statement as to third party interests, including encumbrances, in relation to the Tenements. We have advised that the Company enter into a deed of assignment in relation a heritage agreement (detailed in Part I of the attached Schedule) that affects the Pacrim Tenements, in order to have the rights and obligations under the heritage agreement assigned to the Company following completion of the Pacrim Agreement. We have

also advised that, if the Company exercises an option it has been granted to acquire the Minico Tenement, the Company enter into a deed of assignment in relation to a compensation agreement (detailed in Part I of the attached Schedule) that affects the Minico Tenement.

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements:

(a) (Company’s interest): The Company will not have a registered interest in the tenement PLA 80/1760 on completion of the tenement sale agreement between the Company and Pacrim Energy Limited (Pacrim Agreement) as the tenement is in the application stage. The material terms of the Pacrim Agreement are provided in Part II of the Schedule;
(b) (Third party interests): The tenement E 5133 is subject to a royalty. The material terms of the royalty are provided in Section 5.2 of this Report;
(c) (Bonds): A $10,000 Rehabilitation Bond has been lodged against the tenement E 5133. Refer to Part I of the Schedule for further details in relation to the Rehabilitation Bond; and
(Native title): Native title claims are registered against a number of the Tenements. Further details are provided in Parts I and III of the Schedule.

5. DESCRIPTION OF THE TENEMENTS

5.1 The Pacrim Tenements

The Pacrim Tenements comprise 7 prospecting licences and an exploration licence granted or applied for under the Western Australian Mining Act. Part I provides a list of the Pacrim Tenements. The following provides a description of the nature and key terms of these types of mining tenements as set out in the Western Australian Mining Act.

Prospecting Licence

(a) (Application): A person may lodge an application for a prospecting licence in accordance with the Western Australian Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant;
(b) (Rights): The holder of a prospecting licence is entitled to enter the land and undertake operations for the purposes of prospecting for minerals;
(c) (Term): A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister responsible for the Western Australian Mining Act (Western Australian Minister) may extend the term by 4 years and if retention status is granted (as discussed below), by further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant;
(d) (Retention Status): The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention

status for the prospecting licence. The Western Australian Minister may approve the application where there is an identified mineral resource within the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Western Australian Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of a prospecting licence applied for or granted before 10 February 2006 can apply for a retention licence (see below);

(e) (Conditions): Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in the Schedule. A failure to comply with these conditions may lead to forfeiture of the prospecting licence;
(f) (Priority to apply for a Mining Lease): The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined;
(g) (Transfer): There is no restriction on transfer or other dealing in a prospecting licence; and
(h) (Reversion Application): The Western Australian Mining Act allowed the holder of a prospecting licence who had applied for a mining lease before 10 February 2006 to lodge an application between 11 February 2006 and 10 February 2007 for an exploration licence or prospecting licence in lieu of the grant of the mining lease. The Western Australian Mining Act provides that reversion applications are deemed to be transferred to a transferee of the underlying prospecting licence.

Exploration Licence

(a) (Application): A person may lodge an application for an exploration licence and the Western Australian Minister decides whether to grant the application. An application for an exploration licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant;
(b) (Rights): The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals;
(c) (Term): An exploration licence has a term of 5 years from the date of grant. The Western Australian Minister may extend the term where:
(i) the exploration licence was granted before 10 February 2006, by a further period or periods of 1 or 2 years; and
(ii) the exploration licence was granted after 10 February 2006, by a further period of 5 years followed by a further period or periods of 2 years.

Where an exploration licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant;

(d) (Retention status): The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Western Australian Minister may approve the application where there is an identified mineral resource within the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Western Australian Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of an exploration licence applied for or granted before 10 February 2006, can apply for a retention licence (see below);
(e) (Conditions): Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence;
(f) (Relinquishment): The holder of an exploration licence granted or applied for before 10 February 2006 must relinquish not less than half of the blocks comprising the licence at the end of the third year. A further relinquishment of not less than half of the remaining blocks is required at the end of the fourth year. The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year;
(g) (Priority to apply for Mining Lease): The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined;
(h) (Transfer): No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Western Australian Minister. Thereafter, there is no restriction on transfer or other dealing; and
(i) (Reversion application): The Western Australian Mining Act allowed the holder of an exploration licence who had applied for a mining lease before 10 February 2006 to lodge an application between 11 February 2006 and 10 February 2007 for an exploration licence or prospecting licence in lieu of the grant of the mining lease. The Western Australian Mining Act provides that reversion applications are deemed to be transferred to a transferee of the underlying exploration licence.

5.2 The Minico Tenement

The Minico Tenement comprises 1 exploration licence granted under the Mineral Resource (Sustainable Development) Act 1990 (Vic) (Victorian Mining Act).

Under the Victorian Mining Act, the holder of an exploration licence is authorised to:

(a) conduct geological, geophysical and geochemical surveys;
(b) conduct drilling;

(c) take samples for the purposes of chemical or other analysis;
(d) extract minerals from the land, other than for the purpose of producing them commercially; and
(e) undertake any other activity that is specified in the exploration licence.

Exploration Licence

(a) (Application): A person may lodge an application for an exploration licence in accordance with the Victorian Mining Act and the Minister responsible for the Victorian Mining Act (Victorian Minister) will decide whether to grant the application. An application for an exploration licence cannot be legally transferred and continues in the name of the applicant.

The area of land in respect of which an exploration licence may be granted must be contained in a single licence area and must not exceed 500 lots of 1000 metre interval blocks, based on the Australian Geodatic Datum 1966, as shown on the National Topographic Map Series published by the National Mapping Council (Graticular Sections);

(b) (Rights): The holder of an exploration licence is entitled to enter the land the subject of the exploration licence and undertake operations for the purposes of exploration for minerals;
(c) (Term): An exploration licence may be granted for a term not exceeding 5 years and may be renewed for further periods of 5 years at the Victorian Minister’s discretion, not exceeding 20 years unless the Victorian Minister decides otherwise;
(d) (Conditions): Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties (as mentioned below) and observance of environmental protection and reporting requirements. A failure to comply with these conditions or any other conditions associated with an exploration licence may lead to forfeiture of the exploration licence;
(e) (Royalty): The Mineral Resources Development Regulations 2002 (Vic) levies a royalty at a rate of 2.75% of the net market value of mineral commodities sold or removed from a mine;
(f) (Relinquishment): Under the Victorian Mining Act, the area of an exploration licence must be reduced by 25% on the second anniversary date of the grant of the exploration licence (Date of Grant) and by a further 10% on the fourth anniversary of the Date of Grant, subject to the discretion of the Victorian Minister;
(g) (Priority to apply for mining lease): The holder of an exploration licence has priority to apply for a mining lease over any of the land the subject of the exploration licence; and
(h) (Transfer): No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term. Thereafter, there is no restriction on transfers or other dealings.

6. ABORIGINAL HERITAGE

There may be areas or objects of Aboriginal heritage located on the Tenements.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. Any interference with an Aboriginal site of cultural or heritage significant must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

6.1 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian Legislation

The Pacrim Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (Western Australian Heritage Act).

The Western Australian Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons.

The Western Australian Minister for Indigenous Affairs’ consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the Western Australian Heritage Act. However, there is no requirement for a site to be registered and the Western Australian Heritage Act protects all registered and unregistered sites.

6.3 Victorian Legislation

Victorian tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 2006 (Vic) (Victorian Heritage Act).

The Victorian Heritage Act makes it an offence to do an act which harms Aboriginal Culture or Heritage. The Victorian Mining Act states that a licensee of a tenement must not do any work under the licence within 100 metres laterally of any land protected under the Victorian Aboriginal Heritage Act.

The Secretary of the Department of Victorian Communities’ consent is required where any use of the land is likely to result in harm to Aboriginal cultural heritage.

Aboriginal sites must be registered under the Victorian Heritage Act; therefore, the Register maintained under the Victorian Heritage Act is an accurate reflection of discovered sites.

7. NATIVE TITLE

7.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 (Mabo no.2).

Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native Title Tribunal (NNTT) and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;
(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996; and
(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions.

The Future Act Provisions are summarised in Section 7.2 below, following which the Report identifies:

(a) native title claims and determinations that are registered against the Tenements (see Section 7.3);
(b) tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);
(c) tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and
(d) tenements which are yet to be granted and which may need to comply with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

Note that the grant of a tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

7.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are 3 alternatives: the Right to Negotiate, an Indigenous Land Use Agreement (ILUA) and the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the tenement can be granted. The applicant for the tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the tenement (eg in relation to heritage surveys).

If agreement is not reached to enable the tenement to be granted, the matter may be referred to arbitration before the NNTT, which has 6 months to decide whether the tenement can be granted and if so, on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (Expedited Procedure). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;
(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and
(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the tenement in accordance with the NTA. Persons have until 3 months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within 4 months of the notification date, the State may grant the tenement.

If one or more registered native title claimants or native title holders object within that 4 month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the tenement. Otherwise, the Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the tenement can be granted.

The State of Western Australia currently follows a policy of granting prospecting and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

7.3 Registered Native Title Claims and Determinations

Our searches indicate that the Tenements are subject to the following registered native title claims and determinations.

Tenement	Native Title Claim
P 80/ 1576	Malarngowen WC 99/044
P 80/1577	Malarngowen WC 99/044
P 80/1578	Malarngowen WC 99/044
P 80/1579	Malarngowen WC 99/044
P 80/1580	Malarngowen WC 99/044
P 80/1582	Malarngowen WC 99/044

Tenement	Native Title Claim
P 80/1760 (Applied for)	Malarngowen WC 99/044
E 80/2707	Lamboo WC 99/020

The status of the native title claims is summarised in Part II of the Schedule.

The native title claimants and holders of native title under the determinations are entitled to certain rights under the Future Act Provisions.

7.4 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 23 December 1996

Our searches indicate that none of the Tenements were granted before 1 January 1994.

Our searches indicate that none of the Tenements were granted after 1 January 1994 but before 23 December 1996.

Tenements granted after 23 December 1996

Our searches indicate that the following tenements were granted after 23 December 1996.

Tenement	Date of Grant
P 80/ 1576	9 May 2008
P 80/1577	9 May 2008
P 80/1578	9 May 2008
P 80/1579	9 May 2008
P 80/1580	9 May 2008
P 80/1582	9 May 2008
E 80/2707	3 February 2006
E 5133	28 January 2009

We have assumed that these tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and the following criteria are satisfied:

(a) the area to which the mining tenement applies is not extended;
(b) the term of the renewed mining tenement is not longer than the term of the old mining tenement; and
(c) the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the Future Act Provisions. It is currently uncertain whether this exemption applies to a second or subsequent renewal of such a mining tenement.

Our searches indicate that the following tenement was renewed after 23 December 1996, and as such, may need to have complied with the Future Act Provisions to be validly renewed. We have assumed that the Future Act Provisions were complied with to the extent necessary.

Tenement	Date of Grant	Date of Renewal
E 80/2707	3 February 2006	28 January 2011

Renewals of the tenement in the future will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Valid grant of Applications for Tenements

The Future Act Provisions must be complied with when granting any of the Tenements that are currently applications. This will ensure that the newly granted Tenements are valid under the NTA be assured.

The following tenement is currently an application and as such will need to satisfy the Future Act Provisions.

Applicant	Tenement
Pacrim Energy Limited	PLA 80/1760

The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Note that the grant of any licences in the future in relation to the Tenements (eg the grant of a mining lease from an exploration licence) will also need to comply with the Future Act Provisions.

8. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;
(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;
(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
(f) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the granted Tenements complied with the applicable Future Act Provisions;
(g) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(h) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain all tenements in good standing;
(i) with respect to the application for the grant of a tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
(j) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey; and
(k) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus.

9. CONSENT

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

==> picture [102 x 35] intentionally omitted <==

STEINEPREIS PAGANIN

NOTES	1 – 2, 4 – 10(h)	1 – 2, 4 – 10(h)
ABORIGINAL HERITAGE SITES	N/A	N/A
	Malarngowen WC99/044	Malarngowen WC99/044
NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAS

BONDS	N/A	N/A
ENCUMBRANCES/ DEALINGS	Extension of Time 249436 – Approved 17/10/2006 Extension of Time 352305 - Approved 29/07/2010 Extension of Time 354237 - Approved 27/08/2010 Caveat 360299 - Recorded 29/11/2010, Withdrawn 20/12/2010 Withdrawal of Dealing 361726 - Recorded 20/12/2010	Extension of Time 249436 – Approved 17/10/2006 Extension of Time 352305 - Approved 29/07/2010 Extension of Time 354237 - Approved 27/08/2010 Caveat 360300 - Recorded 29/11/2010,
MINIMUM ANNUAL EXPENDITURE	$7,400.00	$7,960.00
ANNUAL RENT (NEXT RENTAL YEAR)	$427.35	$459.69
AREA SIZE (BLOCKS)	184.81000 HA	198.97000 HA
EXPIRY DATE	8 May 2012	8 May 2012
GRANT DATE	9 May 2008	9 May 2008
SHARES HELD	100	100
REGISTERED HOLDER / APPLICANT	Pacrim Energy Limited	Pacrim Energy Limited
TENEMENT	P 80/ 1576	P 80/1577

NOTES		1 – 2, 4 – 10(h)	1 – 2, 4 – 10(h)
ABORIGINAL HERITAGE SITES		Verbal indication given by Pacrim Energy Limitedto the Company of possible sites at Hillock outcrops at Moody’s Prospect	N/A
		Malarngowen WC99/044	Malarngowen WC99/044
NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAS

BONDS		N/A	N/A
ENCUMBRANCES/ DEALINGS	Withdrawn 20/12/2010 Withdrawal of Dealing 361727 - Recorded 20/12/2010	Extension of Time 249436 – Approved 17/10/2006 Extension of Time 352305 - Approved 29/07/2010 Extension of Time 354237 - Approved 27/08/2010 Caveat 360313 - Recorded 29/11/2010, Withdrawn 20/12/2010 Forfeiture 360433 – Finalised (Penalty imposed) 21 January 2011 Withdrawal of Dealing 361734 - Recorded 20/12/2010 Fine 369916 – Finalised 14 February 2011	Extension of Time 249436 – Approved 17/10/2006 Extension of Time 352305 - Approved 29/07/2010 Extension of Time 354237 - Approved
MINIMUM ANNUAL EXPENDITURE		$6,680.00	$6,680.00
ANNUAL RENT (NEXT RENTAL YEAR)		$385.77	$385.77
AREA SIZE (BLOCKS)		166.68000 HA	166.39000 HA
EXPIRY DATE		8 May 2012	8 May 2012
GRANT DATE		9 May 2008	9 May 2008
SHARES HELD		100	100
REGISTERED HOLDER / APPLICANT		Pacrim Energy Limited	Pacrim Energy Limited
TENEMENT		P 80/1578	P 80/1579

NOTES		1 – 2, 4 – 10(h)	1 – 2, 4 – 10(i)
ABORIGINAL HERITAGE SITES		N/A	N/A
		Malarngowen WC99/044	Malarngowen WC99/044
NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAS

BONDS		N/A	N/A
ENCUMBRANCES/ DEALINGS	27/08/2010 Caveat 360301 - Recorded 29/11/2010, Withdrawn 20/12/2010 Forfeiture 360433 – Finalised (Penalty imposed) 21 January 2011 Withdrawal of Dealing 361734 - Recorded 20/12/2010 Fine 369916 – Finalised 14 February 2011	Extension of Time 249436 – Approved 17/10/2006 Extension of Time 352305 - Approved 29/07/2010 Extension of Time 354237 - Approved 27/08/2010 Caveat 360302 - Recorded 29/11/2010, Withdrawn 20/12/2010 Withdrawal of Dealing 361729 - Recorded 20/12/2010	Extension of Time 249436 – Approved 17/10/2006 Extension of Time
MINIMUM ANNUAL EXPENDITURE		$6,960.00	$6,800.00
ANNUAL RENT (NEXT RENTAL YEAR)		$401.94	$392.70
AREA SIZE (BLOCKS)		173.24000 HA	169.69000 HA
EXPIRY DATE		8 May 2012	8 May 2012
GRANT DATE		9 May 2008	9 May 2008
SHARES HELD		100	100
REGISTERED HOLDER / APPLICANT		Pacrim Energy Limited	Pacrim Energy Limited
TENEMENT		P 80/1580	P 80/1582

NOTES		N/A	1(a), 2 – 9, 11 - 12
ABORIGINAL HERITAGE SITES		N/A	Tjaura 13783 – Mythological Lamboo 2 14321 - Engraving
		Malarngowen WC99/044	Lamboo WC99/020
NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAS

BONDS		N/A	N/A
ENCUMBRANCES/ DEALINGS	352305 - Approved 29/07/2010 Extension of Time 354237 - Approved 27/08/2010 Caveat 360304 - Recorded 29/11/2010, Withdrawn 20/12/2010 Withdrawal of Dealing 361731 - Recorded 20/12/2010	Application to Amend 354075 – Recorded 24/08/2010	Application to Amend 312085 – Recorded 05/02/2009 Partial Surrender – Compulsory 316642 – Registered 30/03/2009, Surrendered area released 14/09/2009 Exemption from Drop-off 339901 – Refused 23/06/2010 Forfeiture 345112 – Withdrawn 21/03/2010 Partial Surrender – Compulsory 353548 – Registered
MINIMUM ANNUAL EXPENDITURE		N/A	$50,000.00
ANNUAL RENT (NEXT RENTAL YEAR)		$203.70	$1,534.50
AREA SIZE (BLOCKS)		97.00000 HA	6 BL
EXPIRY DATE		N/A	2 February 2013
GRANT DATE		Not yet granted. Application received: 16 August 2010	3 February 2006
SHARES HELD		100	100
REGISTERED HOLDER / APPLICANT		Pacrim Energy Limited	Pacrim Energy Limited
TENEMENT		PLA 80/1760	E 80/2707

GRANT DATE EXPIRY DATE AREA SIZE (BLOCKS) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRANCES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAS ABORIGINAL HERITAGE SITES NOTES		GRANT DATE EXPIRY DATE AREA SIZE (BLOCKS) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRANCES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAS ABORIGINAL HERITAGE SITES NOTES	28 January 2009 27 January 2014 Sections (original area was 200.000 Not specified $60,000 in Year 5 (as per variation of licence conditions Not specified $10,000.00 - registered 24 May 2010 None Refer to the Table below N/A
SHARES HELD		SHARES HELD	100

TENEMENT REGISTERED HOLDER / APPLICANT	The Minico Tenement	TENMENTS REGISTERED HOLDER / APPLICANT	E 5133 Minico Pty Ltd

Aboriginal Heritage Register for Minico Tenement

PLACE NUMBER	PLACE NAME	TYPE
7722-0009	Morrison’s	Earth Feature
7722-0029	Mt Doran 1	Artefact Scatter
7722-0030	Mt Doran 2	Earth Feature
7722-0031	Mt Doran 3	Earth Feature
7722-0241	Tee Tree Creek 4	Artefact Scatter
7722-0242	Tee Tree Creek 1	Artefact Scatter
7722- 0243	Tee Tree Creek 2	Artefact Scatter
7722-0244	Tee Tree Creek 3	Earth Feature
7722-0810	Lal Lal Road 2 Meredith	Artefact Scatter
7722-0811	Lal Lal Road 3 Meredith	Artefact Scatter
7722-0822	Lal Lal Road 1 Meredith	Artefact Scatter
7722-0823	Lal Lal Road 4 Meredith	Artefact Scatter Object Collection
7722- 0824	Ballan Complex 28a	Artefact Scatter
7722- 0825	Ballan Complex 35	Artefact Scatter Object Collection
7722-0826	Ballan Complex 36	Artefact Scatter Object Collection
7722-0827	Ballan Complex 39	Artefact Scatter Object Collection
7722-0856	Ballan Complex 28	Artefact Scatter Object Collection
7722-0857	Ballan Complex 31	Artefact Scatter
7722-0858	Ballan Complex 32	Artefact Scatter Object Collection
7722-0859	Ballan Complex 34	Artefact Scatter Object Collection
7722-0860	Ballan Complex 37	Artefact Scatter Object Collection
7722-0861	Ballan Complex 38	Artefact Scatter Object Collection
7722-0862	Ballan Complex 40	Artefact Scatter Object Collection
7722-0863	Ballan Complex 43	Artefact Scatter Object Collection
7722-0873	Ballan Complex 33	Artefact Scatter Object Collection
7722-0884	Ballan Complex 29a	Artefact Scatter Object Collection
7722-0885	Ballan Complex 30	Artefact Scatter
7722-0893	Ballan Complex 29b	Artefact Scatter Object Collection
7722-0896	Ballan Standard 5	Artefact Scatter
7722-0897	Ballan Standard 6	Artefact Scatter
7722-0898	Ballan Standard 7	Artefact Scatter
7722-0900	Ballan Complex 29	Artefact Scatter

Compensation Agreement

TENEMENT	DATE OF AGREEMENT	DATE OF EXPIRY	OWNER/OCCUPIER
E 5133	10 March 2011	Date on which tenement expires or March 2015	Thomas Spielvogel

Heritage Agreement

TENEMENT	DATE OF AGREEMENT	DATE OF EXPIRY	LEGAL REPRESENTATIVE OF THE TRADITIONAL OWNERS
P80/1576 P80/1577 P80/1578 P80/1579 P80/1580 P80/1582	5 June 2007	Date on which Tenement expires	Kimberley Land Council Aboriginal Corporation (ABN 96 724 252 047)

Key to Tenement Schedule

P – Prospecting Licence

E – Exploration Licence

PLA – Prospecting Licence Application

All of the native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims. Please refer to Part II of this Report for the status of the native title claims.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the [admission document].

References to numbers in the “Notes” column refers to the notes following this table.

Notes:

The following Endorsements apply in respect of the tenements as indicated in the Schedule above:

The Licensee’s attention is drawn to the provisions of:
a) the Aboriginal Heritage Act 1972 and any Regulations thereunder.
b) Water and Rivers Commission Act 1995 and any Regulations thereunder.
c) Rights in Water and Irrigation Act 1914 and any Regulations thereunder.
The Licensee’s attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.
The grant of this licence does not include the land the subject of prior Exploration Licences 80/2567. If the prior licences expire, are surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled “Transitional provisions relating to Geocentric Datum of Australia”.

The following Conditions apply in respect of the tenements as indicated in the Schedule above:

All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.

All costeans and other disturbances to the surface of the land made as a result of exploration, including drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Industry and Resources (D0IR). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DoIR.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DoIR is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs, water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
a) the grant of the Licence; or
b) registration of a transfer introducing a new Licensee;

advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

Consent to commence any prospecting activities on the Ord River Irrigation District, designated “ID/1” in Tengraph, granted subject to:
a) Written notification, where practicable, of the time frame, type and extent of proposed ground disturbing activities being forwarded to the Department of Water Kununurra 7 days prior to commencement of those activities.
b) Any significant waterway (flowing or not), wetland or its fringing vegetation that may exist on site not being disturbed or removed without prior written approval from the Department of Water.
c) The rights of ingress to and egress from the Licence being at all reasonable times preserved to officers of the Department of Water for inspection and investigation purposes.
d) The storage and disposal of hydrocarbons, chemicals and potentially hazardous substances being in accordance with the Department of Water’s Guidelines and Water Quality Protection notes.
e) Activities requiring the abstraction of water from any waterway, wetland or drain is prohibited unless the Department of Water has granted an abstraction licence.
f) Activities that may disrupt the natural flow of any watercourse are prohibited unless a licence has been obtained from the Department of Water.
g) Activities on any existing or designated future irrigation area, or on any strip of land within 50 metres of an irrigation channel, drain wetland or watercourse being confined to surface geological, geophysical and or geochemical surveys and drilling unless the written approval of the Department of Water is first obtained.
h) Excavation activities are prohibited on any existing or designated future irrigation districts, or on any area of land within 50 metres of the banks of an irrigation channel, drain, wetland or watercourse, unless undertaken with the written permission from the Director, Environment, DoIR and the Department of Water.
i) The prior written consent of the Minister responsible for the Western Australian Mining Act 1978 being obtained before commencing any prospecting activities on Water Reserve No. 2697.
No excavation, excepting shafts, approaching closer to the Great Northern Highway, Highway verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Great Northern Highway or Highway verge being confined to below a depth of 30 metres from the natural surface, and on any other road or road verge, to below a depth of 15 metres from the natural surface.
No interference with Geodetic Survey Stations Mount Ramsay 44, 45, 45A, 60, 175 and 176 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.

100

PART II

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL NUMBER	FEDERAL COURT NUMBER	APPLICATION NAME	REGISTERED	IN MEDIATION	STATUS
WC99/020	WAD6095_98	Lamboo	17 September 1999	Yes	Active
WC99/044	WAD6182_98	Malarngowen	4 February 2000	Yes	Active

ILUAs

None

ABORIGINAL HISTORICAL SITES

SITE ID	SITE NUMBER	SITE NAME	SITE TYPE	STATUS	ACCESS	RESTRICTION (Male or Female only access)
13783	K01322	Tjaura	Mythological	Registered	Closed	None
14321	K00752	Lamboo 2.	Engraving (Rockshelter)	Registered	Open	None

101

7. RISK FACTORS

7.1 Introduction

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

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

SPECIFIC RISKS

7.2 Grant of Licence

7.3 Limited History

The Company was incorporated in March 2011 and its operational and financial historical performance is limited. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Tenements. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

7.4 Option Agreement

Pursuant to the Minico Agreement, the Company has been granted an option to acquire the Elaine Gold Project. There is no guarantee that the Company will exercise its option and this will be decided after the Company has undertaken exploration activities during the 24 months option period. If the Company does not exercise its option under the Minico Agreement, the Company would be unable to explore the land covered by the Minico Tenement for minerals.

7.5 Status of Tenements

7.6 Dilution Risk

The Options as set out in the capital structure section in the Investment Overview (a total of 19,000,000 Options) make up a significant proportion of the Company’s issued securities. If all of the Options were exercised, this would raise further capital for the Company (at a price higher than the offer price under this Prospectus) but also would result in the issue of a further 19,000,000 Shares. This would significantly dilute the interest that Shareholders have in the Company immediately on listing.

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GENERAL RISKS

7.7 Exploration Success

The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its Tenements and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Tenements, a reduction in the cash reserves of the Company and possible relinquishment of the Tenements.

The exploration costs of the Company described in the Independent Geologist’s Report are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

7.8 Contract and Access Risk

The Company’s access to the Tenements is affected by the following:

(a) landholder and pastoralist approvals; and
(b) native title rights and the terms of native title agreements.

While the Company intends to do those things necessary to minimise these risks, it cannot guarantee that the access it has to tenements in which it has an interest will remain unfettered in the future.

7.9 Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

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7.10 Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

7.11 Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes 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.

7.12 Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulations 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. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with relevant environmental laws. Nevertheless, there are certain risks inherent in the Company’s activities which could subject the Company to extensive liability.

7.13 Title Risk and Native Title

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 the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

The Tenements extend over areas in which legitimate common law native title rights of indigenous Australians exist. The ability of the Company to gain access to its Tenements and to conduct exploration, development and mining operations remains subject to native title rights and the terms of registered native title agreements.

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

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 104

7.14 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

7.15 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 production activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

7.16 Market Conditions

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

7.17 Government Policy Changes

Actions or policy changes by governments in relation to access to lands and infrastructure, compliance with environmental regulations, taxation, royalties and subsidies may adversely affect the Company’s operations and financial performance.

7.18 Insurance Risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

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Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

7.19 Competition Risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

7.20 Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

7.21 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential 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.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 106

8. MATERIAL CONTRACTS

8.1 Pacrim Agreement

On 2 May 2011 Pacrim and the Company entered into the Agreement for Sale of Mining Assets (Pacrim Agreement). The key terms of the Pacrim Agreement are as follows:

(a) Pacrim agreed to sell and transfer to the Company 100% of its rights and interests in six prospecting licences (PL 80/1576, PL 80/1577, PL 80/1578, PL 80/1579, PL 80/1580 and PL 80/1582), a prospecting licence application (PLA 80/1760) and an exploration licence (E 80/2707) (Pacrim Tenements), which are located in Western Australia.
(b) The consideration payable by the Company for the sale of the Tenements is:
(i) $20,000 in cash; and
(ii) 2,000,000 shares at a deemed issue price of $0.20 each,

and is payable on the date of settlement of the Pacrim Agreement.

(c) Completion of the sale and purchase of the Pacrim Tenements is subject to the Company being admitted to the Official List within twelve months of the date of execution of the Pacrim Agreement (Condition Precedent).
(d) If the Condition Precedent is not satisfied, the Company may extend the offer for another twelve months on the payment of $25,000 in cash.
(e) A royalty is payable by the Company to Pacrim on the basis of 2% of the Net Smelter Return on gold derived from the Pacrim Tenements in any quarter.
(f) Prior to settlement of the Pacrim Agreement, the Company will maintain the Pacrim Tenements and meet all Outgoings in respect of the Pacrim Tenements.
(g) The Pacrim Agreement contains standard representations, warranties and indemnities expected to be included in an agreement of this nature.

8.2 Minico Agreement

On 4 May 2011 Minico and the Company entered into the Tenement Option Agreement (Minico Agreement). The key terms of the Minico Agreement are as follows:

(a) Minico agreed to grant to the Company the sole and exclusive option (Minico Option) to purchase 100% of Minico’s rights and interests in the Minico Tenement.
(b) The consideration payable by the Company for the Minico Option is:
(i) $20,000 in cash; and
(ii) 1,000,000 shares at a deemed issue price of $0.20 each,

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(together, Option Fee) and is payable within seven business days of the date of execution of the Minico Agreement.

(c) The Company may exercise the Minico Option on or before the date that is 24 months after the date on which the Option Fee is paid (Expiry Date) by delivering to Minico:
(i) $400,000 (Exercise Fee); and
(ii) a written notice to the effect that the Company wishes to exercise the Minico Option.
(d) Upon the exercise of the Minico Option, completion of the sale and purchase of Minico Tenement is subject to the Company being admitted to the Official List on or before the Expiry Date (Condition Precedent).
(e) The Company agrees, subject to completion of a suitable service agreement and satisfaction of the Condition Precedent in Section 8.2(d), to engage Abbyrok Pty Ltd as a consultant in regards to field operations on the Minico Tenement.
(f) If the Condition Precedent is not satisfied, the Minico Agreement will be at an end and Minico must refund the Exercise Fee to the Company within 10 business days of the date that is 3 months after the date of exercise of the Option. Minico shall be entitled to retain the Option Fee.
(g) Prior to the Expiry Date;
(i) the Company shall have sole possession and use of the Minico Tenement and may carry out such exploration activity in its sole and absolute discretion, as permitted by the conditions of the tenement;
(ii) Minico shall ensure that the Company has access to all Mining Information and;
(iii) the Company will maintain the Minico tenement in good standing and meet the Expenditure Commitment for the Minico Tenement.
(h) A royalty is payable by the Company to Minico on the basis of 2% of the Net Smelter Return on gold derived from the Minico Tenement in any quarter.
(i) The Minico Agreement contains standard representations, warranties and indemnities expected to be included in an agreement of this nature.

8.3 Directors’ Deeds of Indemnity

The Company intends to enter into deeds of indemnity and access with each of its Directors (Deeds) following listing of the Company on ASX.

Pursuant to these Deeds, the Company will indemnify each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting as an officer of the Company. The Company will be required under the Deeds to maintain insurance policies for the benefit of the relevant Director for the term of the appointment and for a period of seven years after the relevant Director’s retirement or resignation.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 108

8.4 Consulting Agreement

On 17 May 2011 the Company entered into a consulting agreement with Shackleton Capital Pty Ltd (Shackleton) pursuant to which Shackleton would employ David Holden to act as Managing Director to the Company.

The material terms of the agreement are as follows:

(a) the agreement has a term of two years, commencing on the date on which the Company is admitted to the Official List (Initial Term);
(b) at the election of the Company, the Initial Term may be extended by a further period of one year;
(c) the Company will pay Shackleton a fee of $150,000 per year (exclusive of goods and services tax) (fee), which is payable in equal fortnightly instalments in arrears and which will be reviewed annually;
(d) subject to proof, the Company will reimburse Shackleton for all reasonable travelling intra/interstate or overseas, accommodation and general expenses incurred by David Holden in the performance of his duties in connection with the business of the Company and its Related Bodies Corporate;
(e) Shackleton may receive a performance based bonus over and above the Fee, as determined by the Board;
(f) the agreement may be terminated by the Company:
(i) if David Holden is incapacitated or is of unsound mind, by giving not less than three months written notice;
(ii) if Shackleton is or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors;
(iii) if Shackleton or David Holden:
- (A) commits any serious or persistent breach of any of the provisions contained in the agreement and the breach is not remedied within fourteen days of the receipt of written notice from the Company to Shackleton or David Holden to do so;
- (B) is incompetent with regard to the performance of their duties under the agreement, or is neglectful of his duties under the agreement or otherwise does not perform their duties under the agreement in a satisfactory manner;
- (C) refuses or neglects to comply with any lawful reasonable direction or order given to them by the Company and, after receipt of prior notice, fails to rectify to the reasonable satisfaction of the Company within twenty-one business days of receipt of that notice; or

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(D) commits or becomes guilty of any Gross Misconduct,

by giving one month’s written notice;

(iv) without reason, by:
- (A) giving not less than one month’s written notice to Shackleton;
- (B) paying an amount equivalent to three month’s Fee to Shackleton; and
- (C) dispensing with the notice period;
(v) summarily without notice if at any time Shackleton or David Holden:
- (A) is convicted of any major criminal offence which brings Shackleton, David Holden or the Company or any of its Related Bodies Corporate into lasting disrepute, by giving notice effective immediately and without payment of any fee other than the Fee accrued to the date of termination;
- (B) breaches the Company’s email or internet policy; or
- (C) discloses, communicates, uses or misuses price sensitive information without the prior written consent of the Board;
(g) the agreement may be terminated by Shackleton:
(i) if at any time the Company commits any serious or persistent breach of any of the provisions contained in the agreement and the breach is not remedied within twenty eight days of receipt of written notice from Shackleton to the Company to do so, by giving notice effective immediately; or
(ii) by giving not less than three month’s written notice to the Company; and
(h) if during the term of the agreement David Holden is terminated as Managing Director, Shackleton may elect to terminate the agreement immediately and, subject to compliance with the ASX Listing Rules and the Corporations Act, the Company must pay Shackleton an amount equivalent to six month’s Fee.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 110

9. ADDITIONAL INFORMATION

9.1 Rights Attaching to Shares

Full details of the rights attaching to Shares are set out in the Company’s Constitution a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(i) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
(iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

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(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e)

Transfer of Shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

(f)

Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

9.2 Terms of Options

A summary of the terms and conditions of the Options are as follows:

(a) each Option entitles the holder to one Share in the Company;
(b) the Options are exercisable at any time on or prior to 5.00pm (WST) on 31 December 2015 (Expiry Date) by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;
(c) the exercise price of the Options is $0.25 per Option and $0.50 per Option;
(d) an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised;

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 112

(e) subject to the Corporations Act, the Listing Rules and the Company’s Constitution, the Options are freely transferable;
(f) all Shares issued upon exercise of the Options will rank equally in all respects with the Company’s then issued Shares. The Company will apply for quotation of the Shares issued upon exercise of the Options on ASX;
(g) there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and
(h) if at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules.

9.3 Fees paid to Shackleton Capital Pty Ltd

The Company paid $20,535.45 in consulting fees to Shackleton Capital Pty Ltd, a company controlled by David Holden, for the completion of seven technical reports a site visit and associated expenses. The Expenditure was needed in order to meet annual exploration commitments required in relation to the Pacrim Tenements.

9.4 Remuneration

The Constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for Non-Executive Directors has been set at an amount not to exceed $300,000 per annum. Refer to the Investment Overview section at the beginning of this prospectus for the Directors’ current remuneration.

The remuneration of Executive Directors will be fixed by the Directors and may be paid by way of fixed salary or consultancy fee.

9.5 Fees and Benefits

Other than as set out below or elsewhere in this Prospectus, no:

(a) Director of the Company;
(b) person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus; or
(c) promoter of the Company,

has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

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(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of Shares under this Prospectus; or
(c) the offer of Shares under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

Terence Topping, as principal for Factor Resources Pty Ltd, geological consultants, has acted as the Independent Geologist and has prepared an Independent Geologist’s Report which has been included in Section 4 of this Prospectus. The Company estimates that it will pay Mr Topping a total of $10,000 for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mr Topping has not received any fees from the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer, has been involved in due diligence enquiries on legal matters and has prepared a Solicitor’s Report on Tenements which has been included in section 6 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $30,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received any fees for legal services.

HLB Mann Judd has acted as the Investigating Accountant to the Offer and has prepared an Investigating Accountant’s Report which has been included in Section 5 of this Prospectus. The Company estimates it will pay HLB Mann Judd a total of $7,500 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, and has not received any fees from the Company.

9.6 Consents

Each of the parties referred to in this section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and
(b) to the maximum extent permitted by law, expressly disclaim and take no 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.

Mr Topping has given his written consent to being named as the Independent Geologist to the Company in this Prospectus and to the inclusion of the Independent Geologist’s Report in Section 4 in the form and context in which the report is included. Mr Topping has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC.

HLB Mann Judd has given its written consent to being named as Auditor and Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 5 in the form and context in which the report is included. HLB Mann Judd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 114

Steinepreis Paganin has given its written consent to being named as the solicitor to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 6 in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Advanced Share Registry Ltd has given its written consent to being named the Company’s Share Registry in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

9.7 Litigation

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

9.8 Electronic Prospectus

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

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant application forms. If you have not, please email the Company at [email protected] and the Company will send you, at no cost, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company’s website at www.firestrike.com.au.

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

9.9 Taxation

The acquisition and disposal of Shares in the Company will have tax consequences which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

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DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Roger Steinepreis Non-Executive Chairman For and on behalf of FIRESTRIKE RESOURCES LIMITED

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 116

11. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Angelo Gold Project means the gold project comprised of Western Australian exploration licence 80/2707, which the Company will acquire pursuant to the Pacrim Agreement.

Applicant means a person who submits an Application Form.

Application Form means the application form accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires).

Board means the board of Directors as constituted from time to time.

Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia.

Closing Date means the closing date of the Offer as set out in the Investment Overview.

Company means Firestrike Resources Limited (ACN 149 796 332).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company at the date of this Prospectus.

Elaine Gold Project means the gold project comprised of the Minico Tenement, which the Company will acquire pursuant to the Minico Agreement.

Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven days pursuant to Section 727(3) of the Corporations Act.

Grants Creek Gold Project means the gold project comprised of Western Australian prospecting licences 80/1576, 80/1577, 80/1578, 80/1579, 80/1580, 80/1582 and prospecting licence application 80/1760, which will be acquired by the Company pursuant to the Pacrim Agreement.

Gross Misconduct means any act, neglect or default or conduct committed including, without limitation, neglecting to properly discharge Shackleton’s duties under the consulting agreement between the Company and Shackleton with the direct or indirect effect of causing any damage or discredit to the Company’s business which Shackleton, after receipt of prior notice, has failed to rectify to the reasonable satisfaction of the Company within seven days.

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Independent Geologist’s Report means the Independent Geologist’s Report included in Section 4 of this Prospectus.

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

Listing Rules means the official listing rules of ASX.

Minico means Minico Pty Ltd (ACN 009 202 957).

Minico Agreement means the Tenement Option Agreement between the Company and Minico dated 4[th] May 2011 pursuant to which the Company has been granted an option to acquire the Minico Tenement.

Minico Option means the option to purchase 100% of Minico’s rights and interests in the Minico Tenement.

Minico Tenement means Victorian exploration licence 5133.

Offer means the offer of Shares pursuant to this Prospectus as outlined in Section 2.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Option means an option to subscribe for a Share.

Outgoings means all rents, rates, taxes, survey fees and other outgoings (periodical or otherwise) chargeable or payable in respect of the Tenements.

Pacrim means Pacrim Energy Limited (ARBN 010 856 014), a company incorporated in Papua New Guinea.

Pacrim Agreement means the Agreement for Sale of Mining Assets between the Company and Pacrim dated 2 May 2011, pursuant to which the Company will acquire the Western Australian Tenements.

Pacrim Tenements means prospecting licences 80/1576, 80/1577, 80/1578, 80/1579, 80/1580 and 80/1582, prospecting licence application 80/1760 and exploration licence 80/2707, which comprise the Grants Creek Gold Project and Angelo Gold Project which the Company will acquire pursuant to the Pacrim Agreement.

Projects means the Grants Creek Gold Project and Angelo Gold Project, in which the Company has an interest and the Elaine Gold Project, in which the Company will acquire an interest.

Prospectus means this prospectus.

Related Body Corporate has the meaning given in the Corporations Act.

Shackleton means Shackleton Capital Pty Ltd (ACN 118 041 366).

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

Share Registry means Advanced Share Registry Ltd (ACN 127 175 946).

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED Page 118

Shareholder means a holder of Shares.

Solicitor’s Report means the Solicitor’s Report included in Section 6 of this Prospectus.

Tenements means the tenements in which the Company has an interest and the tenements in which the Company may acquire an interest, pursuant to the Pacrim Agreement and the Minico Agreement.

WST means Western Standard Time, Perth, Western Australia.

PROSPECTUS 2011 FIRESTRIKE RESOURCES LIMITED

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ONLY COMPLETE THIS APPLICATION FORM IF YOU

WISH TO SUBSCRIBE FOR SHARES UNDER THE PUBLIC OFFER.

APPLICATION FORM

FIRESTRIKE RESOURCES LIMITED ACN 149 796 332

The securities to which this application form (Application Form) relates are fully ordinary paid shares (Shares) in the capital of Firestrike Resources Limited (Company). A prospectus containing information regarding investment in Share was lodged with the Australian Securities and Investments Commission on 19 May 2011 (Prospectus). The Prospectus will expire on that date which is 13 months after the date this Prospectus was lodged with the ASIC. While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Shares. A person who gives another person access to the Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document.

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

Full name (PLEASE PRINT) Title, Given Name(s) & Surname or Company	Name

Joint Applicant # 2or

Joint Applicant #3 or

Postal Address (PLEASE PRINT) Street NumberStreet



Suburb/Town				Applicant	State # 3		Post Code

ABN,Tax File Number or Exemption CHESS HIN or Existing SRN (where applicable)	Applicant	# 2			# 3


Number of Shares applied for			Application Money enclosed at 20 cents			per Share
			A$……………………………

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus on the terms set out in the Prospectus.

Drawer	Bank	BSB or Branch	Amount

		Fax ( ) . . . .	. . . . . . . . . . . . . . . . .

Cheques should be made payable to Firestrike Resources Limited – Share Offer Account, crossed “NOT NEGOTIABLE”.

Cheques and completed Application Forms should be forwarded, to arrive no later than 5:00pm on 24 June 2011 (or such other date as is determined by the Directors) to Advanced Share Registry Ltd:

Firestrike Resources Limited – Share Offer Account Firestrike Resources Limited – Share Offer Account C/- Advanced Share Registry Ltd Po Box 140 PO Box 1156 OR WEST PERTH WA 6872 NEDLANDS WA 6909

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GUIDE TO THE APPLICATION FORM

If an applicant has any questions on how to complete this Application Form, please telephone Advanced Share Registry Ltd on (08) 9389 8033.

A. Application for Shares

The Application Form must only be completed in accordance with instructions included in Prospectus.

B. Name of Applicant

Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.

C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

D. Address

Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

E. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

F. CHESS HIN or existing SRN Details

The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

G. Cheque Details

Make cheques payable to “Firestrike Resources Limited – Share Offer Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

H. Declaration This Application Form does not need to be signed. By lodging this Application Form and a cheque for the application money this Applicant hereby:
(1) applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the Directors;
(2) agrees to be bound by the constitution of the Company;
(3) authorises the directors of the Company to complete or amend this Application Form where necessary to correct any errors or omissions;
(4) acknowledges that he/she has received a copy of the Prospectus attached this Application Form or a copy of the Application Form before applying for the Shares; and
(5) acknowledges that he/she will not provide another person with this Application Form unless it is attached to or accompanied by the Prospectus.

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mr John Alfred Smith	J A Smith
CompanyUse the company’s full title,not abbreviations	ABC PtyLtd	ABC P/L or ABC Co
Joint Holdings Usefulland completenames	Mr Peter Robert Williams & MsLouise Susan Williams	Peter Robert & Louise SWilliams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

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AI assistant

ION VIDEO LTD — Capital/Financing Update 2011

65133_rns_2011-06-05_ca90626c-f8a8-497f-b227-86b740851eb5.pdf

FIRESTRIKE RESOURCES LIMITED ACN 149 796 332

REPLACEMENT PROSPECTUS

IMPORTANT INFORMATION

THIS OFFER IS NOT UNDERWRITTEN

IMPORTANT NOTICE

WEB SITE – ELECTRONIC PROSPECTUS

EXPOSURE PERIOD

COMPETENT PERSONS STATEMENT

Important Notice

THE OFFER

Summary of the Offer

Indicative Timetable

Purpose of the Offer and Use of Proceeds

Notes:

Capital Structure

BUSINESS MODEL – EXPLORATION COMPANY

SPECIFIC RISKS

•

Limited History

• Option Agreement

• Status of Tenements

•

Dilution Risk

FINANCIAL INFORMATION

DIRECTORS AND KEY MANAGEMENT

Roger Steinepreis Non-Executive Chairman

David Holden Managing Director

Paul Lloyd Non-Executive Director

Philip Re

Company Secretary

Disclosure of Interests

Notes:

Post-Listing Interest

Remuneration

Expenses of the Offer

1. CORPORATE DIRECTORY – FIRESTRIKE RESOURCES LIMITED (ASX CODE:FIE)

Directors

Investigating Accountant

Lawyers in Australia

Company Secretary

Auditor

Registered Office

Website

Email

Share Registry*

Independent Geologist

2. DETAILS OF THE OFFER

2.1 Applications

2.2 Oversubscriptions

2.3 Allotment

2.4 Restricted securities

2.5 Dividend Policy

2.6 ASX Listing

2.7 Applicants outside Australia

2.8 Minimum Subscription

2.10 Commissions on Application Forms

2.11 CHESS

2.12 Forecast Financial Information

2.13 Privacy Statement

3. COMPANY OVERVIEW AND CORPORATE GOVERNANCE

3.1 Company Overview

3.2

Kimberley region

Grants Creek Gold Project

Angelo Gold Project

3.3 Ballarat Region

Elaine Gold Project

3.4 Other Projects

3.5 Corporate Governance

(a) Board of Directors

(b)

Composition of the Board

(c) Independent professional advice

(d) Remuneration arrangements

(c) External audit

(d) Audit committee

(e) Identification and management of risk

ION VIDEO LTD Capital/Financing Update 2011

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