KING RIVER RESOURCES LIMITED - Capital/Financing Update 2007

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PROSPECTUS Ni Plats ACN 100 714 181 Australia Limited

FOR THE OFFER OF 15,000,000 SHARES AT 20 CENTS EACH TO RAISE $3,000 ,000 Thi s P rospec t us i s i mpor t an t an d requ i res your i mme di a t e a tt en ti on. It s h ou ld b e read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your professional adviser. An investment in the Shares offered by this Prospectus should be considered as speculative .

I M P O R T A N T N O T I C E

This Prospectus is dated 3 July 2007, and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus. No Shares will be allotted or issued on the basis of this Prospectus later than the expiry date of this Prospectus being the date which is 13 months after the date of this Prospectus. Shares allotted or issued pursuant to this Prospectus will be allotted or issued on the terms and conditions set out in this Prospectus.

Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects for the Company, investors should consider the risk factors that could affect the fi nancial performance of the Company. Investors should carefully consider these factors in light of personal circumstances (including fi nancial and taxation issues). The Company is a resource exploration company and the risks are therefore signifi cant. The Shares offered by this Prospectus should be considered speculative. Refer to Section 8 of this Prospectus for details relating to risk factors. Investors should seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

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

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. 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 the Shares, or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.

This Prospectus will be issued as an Electronic Prospectus and may be accessed on the internet at www.niplats.com.au. The Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. The Corporations Act prohibits any person from passing to another person the Application Form unless it is attached to or accompanies the complete and unaltered version of this Prospectus. During the Offer period, any person may obtain a hard copy of the Prospectus by contacting the Company.

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of seven days from the date of lodgement with the ASIC. This period may be extended by the ASIC for a further period of up to seven days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds, which examination may result in the identifi cation of defi ciencies in this Prospectus. If this Prospectus is found to be defi cient, Applications received during the exposure period will be dealt with in accordance with Section 724 of the Corporations Act. Applications received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on Applications received in the exposure period and all Applications received during the exposure period will be treated as if they were simultaneously received on the date on which Applications open.

Please note that the equipment shown in the photographs contained in this Prospectus are not assets of the Company.

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C H A I R M A N ’ S L E T T E R

Dear Investor

On behalf of the Directors of NiPlats Australia Limited (“NiPlats”) I invite you to consider the Offer of Shares as set out in this Prospectus.

NiPlats has compiled 100% owned mineral exploration tenements in the East Kimberley region of Western Australia (“Tenements”) covering an area of approximately 473 square kilometres.

The Tenements target a regionally signifi cant dome structure within the Hart Dolerite intrusive complex, which has been described as one of the largest mafi c complexes in the world.

These dolerite and gabbro occurrences resemble the sulphide-poor, vanadium-rich magnetite gabbro zone near the top of the Bushveld Complex in South Africa – and has affi nities with other sulphide-poor, platinum-rich mafi c intrusions in South Africa, Canada, the United States of America and Greenland.

The Directors believe the Tenements offer excellent potential for the discovery of platinum group elements plus gold (“PGE+Au”), nickel-copper, vanadium, copper-gold and gold-silver in several different geological settings.

NiPlat’s Tenements also host a fl uorite vein system with Indicated and Inferred Resources of 4.4Mt at 23.6% CaF2 (“Fluorite Project”).

In 2006 a reconnaissance drilling programme discovered previously unknown PGE+Au and vanadium mineralisation within the Tenement area as well as several occurrences of copper mineralisation.

The NiPlats Tenement area also hosts several occurrences of copper with gold mineralisation and has potential to host epithermal gold mineralisation.

NiPlats work programme involves a primary focus on the opportunity to explore for PGE+Au, nickel-copper, copper-gold and gold.

The high grade, high quality Fluorite Project, will also be further investigated to establish the ability to generate an early cashfl ow via the production of an acid-grade concentrate, if additional resources can be identifi ed and mining is determined to be economically feasible.

The information in this Prospectus is very important and should be read in detail, and whilst the prospects are exciting, any investment of this nature must be considered speculative and investors should consider the merit of seeking independent investment advice.

Yours sincerely

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Anthony Barton Chairman

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Anthony Barton Non Executive Chairman Keith Liddell Non Executive Director

Richard Wolanski Executive Director

CSA Australia Pty Ltd Level 1, 47 Burswood Road Burswood WA 6100

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Richard Wolanski

Level 22, Allendale Square 77 St Georges Tce Perth WA 6000

Telephone: (08) 9221 7466 Facsimile: (08) 9221 7866 Email: [email protected] Website: www.niplats.com.au

Ernst & Young 11 Mounts Bay Road Perth WA 6000

Blakiston & Crabb 1202 Hay Street West Perth WA 6005

After completion of the Offer the capital structure of the Company will be as follows:

Shares on issue at the date of this Prospectus	53,000,000
Shares to be issued pursuant to the Offer	15,000,000
Total Shares on Issue on Completion of the Offer	68,000,000
Unlisted Options
Options on issue at the date of this Prospectus	5,000,000
Total Options on Issue	5,000,000

The rights attaching to the Shares are described in Section 9.

The Options on issue are unlisted and exercisable at 20 cents each before 30 June 2012. Other terms and conditions of the Options are summarised in Section 9.

S E C T I O N 1 o v e r v i e w o f t h e c o m p a n y

BACKGROUND

NiPlats Australia Limited (“NiPlats” or “the Company”) holds three granted Mining Leases, two granted Exploration Licences and two granted Miscellaneous Licences in the East Kimberley region of Western Australia (“Tenements”) covering an area of approximately 473 square kilometres.

The Tenements have been previously explored and contain a high grade, high quality fl uorite vein system with Indicated and Inferred Resources of 4.4Mt at 23.6% CaF2 (“Fluorite Project”).

In 2006 a reconnaissance drilling programme discovered previously unknown PGE+Au (“Platinum group elements plus gold”) and vanadium mineralisation within the Tenement area. The Tenement area is also prospective for nickel and copper mineralisation.

The prospectivity of the exploration results in 2006, which are described in more detail in Section 4, has led to the decision by the Company to seek admission to the ASX and raise further funds by the issue of this Prospectus to further explore the potential of the Tenements.

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NiPlats Australia Limited Project Location

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4 niplats australia limited prospectus

O V E R V I E W O F T H E C O M P A N Y

CORPORATE OBJECTIVES AND STRATEGIES

The Company’s principal objective is to create shareholder wealth through the discovery and development of mineral deposits. This objective will be met through the assessment of a range of mineral commodities located within the existing Tenements. It is committed to applying the Company funds in an effi cient manner and providing above average and sustainable returns through both capital appreciation and the payment of dividends when in a position to do so.

In order to achieve its objectives the Company has developed the following strategies:

Short Term: Exploration focused on PGE+Au, nickel-copper, vanadium and copper-gold potential of the Tenements. NiPlats will also add value to the Fluorite Project by further drilling of the Tenements for the purposes of increasing the identifi ed fl uorite resource;
Medium Term: Defi ne resources in the Tenements and advance further identifi ed resources and the Fluorite Project to a feasibility stage, and if economically viable, commence mine development; and
Long Term: Expand the operations by building mineral reserves within the Tenements and create diversifi ed future opportunities through independent assessment of other opportunities in Australia and pay dividends.

OFFER

The Offer is open to public investors for a total of 15,000,000 Shares at an issue price of 20 cents each. Applications must be made on the Application Form enclosed with this Prospectus. Further details of the Offer are set out in Section 2 of this Prospectus.

EXPENDITURE PLANS

The purpose of the Offer is to raise funds to:

fund exploration of Tenements for PGE+Au, nickel-copper, vanadium and copper-gold;
fund the further exploration and assess the potential for development of the Fluorite Project;
provide funds for the administration of the Company;
meet the expenses of the Offer of approximately $360,000; and
provide working capital.

The NiPlats Tenements are one contiguous block and the allocation of funds involves a primary focus on the exploration for PGE+Au, nickel-copper, vanadium and copper-gold within the Tenement block. The fl uorite project is also located within the same Tenement block.

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niplats australia limited prospectus 5

O V E R V I E W O F T H E C O M P A N Y

The funds raised from the Offer, together with working capital held by the Company, are expected to be applied as follows.

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Funds Available Offer Subscription
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Funds Available	Offer Subscription
Working capital on hand Funds raised under the Offer Cost of the Issue Total Funds Available	$2,484,219 $3,000,000 ($360,000)
	$5,124,219

ALLOCATION OF FUNDS Year 1: Exploration of Tenements Drilling Geological management Geochemical surveys Consultants and studies Assays Tenure Earthworks Other Corporate and administration Subtotal Year 1 Year 2: Exploration of Tenements Drilling Geological management Assays Consultants and studies Geochemical surveys Tenure Earthworks Other Corporate and administration Subtotal Year 2 Working capital Total Funds Allocated	$500,000 $200,000 $200,000 $100,000 $120,000 $80,000 $80,000 $305,000 $397,900
	$1,982,900
	$600,000 $200,000 $200,000 $150,000 $100,000 $85,000 $80,000 $345,000 $388,900
	$2,148,900
	$992,419
	$5,124,219

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6 niplats australia limited prospectus

O V E R V I E W O F T H E C O M P A N Y

Details of the expenditure for the exploration of the Tenements are included in the Independent Geologists Report in Section 4.

WORKING CAPITAL

Upon completion of the Issue, the Directors believe that the Company will have suffi cient working capital to carry out its stated short and medium term objectives.

PROJECTS

Details of the Tenements are included in the Independent Geologists’ Report in Section 4.

Overview

NiPlats has established a portfolio of 100% owned Tenements covering approximately 473 square kilometres in the East Kimberley region of Western Australia.

Recent discovery of PGE+Au mineralisation in the Tenement area has generated the opportunity for additional exploration. Similar geological settings elsewhere in the world have yielded PGE mineralisation.

In addition to this PGE+Au opportunity, the Tenement area has also shown to be prospective for a range of mineralisation including:

Nickel-copper;
Vanadium;
Copper-gold associated with the existing fl uorite mineralisation;
Copper-gold associated with quartz sulphide breccias; and
Epithermal gold deposits.

The Tenements contain a high grade quality fl uorite deposit with Indicated and Inferred Resources of 4.4Mt at 23.6% CaF2. The value of the Tenements are underpinned by this previously identifi ed fl uorite deposit which may provide the opportunity for early cashfl ow via the production of an acid-grade concentrate, providing additional resources can be identifi ed and marketing challenges overcome.

Location & History

The NiPlats Tenements are located approximately 110 kilometres southwest of Kununurra and 100 kilometres south of the port of Wyndham in the Kimberley region of Western Australia. The Tenements are accessed via 45 kilometres of unsealed tracks from the sealed Great Northern Highway.

Fluorite was fi rst recorded in the area in 1905 with the fi rst resources defi ned in the 1970’s, with further development of the resource in the intervening years until the current time.

Opportunity

The geology of the area supports a variety of mineralisation, as shown through the exploration results of NiPlats and other exploration success in nearby areas as well as the establishment of large scale mining operations in the Kimberley.

The Company has prepared a comprehensive two year exploration and evaluation programme for its existing Tenement areas. The proposed second year programme is dependent upon results obtained within the fi rst year and will be refi ned and varied based on those results.

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niplats australia limited prospectus

O V E R V I E W O F T H E C O M P A N Y

In the opinion of the Directors, NiPlats represents an excellent strategic opportunity for the following key reasons:

the 2006 discovery of PGE+Au mineralisation;
evidence of proven mineralisation in similar geological settings elsewhere in the world;
wide range of mineralisation evident in the Tenement area;
existing Fluorite Project with established Indicated and Inferred resources of Calcium Fluoride;
potential for the development of a mine to produce acid-grade concentrate; and
access to excellent technical resources and expertise.

Details of the Company’s Tenements are included in the Independent Geologists’ Report in Section 4.

TITLE AND LICENCE INFORMATION

The Company holds 100% interest in three granted Mining Leases, two granted Exploration Licences and two granted Miscellaneous Licences in Western Australia (“Tenements”). Details of the interests in the Tenements are included in the Independent Geologists Report in Section 4, and the Solicitors’ Report on Tenements in Section 7 of this Prospectus. The area covered by the Tenements is approximately 473 square kilometres. The Tenements are registered in the name of Speewah Mining Pty Ltd, a wholly owned subsidiary of NiPlats.

A summary of the Tenements are as follows:

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Tenement Tenement Type Holder Granted
Number Area km [2]
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M80/267 Mining Lease Speewah Mining Pty Ltd M80/268 Mining Lease Speewah Mining Pty Ltd M80/269 Mining Lease Speewah Mining Pty Ltd E80/2863 Exploration Licence Speewah Mining Pty Ltd E80/3657 Exploration Licence Speewah Mining Pty Ltd L80/43 Miscellaneous Licence Speewah Mining Pty Ltd L80/47 Miscellaneous Licence Speewah Mining Pty Ltd Total Area km2	4.9 6.0 7.5 218.0 218.0 18.5 0.2
	473.1

Management

The current Board comprises Anthony Barton and Keith Liddell who have extensive Australian and international mining industry experience, and Richard Wolanski who has extensive public company and fi nancial management experience.

The Company has a strong team of contractors experienced in the mining industry to provide technical support. Additional staff will be appointed as and when required.

Further details on the Directors are contained in Section 3 of this Prospectus.

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8 niplats australia limited prospectus

S E C T I O N 2 d e t a i l s o f t h e o f f e r t o t h e p u b l i c

DESCRIPTION OF THE OFFER TO THE PUBLIC

By this Prospectus, the Company invites investors to subscribe for a total of 15,000,000 Shares in the Company at an issue price of 20 cents each to raise $3,000,000.

The rights attaching to the Shares are summarised in Section 9 of this Prospectus.

INDICATIVE DATES

Prospectus lodged with the ASIC 3 July 2007 Applications open 10 July 2007 Applications close 20 August 2007 Trading on the ASX 3 September 2007

These dates are indicative only and may vary. The Company reserves the right to vary the opening and closing dates of the Offer without prior notice. Applicants are encouraged to apply as soon as possible after the Offer opens, as the Offer may close earlier than the date specifi ed above. The Company also reserves the right not to continue with the Offer at any time before the allotment of Shares to successful Applicants.

APPLICATIONS FOR SHARES

If you wish to participate in the Offer, you should complete the Application Form attached to this Prospectus.

The Offer is for a total of 15,000,000 Shares.

Applicants may apply for a minimum parcel of 10,000 Shares representing a minimum investment of $2,000. Applicants requiring additional Shares must apply for Shares in multiples of 2,500 Shares (equivalent to $500) thereafter.

LODGEMENT OF APPLICATION FORM

To apply for Shares offered pursuant to this Prospectus, the Application Form accompanying this Prospectus must be completed in accordance with the instructions accompanying it and lodged at the following address, on or before the Closing Date:

Delivered to: By post to: NiPlats Australia Limited NiPlats Australia Limited Level 22, Allendale Square PO Box Z5152 77 St Georges Tce Perth WA 6831 Perth WA 6000

Applications must be accompanied by payment in full in Australian currency of 20 cents for each Share applied for. Payment must be by way of cheque or bank draft drawn on and payable on an Australian bank and should be made payable to “NiPlats Australia Limited – Share Application Account” and crossed “Not Negotiable”.

No brokerage or stamp duty is payable by Applicants in respect of their Applications for Shares under this Prospectus. The amount payable on Application will not vary during the period of the Offer and no further amount is payable on allotment.

A duly completed and lodged Application Form will constitute an offer by the Applicant to subscribe for the number of Shares applied for pursuant to the Application Form.

Application Forms must not be circulated to prospective investors unless accompanied by a copy of this Prospectus.

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niplats australia limited prospectus

D E T A I L S O F T H E O F F E R T O T H E P U B L I C

MINIMUM SUBSCRIPTION

The minimum subscription pursuant to the Offer is for 15,000,000 Shares to raise $3,000,000.

No Shares will be allotted or issued until the minimum subscription has been received. If the minimum subscription is not achieved within four months after the date of issue of this Prospectus, the Company will either repay the Application monies to the Applicants, or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application monies.

ALLOTMENT OF SHARES

The acceptance of Applications and the allocation of Shares are at the sole discretion of the Directors. The Company reserves the right to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies, or to reject an Application. If the number of Shares allotted is fewer than the number applied for, surplus Application monies will be refunded without interest.

Application monies will be held in trust in a subscription account until allotment, or where applicable, it is repaid to the Applicants. The subscription account will be established and kept by the Company on behalf of the Applicants.

All interest earned on all Application monies (including those which do not result in allotment of Shares) will be retained by the Company.

BROKERS

The Company may pay a fee of up to 5% of the amount subscribed (and accepted by the Company) to any holders of Australian fi nancial services licences in respect of Applications arranged by such holders. No brokerage or stamp duty will be payable by Applicants subscribing for Shares under this Prospectus.

UNDERWRITING

The Offer is not underwritten.

ASX LISTING

Application will be made by the Company to the ASX, within seven days after the date of this Prospectus, for the Company to be admitted to the Offi cial List and for the Shares offered under this Prospectus to be admitted for quotation on the ASX.

If the Company is not admitted to the Offi cial List and the Shares offered under this Prospectus not admitted to quotation on the ASX within three months after the date of this Prospectus, all Application monies will be refunded without interest and no Shares will be issued.

The ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may admit the Company to its Offi cial List and grant quotation of the Company’s Shares under this Prospectus is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

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10 niplats australia limited prospectus

D E T A I L S O F T H E O F F E R T O T H E P U B L I C

CHESS

The Company participates in CHESS, operated by the ASTC, a wholly owned subsidiary of the ASX, in accordance with the Listing Rules and the ASTC Settlement Rules.

Under this system, the Company will not issue certifi cates to investors. Instead, shareholders will receive a statement of their holdings in the Company. If an investor is broker-sponsored, the ASTC will send them a CHESS statement.

The CHESS statement will set out the number of securities allotted to each holder under the Prospectus, give details of the shareholder’s holder identifi cation number, and give the participant identifi cation number of the sponsor.

If you are registered on the Issuer Sponsored Subregister, your statement will be dispatched by the share registry and will contain the number of securities allotted under the Prospectus and the shareholder’s security holder reference number.

A CHESS statement, or Issuer Sponsored Statement, will routinely be sent to shareholders at the end of any calendar month during which the balance of their holding changes. A shareholder may request a statement at any other time, however, a charge may be made for additional statements.

OVERSEAS INVESTORS

No action has been taken to register or qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. The Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia.

RESTRICTED SHARES

The ASX may require that certain shareholders enter into agreements that restrict dealings in Shares held by them. These agreements will be entered into in accordance with the Listing Rules.

FINANCIAL FORECASTS AND FORWARD LOOKING STATEMENTS

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

ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential investors in the Company, and should be read in its entirety. If after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent fi nancial adviser.

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niplats australia limited prospectus

D E T A I L S O F T H E O F F E R T O T H E P U B L I C

PRIVACY ACT

The Company collects information about each Applicant from an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, (including mailing houses), the ASX, the ASIC and other regulatory authorities.

If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company’s register is also used to facilitate distribution payments and corporate communications (including the Company’s fi nancial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

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

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12 niplats australia limited prospectus

S E C T I O N 3 d i r e c t o r s a n d m a n a g e m e n t

DIRECTORS AND MANAGEMENT

Mr Anthony Barton, Non Executive Chairman

Mr Barton has been involved in founding and growing a number of successful listed public companies. Mr Barton has extensive experience in capital markets, corporate fi nance, funds management and venture capital. Mr Barton has had advisory roles in the incorporation and listing of many Australian based resource companies, including Mineral Securities Limited, Sally Malay Mining Ltd and CopperCo Limited.

Mr Barton is the founding Executive Chairman of the boutique investment bank Australian Heritage Group. Mr Barton is a graduate of the Royal Melbourne Institute of Technology with a Bachelor of Business (Accountancy) degree and he has 30 years of commercial experience having also acted in senior executive and director capacities for two leading Australian stockbroking fi rms.

Mr Keith Liddell, Non Executive Director

Mr Liddell has built a reputation in the minerals industry as an experienced metallurgical engineer and resource company manager as Executive Chairman of Mineral Securities Limited. Mr Liddell has particular experience in developing resource projects for the platinum group metals, base metals, gold, diamonds and industrial minerals, his engineering skills are applied across the board. Mr Liddell holds a number of patents to his name.

During his time as Managing Director of Aquarius Platinum Limited he successfully acquired, fi nanced and developed a number of platinum projects in South Africa including the Kroondal Platinum Mine. As representative of Mineral Securities Limited, Mr Liddell is Non Executive Chairman of CopperCo Limited, Tianshan Goldfi elds Limited and Executive Deputy Chairman of Platmin Limited.

Mr Liddell has a BSc (Minerals Engineering), MSc (Engineering) and is a registered Professional Engineer in Australia, South Africa and the United Kingdom.

Mr Richard Wolanski, Executive Director and Company Secretary

Mr Wolanski has extensive professional experience in both Australian and international fi nance industries. He has provided corporate, strategic and fi nancial advisory assistance to public companies in Australia, Singapore and the United Kingdom.

Mr Wolanski is a Chartered Accountant and his qualifi cations include a Bachelor of Commerce from the University of Western Australia.

CORPORATE GOVERNANCE STATEMENT

NiPlats has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. To the extent they are applicable; the Company has adopted the Ten Essential Corporate Governance Principles and Best Practice Recommendations (“Recommendations”) as published by ASX Corporate Governance Council.

As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

The Board sets out below its “if not, why not” report in relation to those matters of corporate governance where the Company’s practices depart from the Recommendations.

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niplats australia limited prospectus

D I R E C T O R S A N D M A N A G E M E N T

PRINCIPLE 2 RECOMMENDATION 2.1

Notifi cation of Departure

The Board does not have a majority of independent directors. It is comprised of three non-independent directors.

Explanation for Departure

The existing structure is considered appropriate given the small scale of the Company’s enterprise and the associated economic restrictions this places on the Company. The existing structure is aimed at maximising the fi nancial position of the Company by keeping its operating costs to a minimum.

PRINCIPLE 2 RECOMMENDATION 2.2

Notifi cation of Departure

The Board does not have an independent Chairman.

Explanation for Departure

PRINCIPLES 2 AND 9 RECOMMENDATIONS 2.4 AND 9.2

Notifi cation of Departure

Separate nomination and remuneration committees have not been formed. However, the Company has adopted Nomination and Remuneration Committee Charters.

Explanation of Departure

The role of the nomination and remuneration committees is carried out by the full Board in accordance with the appropriate charters. The Board considers that at this stage, no effi ciencies or other benefi ts would be gained by establishing separate committees.

PRINCIPLE 4 RECOMMENDATION 4.2 AND 4.3

Notifi cation of Departure

A separate audit committee has not been formed.

Explanation for Departure

The role of the audit committee is carried out by the full Board. The Board considers that given its size, no effi ciencies or other benefi ts would be gained by establishing a separate audit committee.

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14 niplats australia limited prospectus

S E C T I O N 4

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i n d e p e n d e n t g e o l o g i s t ’ s r e p o r t

27th June 2007

The Directors NiPlats Australia Limited Level 22, Allendale Square 77 St Georges Terrace Perth WA 6000

Dear Sirs,

CSA Australia Pty Ltd (“CSA”) has been commissioned by NiPlats Australia Limited (“NiPlats”) to provide an Independent Consulting Geologist’s Report on a mineral exploration property located in Australia in which NiPlats has an interest. This report is to be included in a Prospectus to be lodged with the Australian Securities and Investments Commission (“ASIC”) on or about 2 July 2007, offering for subscription 15 million Shares at an issue price of 20¢ per Share (the “Prospectus”), to raise a total of $3.0 million (before costs associated with the issue). The funds raised will be used for the purpose of exploration and evaluation of the mineral properties.

CSA has not been requested to provide an Independent Valuation, nor have we been asked to comment on the Fairness or Reasonableness of any vendor or promoter considerations, and we have therefore not offered any opinion on these matters.

CSA has based its review of the NiPlats project on information provided by NiPlats, along with technical reports prepared by Government agencies and previous tenements holders, and other relevant published and unpublished data. NiPlats has commissioned compilation reports summarising previous exploration activities and these reports are listed with the other principal sources of information in Section 4. A site visit was completed by the author in 2003. A fi nal draft of the report was provided to NiPlats, along with a written request to identify any material errors or omissions prior to lodgement. Where appropriate, and in accordance with ASIC Practice Note 55 and Update 183, consent has been obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

The NiPlats project area is understood to consist of 3 granted Mining Leases, 2 granted Exploration Licences and 2 granted Miscellaneous Licences, covering an aggregate area of approximately 473 square kilometres. The legal status, including Native Title considerations, associated with the tenure of the NiPlats properties is the subject of a separate Solicitor’s Report, which appears in Section 7 of the Prospectus. These matters have not been independently verifi ed by CSA. The present status of tenements listed in this report is based on information provided by NiPlats, and the report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation.

The Independent Consulting Geologist’s Report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (“The Valmin Code”), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and guidelines issued by such bodies as the ASIC and Australian Stock Exchange (ASX), which pertain to Independent Expert Reports.

The mineral properties, in which NiPlats has or is earning an interest, are considered to be “exploration projects” which are inherently speculative in nature. CSA considers, nonetheless, that the projects have been acquired on the basis of sound technical merit. The properties are also considered to be suffi ciently prospective, subject to varying degrees of exploration risk, to warrant further exploration and assessment of their economic potential, consistent with the proposed programmes.

Exploration and evaluation programmes summarised in the report amount to a total expenditure of approximately $3.3 million, of which NiPlats plans to spend approximately $1.6 million in the fi rst year of assessment. NiPlats intends to raise $3.0 million, and at least half the liquid assets held, or funds proposed to be raised by NiPlats, are understood to be committed to the exploration, development and administration of the mineral properties, satisfying the requirements of ASX Listing Rules 1.3.2(b) and 1.3.3(b). CSA also understands that NiPlats has suffi cient working capital to carry out its stated objectives, satisfying the requirements of ASX Listing Rule 1.3.3(a). NiPlats has prepared staged exploration and evaluation programmes, specifi c to the potential of the projects, which are consistent with the budget allocations. CSA considers that the relevant areas have suffi cient technical merit to justify

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the proposed programmes and associated expenditure satisfying the requirements of ASX Listing Rule 1.3.3(a). The proposed exploration budget also exceeds the anticipated minimum annual statutory expenditure commitment on the various project tenements.

The Independent Consulting Geologist’s Report has been prepared on information available up to and including 27th June 2007. CSA has provided consent for the inclusion of the Independent Consulting Geologist’s Report in Section 4 of the Prospectus, and to the inclusion of statements made by CSA in Section 1 of the Prospectus, in the form and context in which the report and those statements appear, and has not withdrawn that consent before lodgement of the Prospectus with the ASIC.

CSA is an exploration, mining and resource consulting fi rm, which has been providing services and advice to the international mineral industry and fi nancial institutions since 1987. This report has been compiled by Mr Gerry Fahey, who is a professional geologist with 32 years experience in the exploration and evaluation of mineral properties within Australia and worldwide. Mr Fahey is Director of CSA, and a Chartered Professional and Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). Mr Fahey has the appropriate relevant qualifi cations, experience, competence and independence to be considered an “Expert” under the defi nitions provided in the Valmin Code and a “Competent Person” as defi ned in the JORC Code.

Neither CSA, nor the author of this report, has or has had previously, any material interest in NiPlats or the mineral properties in which NiPlats has an interest. Our relationship with NiPlats is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

Yours faithfully

CSA Australia Pty Ltd

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Gerry Fahey Director

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T A B L E O F C O N T E N T S

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EXECUTIVE SUMMARY _____________18
1 Introduction _________________19
2 Project Details _______________20
2.1 Location, Access and Physiography ______________ 20
2.2 Tenure _______________ 21
2.3 Geology and Mineralisation ________________ 22
2.3.1 PGE+Au+V mineralisation ______________ 22
2.3.2 Copper-Gold _____________ 25
2.3.3 Epithermal Gold ___________ 26
2.3.4 Fluorite ____________ 26
2.4 Exploration and Development History _____________ 26
2.5 Exploration Potential _______________ 27
2.6 Exploration Strategy and Budget ___________ 27
3 Glossary of Technical Terms _______________29
4 Principal Sources of Information ___________32
LIST OF TABLES
Table1 – Fluorite Resources at 10% CaF2Cut-off ______________ 19
Table 2.3.4_1 – Fluorite Resources at 10% CaF2Cut-off ______________ 26
Table 2.6_1 – Proposed Exploration Expenditure to June 2009 ________ 28
LIST OF FIGURES
Figure 2.1_1 – NiPlats Project Location ________________ 20
Figure 2.2_1 – Tenement Map ____________ 21
Figure 2.3_1 – Regional Geology ________________ 23
Figure 2.3.1_1 – Aeromagnetic Image of Speewah Dome _____________ 24
Figure 2.3.1_2 – Schematic Cross Section of Targets in Speewah Dome ____________ 25
LIST OF APPENDICES
Appendix 1: Tenement Schedule

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EXECUTIVE SUMMARY

NiPlats Australia Limited (“NiPlats”) has compiled a mineral exploration project in the East Kimberley region of Western Australia (Figure 1). The portfolio of tenements has potential for the discovery and development of platinum group elements plus gold (“PGE+Au”), nickel-copper, vanadium, copper-gold, gold-silver and fl uorite deposits in several geological settings.

Figure 1 NiPlats Project Location

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The project tenements collectively comprise an aggregate area of approximately 473 square km, within the Proterozoic Speewah Dome and along the regionally extensive Greenvale Fault Zone which defi nes the western margin of the Halls Creek Mobile Belt.

In 2006, NiPlats reconnaissance reverse circulation drilling programme discovered previously unknown PGE+Au and vanadium (V) mineralisation in a newly mapped magnetite olivine-gabbro-unit of the Hart Dolerite within the Speewah Dome. The Hart Dolerite, a mafi c igneous complex, forms a large igneous province within the Kimberley Block. The gabbroic intrusive phases are also prospective for nickel and copper mineralisation along the basal contacts or in feeder structures.

The NiPlats project area also has potential to host epithermal gold mineralisation. Recent gold exploration success by neighbouring explorers at the Wilson River and Dunham projects, south and east of the NiPlats tenements, indicates the emergence of a new gold province in the zone between the eastern margin of the Kimberley Block and the Halls Creek Orogen.

There are several occurrences of copper with gold mineralisation, either associated with fl uorite mineralisation, or in quartz sulphide breccias.

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In addition to the prospectivity for PGE+Au, Ni and Cu, NiPlat’s project also hosts a fl uorite vein system with combined Indicated and Inferred Resources of 4.4Mt at 23.6% CaF2 (at a cut-off grade of 10% CaF2) within the ABC deposit, as tabled below.

Table 1 Fluorite Resources at 10% CaF2 cut-off

Mt	Indicated %CaF2	Mt	Inferred %CaF2	Mt	Total %CaF2
3.8	23.5	0.5	24.2	4.4	23.6

The NiPlats properties have been acquired on the basis of sound technical merit. They provide NiPlats with the opportunity to explore for PGE+Au, copper-gold and gold. While these targets are speculative in nature, NiPlats intends to rapidly assess the property via its initial exploration programmes. In addition, the project area also hosts a high grade, high quality fl uorite resource, which provides the opportunity to generate an early cashfl ow via the production of an acid-grade concentrate, providing additional resources can be identifi ed and marketing challenges overcome.

NiPlats has provided comprehensive work programs and budgets covering the initial two years of exploration on the project area that are consistent with the exploration potential of the properties. The proposed exploration budgets are considered adequate to meet the cost of the anticipated programs and meet the minimum statutory expenditure requirements on the project tenements.

INTRODUCTION

CSA Australia Pty Ltd (CSA) has been commissioned by NiPlats Australia Limited (“NiPlats”) to provide an Independent Geologist’s Report for inclusion in a Prospectus to facilitate the listing of NiPlats on the Australian Stock Exchange. NiPlats holds a 100% interest in the tenements within the project area located in Western Australia.

CSA has based its review of the NiPlats property on information provided by NiPlats, along with technical reports prepared by government agencies and previous tenement holders, and other relevant published and unpublished data. NiPlats has prepared compilation reports summarising previous exploration activities and these reports are listed with the other principal sources of information in Section 4.

A site visit was undertaken to the NiPlats property in 2003 as part of the fl uorite resource estimate work. CSA has also made all reasonable enquires to establish the authenticity and completeness of the technical data on which it has relied. A fi nal draft of the report was also provided to NiPlats, along with a written request to identify any material errors or omissions, prior to lodgement.

Where appropriate, and in accordance with ASIC Practice Note 55 and Update 183, consent has been obtained to quote opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

The Independent Geologist’s Report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (“The Valmin Code”), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and guidelines issued by such bodies as the ASIC and Australian Stock Exchange (ASX), which pertain to Independent Expert Reports.

The legal status associated with the tenure of the NiPlats tenements is addressed in Section 7 of this Prospectus and these matters have not been independently verifi ed by CSA. The present status of tenements listed in this report is based on information provided by NiPlats, and the report has been prepared on the assumption that the tenements are, or will prove to be, lawfully accessible for evaluation.

CSA is a mining industry consulting fi rm, which has been providing services and advice to the international mineral industry and fi nancial institutions since 1987. This report has been compiled by Gerry Fahey who is a professional geologist with 32 years experience in the exploration and evaluation of mineral properties internationally. Gerry Fahey is a Director of CSA and a Chartered Professional and Member of the Australasian Institute of Mining and Metallurgy (AusIMM). The author has the appropriate relevant qualifi cations, experience, competence and independence to be considered as an “Expert” under the defi nitions provided in the Valmin Code.

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Neither CSA nor the author of this report has, or has had previously, any material interest in NiPlats or the mineral properties in which NiPlats has, or is earning, an interest. Our relationship with NiPlats is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

2 PROJECT DETAILS

2.1 Location, Access and Physiography

The NiPlats project is located approximately 110km southwest of Kununurra and 100km south of the port of Wyndham within the Lissadell 1:250,000 geological map sheet (GSWA) in the Kimberley region of Western Australia (Figure 2.1_1). The project is accessed via the sealed Great Northern Highway from Kununurra to Doon Doon, thence approximately 45 km of unsealed tracks of the Doon Doon pastoral station. The Woolah indigenous community at Doon Doon, located on the Great Northern Highway, represents the nearest habitation. The region experiences a climate consistent with a semi-arid to arid monsoonal regime. It is characterised by warm dry winters and hot wet summers. The topography of the project area has steep ridges separating broad valleys that contain locally incised stream and river systems. Most drainages fl ow during the wet season, but even major streams, such as the Dunham River, reduce to scattered water-holes during the dry season.

Figure 2.1_1NiPlats Project Location

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2.2 Tenure

The NiPlats project comprise three Mining Leases (“ML”), two Exploration Licences (“EL”) and two Miscellaneous Licences (“L”) covering an aggregate area of approximately 473 square kilometres as shown on Figure 2.2_1. The tenements are registered in the name of Speewah Mining Pty Limited, a wholly owned subsidiary of NiPlats Australia Limited. Tenement details are presented in Appendix 1.

Figure 2.2_1 Tenement Location Plan

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2.3 Geology and Mineralisation

The NiPlats project is located near the western margin of the Halls Creek Mobile Belt, which is separated from the Kimberley Block to the west by the regional- and crustal-scale Greenvale Fault Zone. In the NiPlats project area, the Greenvale Fault Zone hosts fl uorite and barite deposits, basalt feeder vents and carbonatites. Elsewhere in the Kimberley, the same fault system hosts porphyry-style Cu, epithermal Au mineralisation, and diamondiferous kimberlites.

The Kimberley Block is characterised by fl at-lying and gently metamorphosed early to late Proterozoic sediments and volcanics, intruded by the Hart Dolerite, and overlain in small areas by basaltic volcanics in the Cambrian (Figure 2.3_1). The NiPlats tenements are located on the western and relatively undeformed margin of the Kimberley Block, where they cover an antiformal structure known as the Speewah Dome and a section of the Greenvale Fault that hosts fl uorite and barite mineralisation. The dome is elongated north-south, and measures approximately 50 by 30km, the core of which is dominated by the Hart Dolerite. The Hart Dolerite is a composite intrusion of dolerite and gabbro, magnetite-bearing olivine gabbro and more felsic units. Age dating shows that the dolerite was emplaced into sandstones and siltstones of the Proterozoic-age Speewah Group around 1,790 million years ago (“Ma”). The Hart Dolerite has been described as one of the largest mafi c complexes in the world, which together with the Carson Volcanics, forms a large igneous province within the Kimberley Block. The only other intrusive rocks in the project area are carbonatite dykes and plugs associated with fl uorite mineralisation.

Larger scale mining operations have been established in the Kimberley regions at the Argyle and Ellendale Diamond Mines, Cadjebut-Pillara Pb-Zn Mines and the Sally Malay Ni-Cu-Co Mine (Figure 2.1_1). The Kimberley region is being actively explored by a number of companies for a range of commodities. This work has discovered kimberlites immediately north of Speewah in the Saw Range and epithermal gold-bearing veins to the south and south-east.

In response to the new discoveries of epithermal gold mineralisation and kimberlites, the NiPlats project area could be prospective for a range of metals in addition to fl uorite.

2.3.1 PGE Au V mineralisation

Drilling by NiPlats in 2006 discovered stratabound orthomagmatic PGE+Au and vanadium-mineralisation within the magnetite olivine gabbro phase of the Hart Dolerite (Figure 2.3_1). Two reverse circulation (“RC”) drill holes (SRC115 and 116 in Figure 2.3.1_2) intersected a 1.0 metres interval with anomalous PGE and Au values of 0.25g/t combined Pt+Pd+Au, at the sulphide phase boundary and straddling the magnetite phase boundary. In this model, sulphur saturation is induced by loss of FeO to magnetite precipitation. The dominant sulphides in these systems are fi ne-grained, intercumulus and Cu dominant, comprising bornite, chalcocite, chalcopyrite and covellite, plus minor pyrite. The copper represents a useful target for identifying these PGE bearing intrusives, as demonstrated by historical soil sampling of the eastern part of the dome in the late 1960’s. Signifi cantly, within the same gabbro unit, rock chip copper assays to 2.5% Cu are found in quartz-sulphide breccia outcrops.

Drill holes SRC115 and SRC116 also reported a 50 metre thick vanadiferous magnetite-rich olivine gabbro horizon averaging 0.30% V2O5, with a higher grade interval of 22m at 0.35% V2O5. Metallurgical testwork confi rmed the magnetite is vanadiferous, assaying 1.6-2.4% V2O5.

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Figure 2.3_1 Regional Geology

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Figure 2.3.1_1 Aeromagnetic Image of Speewah Dome (Blue and dark blue areas cover gabbro)

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Figure 2.3.1_2 Schematic Cross Section across eastern half of the Speewah Dome showing known mineralisation and conceptual PGE+Au and Ni-Cu targets

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2.3.2 Copper-Gold

The East Kimberley Region contains a number of structurally controlled occurrences of base-metal mineralisation, including the Pb-Ag-Cu-Au-rich Martins Prospect in the NiPlats project area (Figure 2.3_1). A rock chip sample of a the quartz vein from a shallow costean assayed 1.85 g/t Au, 590 g/t Ag, 1.35% Cu, 5.0% Pb, 1.65% Sb and 1.22% As.

A sample from a fl uorite rich phase of a carbonatite dyke at West Ridge (near the West Vein occurrence, Figure 2.3_1) has returned 0.16% Cu, 0.2g/t Au and 46% CaF2. Elsewhere in the World, carbonatites and related alkaline intrusives such as Palabora (South Africa), Okorusu (Namibia) and Amba Dongar (India), are associated with fl uorite, copper, rare-earth element enrichment, and the presence of U-bearing minerals.

A reconnaissance rock chip sampling programme completed in 2002 returned signifi cant gold and copper values in two of nine samples from the Greenvale Fault Zone within the mining leases south of the ABC deposit (Figure 2.3.1_1). SS2 assayed 0.67 g/t Au, 11 g/t Ag, 12.2% Cu and 43.35% CaF2 and SS8 assayed 0.55 g/t Au, 1.5 g/t Ag, 0.25% Cu and 16.84% CaF2. These are the fi rst surface samples that have shown a gold-copper association with fl uorite mineralisation.

Copper values have been intersected in drill holes associated with a later barite rich, hematite altered zone along the structures hosting the fl uorite resource. SRC001 intersected 27 metres at 0.32% Cu, from 19 metres - 26 metres including a single metre intercept of 1.0% Cu.

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2.3.3 Epithermal Gold

Recent gold exploration success by neighbouring explorers at the Range and Hunter Prospects, 50km south and 20km east of Speewah respectively, indicates the emergence of a new gold province in the zone between the eastern margin of the Kimberley Block and the Halls Creek Orogen. The targets are high level epithermal style gold bearing quartz veins. Drilling in 2005 and 2006 at the Range Prospect gave a best intersection of 5 metres at 15.08g/t Au (and 34.94g/t Ag). Additionally, in 2006, high-grade gold and silver values returned from rock chip sampling of quartz veins at the Hunter Prospect (Figure 2.3_1), with a best result of 31.73g/t Au (and 14.9g/t Ag).

Within the Speewah Dome there are several kilometres of epithermal-textured quartz adularia veins along the Greenvale Fault Zone and its splay structures. Limited sampling of quartz veins and breccias has returned anomalous Au (to 0.19g/t) and Ag (to 17.5g/t) at surface. Systematic sampling along these veins and deeper drilling may identify shoots containing high grade gold values.

2.3.4 Fluorite

The Project area has potential to host a large, high quality fl uorite resource within the ABC deposit (Figure 2.3_1), suitable for producing an acid grade concentrate. Previous drilling has delineated a combined Indicated and Inferred resource of 4.4Mt at 23.6% CaF2 (at a cut-off grade of 10% CaF2) within the ABC deposit, with 3.8Mt in the Indicated category. These resources have been classifi ed according to the Australasian Code for Reporting of Identifi ed Mineral Resources and Ore Reserves published by the Joint Ore Reserves Committee (JORC) in December 2004, as given in Table 2.3.4_1 below.

Table 2.3.4_1 Fluorite Resources at 10% CaF2 cut-off

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

|||||||
|---|---|---|---|---|---|
|Indicated|Inferred|Total|
|Mt|%CaF2|Mt|%CaF2|Mt|%CaF2|
|3.8|23.5|0.5|24.2|4.4|23.6|

----- End of picture text -----

Reconnaissance drilling undertaken in 2006 by NiPlats confi rmed the B Vein South, West Vein and E Vein structures have potential to increase the fl uorite resource.

2.4 Exploration and Development History

Fluorite was fi rst recorded at Speewah in 1905. In 1927, Blatchford described Martins Lead Mine, about 20km further north. Intermittent exploration activity is understood to have occurred in the 1920’s and the 1940’s though details of this activity are unknown. Various large companies conducted exploration for base metals, uranium and heavy minerals through the area (including the ground now held by NiPlats) from 1967 to 1971.

Exploration and drilling during 1972 to 1973 identifi ed nine fl uorite vein sets and delineated “resources” of 1.45Mt at 48.1% CaF2 for the ABC fl uorite deposit (at 30% CaF2 cut-off to a depth of 150m). This estimate consisted of 0.9Mt at 50% CaF2 Indicated and 0.6Mt at 44.8% CaF2 Inferred.

During the 1970’s and 1980’s, a number of companies held various tenements in the Speewah Valley. These groups carried out exploration for base metals, diamonds, fl uorite and barite, without recorded success.

In 1984, subsequent explorers acquired tenements over the fl uorite deposit and began working on the theory that fl uorite mineralisation may be indicative of areas prospective for epithermal gold mineralisation.

In 1987 a programme of gold and base metal reconnaissance sampling was conducted along with a drilling programme on the fl uorite deposit. The total Measured, Indicated and Inferred Resources was estimated to be 3.87Mt at 25% CaF2 (at a 13% cut-off grade, and to 60m below the Dunham River datum) for the ABC fl uorite deposit. This Mineral Resource estimate consisted of 1.9Mt at 26% CaF2 Measured, 0.4Mt at 24% CaF2 Indicated and 1.6Mt Inferred at similar grade. Between 1990 and 1997, order of magnitude cost and scoping studies on the fl uorite deposit were evaluated, but fl uctuating fl uorite prices and the resource size prevented development. In 2001 corporate focus changed to technology and the project was sold to NiPlats in May 2002.

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In late 2002, NiPlats undertook mapping and drilling of the fl uorite deposit, and identifi ed additional fl uorite veins and wide drill intercepts.

A Feasibility Study was commenced by a mining company in 2003 on the fl uorite deposit to confi rm resources and reserves, conduct metallurgical testing, prepare a fl ow sheet, capital and operating cost estimates, and evaluate marketing assumptions. In 2004 a Mineral Resource estimate based on the RC and diamond drilling programmes completed in 2003. This work produced an Indicated and Inferred resource of 13.0Mt at 11.3% CaF2 in the fl uorite deposit using a 2% CaF2 cut-off within the limits of the drilling programme. At 10% cut-off, the resource estimate is 4.4Mt at 23.6% CaF2 (Table 2.3.4_1). Drilling in 2003 improved the confi dence to be able to quote the resource in the Indicated and Inferred categories in accordance with JORC guidelines. The company that undertook the Feasibility Study concluded that additional resources and higher sales prices were required to make the project viable, and withdrew early in 2005.

In 2006, NiPlats completed an airborne magnetic, radiometric and DTM survey over the project area and carried out a reconnaissance reverse circulation drilling programme. This work successfully delineated extensions to the fl uorite deposit and discovered PGE and V mineralisation in a magnetite olivine gabbro phase of the Hart Dolerite.

2.5 Exploration Potential

The PGE- and Cu-bearing gabbroic rocks of the Hart Dolerite intrusive complex within the Speewah Dome are poorly exposed in the NiPlats project area, and have received no previous attention for PGE. The PGE discovery in 2006 was initially targeted following the identifi cation of magnetite-bearing olivine gabbro within copper-in-soil anomalies extending over a 20km strike length.

The NiPlats gabbro occurrence resembles the sulphide-poor vanadium-rich magnetite gabbro zone near the top of the Bushveld Complex in South Africa, and has affi nities with other sulphide-poor platinum-rich mafi c intrusions such as the magnetite olivine gabbro of the Stella intrusion in South Africa, the Lac des Iles Gabbro and Coldwell Complex in Ontario, Canada, the Stillwater Complex and Duluth Intrusion in USA, and the Skaergaard Intrusion in Greenland.

In conclusion, it is considered that:-

The potential for PGE mineralisation in the project area has received no historic exploration.
Similar lithologies and intrusive bodies to those elsewhere in the world with PGE mineralisation were intersected in NiPlats reconnaissance drilling.
Surface geochemical techniques may be effective as a fi rst-pass technique to assess blind PGE+Au targets in the mostly covered gabbroic rocks.

In addition, the NiPlats project area hosts a high grade fl uorite deposit with considerable potential to add additional resources through drilling untested fl uorite veins. The fl uorite deposits have potential to develop into a producing acid spar mine.

2.6 Exploration Strategy and Budget

NiPlats has provided CSA with a comprehensive exploration strategy for the Project area to cover an initial two year period following listing on the ASX. NiPlats proposed exploration strategy focuses predominantly on the PGE+Au and copper-gold potential of the project, however some work is directed towards fl uorite drilling to increase the fl uorite resource.

Phase 1 of NiPlats exploration strategy at the Project includes geochemical soil sampling on 100m centres along 400m spaced traverses following up interpreted gabbro intrusives from airborne geophysics and historical copper-soil anomalies. Phase 1 also includes provision for a RC drilling program targeting the copper and PGE anomalies defi ned by the soil geochemical survey and fl uorite resource extensions.

Phase 2 is contingent on positive results being delivered in Phase 1, and includes further RC drilling for PGE+Au and copper-gold targets and detailed interpretation and follow-up of PGE+Au and copper-gold targets.

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NiPlats has also provided CSA with an exploration budget for the Project covering the initial two year period to June 2009 as summarised in Table 2.6_1 below.

The proposed expenditure of A$3.3M over the initial two year period is considered to be consistent with the potential of the Project and is considered adequate to cover the costs of the proposed programme. The budgeted expenditure is also considered suffi cient to meet the minimum statutory expenditure commitments on the tenements.

Table 2.6_1 NiPlats Project Proposed Exploration Expenditure to June 2009

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Phase 1 Phase 2
Activity
(A$) (A$)
----- End of picture text -----

Activity	Phase 1 (A$)	Phase 2 (A$)

Heritage Clearance Accommodation Assays Drilling Earthworks Geochemical Surveys Geophysical Camp and Field Supplies Freight Geological Management Consultants and Studies Tenure Travel Vehicles Contingency 10% Total	$10,000 $15,000 $120,000 $500,000 $80,000 $200,000 $40,000 $40,000 $10,000 $200,000 $100,000 $80,000 $20,000 $30,000 $140,000 $1,585,000	$15,000 $15,000 $200,000 $600,000 $80,000 $100,000 $40,000 $50,000 $15,000 $200,000 $150,000 $85,000 $25,000 $35,000 $150,000 $1,760,000

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3 GLOSSARY OF TECHNICAL TERMS

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acid-grade A chemical grade of fl uorite as a powder with >97% CaF2
acid spar Acid-grade fl uorite product name
adularia A colourless, moderate- to low-temperature variety of orthoclase feldspar typically with a relatively
high barium content.
airborne magnetometer An instrument used to measure variations in the Earth’s magnetic fi eld while being transported by
an aircraft.
anomalous A geological, geophysical or geochemical feature which is different from the general surroundings,
and may be of potential economic value; e.g., a magnetic anomaly.
antiformal A fold whose limbs close upward in strata for which the stratigraphic sequence is not known.
barite A creamy white mineral, composition BaSO4, the principal source of barium.
basalt A dark-coloured, volcanic igneous rock, with less than about 52 weight percent silica (SiO2) and
composed of minerals that are relatively rich in iron and magnesium.
base-metal Any of the more common and more chemically active metals, e.g., lead, copper, tin, zinc.
bornite A brownish bronze mineral, composition Cu5FeS4, a valuable source of copper.
breccia A coarse-grained rock, composed of angular, broken rock fragments held together by a mineral
cement or a fi ne-grained matrix.
carbonatite A carbonate rock of apparent magmatic origin, generally associated with kimberlites and alkalic
rocks, derived from magmatic melt, solid fl ow, hydrothermal solution, or gaseous transfer.
chalcocite A metallic grey-black mineral, composition Cu2S, an important source of copper.
chalcopyrite A brass-yellow mineral, composition CuFeS2, the most important source of copper.
covellite A metallic indigo blue mineral, composition CuS, a source of copper.
cover Unmineralised overburden overlying a mineralised or potentially mineralised lithology.
crustal-scale Pertaining to the size of the outermost layer or shell of the Earth.
diamondiferous Any substance containing diamonds, generally applied to rock or alluvial material containing
diamonds.
dolerite An intrusive rock whose main components are labradorite and pyroxene and that is characterized
by ophitic texture.
dome An uplift or anticlinal structure, either circular or elliptical in outline, in which the rocks dip gently
away in all directions.
DTM A digital terrain model that depicts the elevations of the land surface.
dyke A tabular or sheet-like igneous intrusion that cuts across the bedding or foliation of the country
rock.
epithermal A hydrothermal mineral deposit formed within about 1 km of the Earth’s surface and in the
temperature range of 50 to 200ºC, occurring mainly as veins.
exploration The search for economic deposits and establishing their nature, shape, and grade, by applying
geological surveys, geophysical prospecting, boreholes and trial pits, adits or tunnels.
Exploration Licence Granted title over a large area of land entitling the holder to explore for one or more mineral
commodities for a set period of time.
fault Faults are fractures or fracture zones in the Earth’s crust along which one side moves with respect
to the other.
feeder structures A small ore vein or magma conduit leading to a larger vein or igneous body.
felsic A word derived from (fe) for feldspar, (l) for lenad or feldspathoid, and (s) for silica, and applied to
light-coloured rocks containing one or all of these constituents, or to the minerals themselves,
namely quartz, feldspar, feldspathoid, and muscovite.
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fl uorite An clear, white, green or purple mineral, composition CaF2, an important source of fl uorine (F).
gabbro A group of dark-coloured, basic intrusive igneous rocks composed of basic plagioclase and
clinopyroxene, with or without olivine and orthopyroxene.
geophysics A branch of physics that uses seismic, gravitational, electrical, thermal, radiometric, and magnetic
properties of the Earth to aid the identifi cation of underground structures or ore bodies.
gossanous An iron-bearing weathered product overlying a sulphide deposit.
grade The relative quantity or the percentage of ore-mineral or metal content in an orebody.
heavy mineral An accessory detrital mineral of a sedimentary rock, of high specifi c gravity, such as magnetite,
ilmenite, zircon, rutile.
hematite A red to bluish grey mineral, composition Fe2O3, an important iron ore.
igneous Rock or mineral that solidifi ed from molten or partly molten magma.
indicated resource Insitu mineral resource calculated with moderate confi dence level to which economic parameters
have not been applied.
inferred resource Insitu mineral resource calculated with low confi dence level to which economic parameters have
not been applied.
intercumulus The crystallisation products of the liquid between the original crystals to precipitate from a magma.
intrusive A mass of igneous rock that, while molten, was forced into or between other rocks.
JORC An acronym for Joint Ore Reserve Committee. The Code has been adopted by the Australasian
Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG), and
is binding on their respective members. It is endorsed by the Minerals Council of Australia and the
Securities Institute of Australia. The Code has been adopted by and included in the listing rules of
the Australian (ASX) and New Zealand (NZX) Stock Exchanges, the purpose of which is to set the
regulatory enforceable standards or a Code of Practice for the reporting of Mineral Resources and
Ore Reserves.
mafi c An igneous rock composed dominantly of ferromagnesian rock-forming silicates.
magnetic Possessing the properties of a magnet.
magnetite A metallic black, magnetic mineral, composition FeOFe2O3, an ore of iron.
metallurgical Separating metals and metallic minerals from their ores by mechanical and chemical processes.
metamorphosed The mineralogical, chemical, and structural adjustment of solid rocks to physical and chemical
conditions that have generally been imposed at depth below the surface zones of weathering and
cementation, and that differ from the conditions under which the rocks in question originated.
mineral A naturally occurring inorganic element or compound with an internal structure and chemical
composition, crystal form, and physical properties.
mineralisation The process by which a mineral is introduced into a rock, forming a valuable or potentially valuable
deposit.
Mining Lease Granted title over a smaller area of land entitling the holder to explore and mine for one or more
mineral commodities for a set period of time.
Miscellaneous Licence Granted title over an area of land entitling the holder to construct infrastructure for a mine
development. e.g. haul road, pipeline, camp, processing plant.
olivine A group of olive green to black minerals, occurring as common rock-forming minerals in gabbro,
basalt, peridotite and dunite.
orogen A belt of deformed rocks, commonly accompanied by metamorphic and plutonic rocks.
orthomagmatic The main stage of crystallization of silicates from a typical magma.
PGE Platinum group elements, including platinum, palladium and rhodium
PGE+Au Platinum group elements plus gold
physiography The study of the pattern of relief features or landforms.
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plug A vertical, pipelike body of magma that represents the conduit to a former volcanic vent.
porphyry An igneous rock of any composition that contains conspicuous phenocrysts in a fi ne-grained
groundmass.
Proterozoic Geological period of time from 2500 to 543 million years ago.
pyrite A metallic; pale bronze to brass yellow mineral, composition FeS2.
quartz A hard mineral, of many colours and varieties, composition SiO2.
radiometric Geophysical technique for the detection of emission spectra in the search for radioactive minerals.
rare-earth elements 15 metallic elements, from lanthanum to lutetium on the periodic table, plus yttrium and scandium,
forming oxides that occur naturally in very low concentrations in certain minerals and have similar
chemical and physical properties.
RC Reverse circulation drilling technique
regional Extending over large areas.
sandstone A clastic sedimentary rock composed of fragments of sand size.
sediment Solid fragmental material derived from weathered rocks and transported or deposited by air,
water, or ice, or accumulates by chemical precipitation or secretion by organisms, forming layers
on the surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt,
mud, alluvium.
shoot An elongated body of ore, generally of higher grade, within a vein or lode. Also called ore shoot.
siltstone A clastic sedimentary rock composed of fragments of predominantly silt size.
splay A small fault diverging at the extremities of a major fault, typically associated with rifts.
stratabound A mineral deposit confi ned to a single stratigraphic unit.
structure The larger features of rock formations, like bedding, fl ow banding, unconformities, dips, folds,
faults, jointing, cleavage and brecciation.
sulphide A mineral compound characterised by the linkage of sulphur with a metal or semimetal. e.g.
galena PbS, or pyrite FeS2.
sulphur A soft, yellow mineral, composition S, that can occur as native sulphur or combined in sulphide
minerals.
The Valmin Code Guideline for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent
Expert Reports.
vanadiferous Minerals containing the metal vanadium (V).
vent A hole extending upward from a magma chamber to the surface that allows lava to escape.
volcanic Rock derived from volcano.
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CHEMICAL SYMBOLS AND OTHER ABBREVIATIONS

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Ag Silver U Uranium
As Arsenic V Vanadium
Au Gold V2O5 Vanadium pentoxide
CaF2 Calcium fl uoride Zn Zinc
Co Cobalt ppb parts per billion
Cu Copper ppm parts per million
FeO Iron oxide km kilometre
Ni Nickel Ma million years ago
Pb Lead Mt million tonnes
Pd Paladium ML Mining Lease
Pt Platinum EL Exploration Licence
Sb Antimony L Miscellaneous Licence
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4 PRINCIPAL SOURCES OF INFORMATION

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ALVIN, M P 1993 The Nature, Depositional Conditions, and Source of Ore Fluids and Solutes of the
Speewah Fluorite Deposit, East Kimberley Region, Western Australia. Honours
Thesis, University of Western Australia (Unpublished).
ALVIN, M P 1998 Carbonatite-related, Epithermal Fluorite Mineralisation at Speewah, Kimberley
Region, with Studies of Possible Analogues in the Pilbara and Gascoyne Regions,
Western Australia. PhD. Thesis, University of Western Australia (Unpublished).
APTHORPE, K A 1971 Summary of Base Metals Exploration 1971 Temporary Reserve 4651H Speewah
Valley, Western Australia; Planet Management & Research Pty. Ltd. (Unpublished).
APTHORPE, K A 1972 Final Report Temporary Reserve 4651H Durack Ranges, Western Australia 1972;
Planet Management & Research Pty. Ltd. (Unpublished).
BACCHIN, M 1997 Lissadell, East Kimberley, WA Airborne Geophysical Survey, 1994 - Operations
Report; AGSO Record No. 1997/9.
BLATCHFORD, T 1925 Appendix No. 2, in Annual Report for WA Department of Mines.
BLOCKLEY, J G 1972 The Speewah Fluorite Deposit: Western Australia Geological Survey, Mineral
Resources Report 27.
DOIG, L T 1984 Exploration Licence 80/16 and 80/17 (Formerly Temporary Reserves 7400H and
7401H) Wilson River Area - Western Part. Final report to 18th December 1983.
Stockdale Prospecting Ltd (Unpublished).
DOW, D B and GEMUTS, I 1969 Geology of the Kimberley Region, Western Australia: The East Kimberley. GSWA
Bulletin 120.
ELMINA NL 1989 Geological Report on E80/446. Report to the Mines Department (Unpublished).
ELMINA NL 1993 Prospectus.
ELMINA NL 1996 Speewah Project: Mining Leases M80/267-269 and Exploration Licences
E80/1367, 1631, 1632, 1710-1714, 1955, East Kimberley Mineral Field, WA:
Combined Report on Exploration for 1995. Report to the Department of Minerals
and Energy WA (Unpublished).
ELMINA NL 1997 Speewah Project: Mining Leases M80/267-269 and Exploration Licences
E80/1367, 1631, 1632, 1710-1714, 1955, ELA80/2172, East Kimberley Mineral
Field, WA: Combined Report on Exploration for 1996. Report to the Department of
Minerals and Energy WA (Unpublished).
ELMINA NL 1998 Speewah Project: Mining Leases M80/267-269 and Exploration Licences
E80/1367, 1631, 1632, 1710-1714, 1955, 2172, East Kimberley Mineral Field, WA:
Combined Report on Exploration for 1997. Report to the Department of Minerals
and Energy WA (Unpublished).
EUPENE, G S 1970 Observations on the Petrology of Igneous Rocks in the Speewah Valley, Western
Australia; Planet Management & Research Pty. Ltd. (Unpublished).
FERRIS, B 2005 Combined Annual Report. Mining Leases M80/267-269 1 January 2004 – 31
December 2004. Speewah Mining Pty Ltd.
FITTON, A 1981 Annual Report for 1981 on Mineral Claims 80/5646-5647 Dunham, Lissadell,
Western Australia, for CRA Exploration Pty Ltd, Ashton Joint Venture (Unpublished).
GARLICK, H J 1981a Temporary Reserve 7349H, Temporary Reserve 7350H, Kimberley Goldfi eld,
Western Australia, for Gem Exploration and Minerals Ltd (Unpublished).
GARLICK, H J 1981b Temporary Reserves 7402H, 7403H and 7404H, Kimberley Goldfi eld, Western
Australia, for Gem Exploration and Minerals Ltd (Unpublished).
GARLICK, H J 1982a Temporary Reserve 7818H Annual Report, Lissadell 1:250,000 Map Sheet,
Kimberley Goldfi eld, Western Australia, for Gem Exploration and Minerals Ltd
(Unpublished).
GARLICK, H J 1982b Temporary Reserve 7819H Annual Report, Lissadell 1:250,000 Map Sheet,
Kimberley Goldfi eld, Western Australia, for Gem Exploration and Minerals Ltd
(Unpublished).
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GARLICK, H J 1982c Temporary Reserve 7821H Annual Report, Lissadell 1:250,000 Map Sheet,
Kimberley Goldfi eld, Western Australia, for Gem Exploration and Minerals Ltd
(Unpublished).
GARLICK, H J 1982d Temporary Reserve 7822H Annual Report, Lissadell 1:250,000 Map Sheet,
Kimberley Goldfi eld, Western Australia, for Gem Exploration and Minerals Ltd
(Unpublished).
HAWLEY, D L 1970 Annual Report for 1970, Temporary Reserve 4651H, Durack Range Western
Australia; Planet Mining Company Pty. Ltd. (Unpublished).
HAWLEY, D L 1971 Annual Report for 1970, Temporary Reserves 4651H, 5297H, and 5013H Durack
Range Western Australia; Planet Mining Company Pty. Ltd. (Unpublished).
INDEPENDENT 1991 Metallurgical Testwork Report on Speewah Dome Fluorite Ore for Elmina N.L.;
METALLURGICAL Independent Metallurgical Laboratories Pty. Ltd. (Unpublished).
LABORATORIES
INDUSTRIAL MINERALS 2006 Prices; Industrial Minerals, December 2006.
INDUSTRIAL MINERALS 2004 Fluorspar, Industrial Minerals, January 2004.
MILLER, M.M 2004 Fluorspar - 2004. USGS Minerals Yearbook 2004, Chapter 27.
McR. BARTY, D and 1969 Report on a Reconnaissance Survey in the Speewah Valley; John Taylor and Sons
SPAARGAREN, F for Planet Management & Research Pty. Ltd. (Unpublished).
NORTHERN STAR ASX Quarterly Reports, 2005 to 2006.
RESOURCES LTD
NEDPAC ENGINEERING PTY. 1990 Speewah Dome Fluorspar: Resource Estimate. (Unpublished).
LTD.
PATRICK, G.A 2005 Speewah Dome Fluorspar Project. Metallurgical Testwork Review. September 2005.
PLUMB, K A 1968 Lissadell 1:250,000 Geological Series - Explanatory Notes Sheet SE52/2; Bureau of
Mineral Resources.
POOLEY, S J 2004 Combined Annual Report. Mining Leases M80/267-269 1 March 2003 – 1 March
2004. Speewah Mining Pty Ltd.
RESOURCE EVALUATIONS 2004 Mineral Resource Estimate for the Speewah Fluorite Deposit, Kimberley Region,
PTY LTD Western Australia.
ROGERS, K A 1993 Proposed Fluorite and Aluminium Fluoride Operations at Speewah, Western
Australia, in Mining and Metallurgical Practices in Australasia (Eds: J T Woodcock
and J K Hamilton), pp 1361-1364 (The Australasian Institute of Mining and
Metallurgy: Melbourne).
ROGERS, K A 1998 Speewah Fluorite Deposits, in Geology of Australian and Papua New Guinean
Mineral Deposits, (Eds: D A Berkman and D H Mackenzie), pp 387-392 (The
Australasian Institute of Mining and Metallurgy: Melbourne).
ROGERS, K A 2003 Combined Annual Report on Exploration for the Speewah Project, Mineral Leases
M80/267-269, East Kimberley Mineral Field WA, 2002 – 2003.
ROGERS, K A 2004 Annual Report. Exploration Licence E80/2863. 11 August 2003 – 10 August 2004.
Speewah Mining Pty Ltd.
SCHULTZ, K 1973 Kimberley Fluorite Project, Speewah Valley Ore Reserves; Great Boulder Mines
Limited (Unpublished).
SIMPSON, E S 1951 Minerals of Western Australia, Vol 2, pp 289-290 (Hesperian Press: Perth).
SMITH, C B 1978 Annual Report on Mineral Claims 80/5333-5388, 80/5646-5647, 80/5662-5666
and 80/5671-5677 and Annual and Final Report on Mineral Claims 80/5667-5670,
Kimberley Goldfi eld, Western Australia, for C.R.A Exploration Pty Ltd, Ashton Joint
Venture (Unpublished).
TYLER, I M, SHEPPARD, S, 2006 Hart-Carson LIP, Kimberley Region, Northern Western Australia. Event No. 143 in
PIRAJNO, F AND GRIFFIN, T J LIP Record Database, August 2006 LIP of the Month.
http://www.largeigneousprovinces.org/06aug.html
WILL, R 2004 Fluorspar 2004 – Facing Forwards. Industrial Minerals, November, 2004.
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APPENDIX 1: TENEMENT SCHEDULE

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APPROVAL AREA EXP
TENEMENT EXPIRY DATE RENT HOLDERS
DATE Km2 COMMIT
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TENEMENT	APPROVAL DATE	EXPIRY DATE	AREA Km2	RENT	EXP COMMIT	HOLDERS

M80/267	22-May-89	21-May-10	4.856	$6,735.96	$48,600	Speewah Mining Pty Ltd
M80/268	22-May-89	21-May-10	5.972	$8,288.28	$60,250	Speewah Mining Pty Ltd
M80/269	22-May-89	21-May-10	7.49	$10,381.14	$75,600	Speewah Mining Pty Ltd
E80/2863	11-Aug-03	10-Aug-08	218.00	$11,442.20	$105,000	Speewah Mining Pty Ltd
E80/3657	29-Jan-07	28-Jan-12	218.00	$7,353.50	$70,000	Speewah Mining Pty Ltd
L80/43	24-Nov-04	23-Nov-25	18.54	$22,841.28	Nil	Speewah Mining Pty Ltd
L80/47	17-Feb-06	16-Feb-27	0.25	$308.00	Nil	Speewah Mining Pty Ltd
		TOTAL	473.108	$67,350.36	$359,450

34 niplats australia limited prospectus

S E C T I O N 5

i n d e p e n d e n t a c c o u n t a n t ’ s r e p o r t

3 July 2007

The Directors NiPlats Australia Limited Level 22 Allendale Square 77 St Georges Terrace PERTH WA 6000

Dear Sirs

INDEPENDENT ACCOUNTANT’S REPORT

1. INTRODUCTION

We have prepared this Independent Accountant’s Report (“Report”) at the request of the directors of NiPlats Australia Limited hereafter referred to as NiPlats or the Company for inclusion in a Prospectus (“the Prospectus”) to be dated 3 July 2007 relating to the offer by NiPlats of 15,000,000 fully paid ordinary shares (“shares”) at 20 cents per share to raise an amount of $3,000,000 (“the Capital Raising”).

Expressions defi ned in the Prospectus have the same meaning in this report.

2. SCOPE

We have been requested to prepare an Independent Accountant’s Report covering the following fi nancial information:

Historical consolidated fi nancial information for the Company and its controlled entity (“Consolidated entity or the Group”), comprising the historical consolidated balance sheet as at 30 April 2007, the historical consolidated income statement, the historical consolidated statement of changes in equity, the historical consolidated cash fl ow statement and applicable notes to these statements for the period from 1 July 2006 to 30 April 2007, as set out in Section 6 of the Prospectus; and
Pro-forma consolidated fi nancial information comprising the pro-forma consolidated balance sheet as at 30 April 2007 which assumes completion of the contemplated transactions as at that date, as set out in Section 6 of the Prospectus.

The historical consolidated fi nancial information has been extracted from the audited fi nancial statements of NiPlats, which was audited by Ernst & Young and on which an unqualifi ed audit opinion was issued. No adjustments have been made to the audited fi nancial statements.

The Directors have prepared and are responsible for the historical and pro-forma consolidated fi nancial information. We disclaim any responsibility for any reliance on this report or on the consolidated fi nancial 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.

Audit of Historical Consolidated Financial Information

We have conducted an independent audit of the historical consolidated fi nancial information in order to express an audit opinion. Our audit has been conducted in accordance with Australian Auditing and Assurance Standards applicable to audit engagements to provide reasonable assurance whether the historical consolidated fi nancial information is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the historical consolidated fi nancial report, and the evaluation of accounting policies and signifi cant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the historical consolidated fi nancial information is prepared in accordance with the measurement and recognition requirements, but not all the disclosure requirements, of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, so as to present a view which is consistent with our understanding of the consolidated entity’s fi nancial position as at 30 April 2007 and of its performance as represented by the results of its operations and its cash fl ows for the period from 1 July 2006 to 30 April 2007.

niplats australia limited prospectus 35

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I N D E P E N D E N T A C C O U N T A N T ’ S R E P O R T

Review of Pro-forma Consolidated Financial Information

We have conducted an independent review of the pro-forma consolidated fi nancial information in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that:

(a) the pro-forma consolidated balance sheet has not been prepared on the basis of the assumptions set out in Section 6 of the Prospectus; and
(b) is not applying the measurement and recognition requirements, but not all of the disclosure requirements, of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, as if the pro-forma transactions as set out in Section 6 of the Prospectus had occurred as at 30 April 2007.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements and has been limited to reading of relevant Board minutes, reading of contracts and other legal documents, inquiries of management personnel and analytical procedures applied to the fi nancial data. These review procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and accordingly, we do not express an audit opinion on the pro-forma consolidated fi nancial information.

3. OPINION AND STATEMENT

Audit Opinion on Historical Consolidated Financial Information

In our opinion, the historical consolidated fi nancial information of the consolidated entity as set out in Section 6 of the Prospectus presents fairly, in accordance with the measurement and recognition requirements, but not all the disclosure requirements, of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, the fi nancial position of the consolidated entity as at 30 April 2007 and of its performance as represented by the results of its operations and its cash fl ows for the period from 1 July 2006 to 30 April 2007.

Review Statement on Pro-forma Consolidated Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe that the pro-forma consolidated fi nancial information as set out in Section 6 of the Prospectus:

(a) has not been prepared on the basis of the assumptions as set out in Section 6 of the Prospectus of NiPlats as at 30 April 2007; and
(b) is not applying the measurement and recognition requirements, but not all the disclosure requirements, of applicable Accounting Standards and other mandatory professional reporting requirements in Australia, as if the pro-forma transactions set out in Section 6 of the Prospectus had occurred on that date.

4. SUBSEQUENT EVENTS

Apart from the matters dealt with in this Report and having regard to the scope of our Report, to the best of our knowledge and belief, no material transactions or events outside the ordinary business of the Company subsequent to 30 April 2007, have come to our attention which would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

5. DISCLOSURES

Ernst & Young does not have any pecuniary interest that could reasonably be regarded as being capable of affecting its ability to give an unbiased opinion in this matter. Ernst & Young has been appointed auditors of NiPlats and will receive fees for audit services. Ernst & Young will also receive a fee for the preparation of this report.

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

Yours faithfully

Ernst & Young

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G H Meyerowitz
Partner
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36 niplats australia limited prospectus

S E C T I O N 6

c o n s o l i d a t e d f i n a n c i a l i n f o r m a t i o n

CONSOLIDATED INCOME STATEMENT

Note Continuing operations REVENUE Other revenue Revenue Administration expenses Legal Prof t Before Income Tax Income tax (expense)/benef t 2 Prof t After Tax From Continuing Operations Earnings per share (cents per share) Basic for prof t/(loss) for the period attributable to ordinary equity holders of the parent Diluted for prof t/(loss) for the period attributable to ordinary equity holders of the parent	For the Ten Months Ended 30 April 2007 $
	5,304
	5,304 (1,251) (1,140) 2,913 64,444
	67,357
	7.18 7.18

The Consolidated Income Statement is for the period 1 July 2006 to 30 April 2007. The Consolidated Income Statement is to be read in conjunction with the notes to and forming part of the historical consolidated fi nancial information.

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C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

CONSOLIDATED BALANCE SHEET

	Note	Audited 30 April 2007 $	Pre Prospectus Subsequent Events $	Pro-forma Transactions $	Reviewed Pro-forma $
ASSETS
Current Assets
Cash and cash equivalents	3, 4	1,544,219	940,000	2,640,000	5,124,219
Trade and other receivables		10,584	-	-	10,584
Total Current Assets		1,554,803	940,000	2,640,000	5,134,803
Non-Current Assets
Deferred exploration and evaluation costs	11	1,458,314	-	-	1,458,314
Total Non-Current Assets		1,458,314	-	-	1,458,314
TOTAL ASSETS		3,013,117	940,000	2,640,000	6,593,117
LIABILITIES
Current Liabilities
Trade and other payables		117,315	-	-	117,315
Total Current Liabilities		117,315	-	-	117,315
Non-Current Liabilities
Deferred tax liabilities	2	414,994	(18,000)	(108,000)	288,994
Total Non-Current Liabilities		414,994	(18,000)	(108,000)	288,994
TOTAL LIABILITIES		532,309	(18,000)	(108,000)	406,309
NET ASSETS		2,480,808	958,000	2,748,000	6,186,808
EQUITY
Contributed equity	3, 5	2,126,516	958,000	2,748,000	5,832,516
Retained earnings	3	354,292	(335,000)	-	19,292
Reserves	3, 6	-	335,000	-	335,000
TOTAL EQUITY		2,480,808	958,000	2,748,000	6,186,808

The Consolidated Balance Sheet is to be read in conjunction with the notes to and forming part of the consolidated fi nancial statements.

38 niplats australia limited prospectus

C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Issued Capital $	Share Options Reserve $	Retained Earnings $	Total $
BALANCE AT 30 JUNE 2006	10	-	286,935	286,945
Gain for the period	-	-	67,357	67,357
Placement of shares (net of fees)	2,126,506	-	-	2,126,506
BALANCE AT 30 APRIL 2007	2,126,516	-	354,292	2,480,808
Placement of shares (net of fees)	958,000	-	-	958,000
Issue of options	-	335,000	(335,000)	-
PRE-PROSPECTUS SUBSEQUENT EVENTS	3,084,516	335,000	19,292	3,438,808
Prospectus share issue (net of fees)	2,748,000	-	-	2,748,000
PRO-FORMA BALANCE	5,832,516	335,000	19,292	6,186,808

The Consolidated Statement of Changes in Equity is to be read in conjunction with the notes to and forming part of the consolidated fi nancial statements.

CONSOLIDATED CASH FLOW STATEMENT

CONSOLIDATED CASH FLOW STATEMENT
CASH FLOWS USED IN OPERATING ACTIVITIES Payments to suppliers and employees NET CASH FLOWS USED IN OPERATING ACTIVITIES CASH FLOWS USED IN INVESTING ACTIVITIES Expenditure on mining interests Interest income NET CASH USED IN FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Loans received from parent NET CASH FLOWS FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD	For the Ten Months Ended 30 April 2007 $
	(30,716)
	(30,716)
	(337,894) 5,304
	(332,590)
	1,500,000 340,000
	1,840,000
	1,476,694 67,525 1,544,219

The Consolidated Cash Flow Statement is for the period 1 July 2006 to 30 April 2007. The Cash Flow Statement is to be read in conjunction with the notes to and forming part of the historical consolidated fi nancial information.

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C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

NOTES TO AND FORMING PART OF THE HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The signifi cant policies, which have been adopted in the preparation of the historical and pro-forma consolidated fi nancial information reported under Australian Equivalents to International Financial Reporting Standards (“AIFRS”) are shown below:

(a) Basis of preparation of consolidated fi nancial information

Except for the disclosure requirements of Australian Accounting Standards, the consolidated fi nancial information has been prepared in accordance with applicable Australian Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board. The consolidated fi nancial information has also been prepared on a historical cost basis.

(b) Statement of compliance

The consolidated fi nancial report complies with the recognition in measurement requirements, but not all the disclosure requirements including the provision of comparative fi nancial information, of Australian Accounting Standards, which include AIFRS.

(c) Basis of consolidation

The consolidated fi nancial statements comprise the fi nancial statements of NiPlats Australia Ltd (“NiPlats”) and its subsidiary (the “consolidated entity” or “Group”) as at the end of each reporting period. The 100% owned subsidiary of NiPlats is Speewah Mining Pty Ltd.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the fi nancial and operating policies so as to obtain benefi ts from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a group controls another entity.

The fi nancial statements of the subsidiary are prepared for the same period as the parent company, using consistent accounting policies.

In preparing the consolidated fi nancial statements, all intercompany balances and transactions, income and expenses and profi t and losses resulting from intra-group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity and cease to be consolidated from the date which control is transferred out of the consolidated entity.

(d) Cash and cash equivalents

Cash and short term deposits in the balance sheet comprise cash at bank and in hand and short term deposits with an original maturity of three months or less.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defi ned above, net of outstanding bank overdrafts.

(e) Trade and other receivables

Trade receivables, which generally have 30-90 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for any uncollectible amounts.

Collectibility of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identifi ed. An allowance for doubtful debts is raised when there is objective evidence that the Group will not be able to collect the debt.

(f) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and revenue can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised:

Interest income

Interest revenue is recognised as interest accrues using the effective interest method.

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(g) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (“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 are stated with the amount of GST included.

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

Cash fl ows are included in the Cash Flow Statement on a gross basis and the GST component of cash fl ows arising from investing and fi nancing activities, which is recoverable from, or payable to, the taxation authority, are classifi ed as operating cash fl ows.

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

(h) Income tax

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 sheet date.

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

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

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, at the time of the transaction, affects neither the accounting profi t nor taxable profi t 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 differences can be controlled and it is probable that the temporary differences 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 profi t will be available against which the deductible temporary differences, and the carry forward of unused tax assets 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 profi t nor taxable profi t or loss; or
when the deductible temporary differences is associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profi t will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it is has become probable that future taxable profi t 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 realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profi t 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 are related to the same taxable entity and the same taxation authority.

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(i) Recoverable amount

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of fair value less costs to sell and its value in use. It is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups 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 the asset belongs. Where 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 fl ows are discounted to their present value using a pre tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c 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 reporting 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 carry 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 profi t 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) Exploration expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifi able area of interest. These costs are only carried forward to the extent that the Group’s rights of tenure to that area of interest are current and that the costs are expected to be recouped through the successful development of the area and exploitation of the area of interest or alternatively by its sale, or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves and signifi cant operations in, or in relation to, the area are continuing.

Accumulated costs in relation to an abandoned area are written off in full against profi t in the year in which the decision to abandon the area is made.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Impairment

The carrying values of exploration costs are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.

The recoverable amount of exploration costs is the greater of fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessment of the time value of money and the risks specifi c to the asset.

(k) Payables

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

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C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

(l) Share-based payment transactions

The Group provides benefi ts to employees and contractors (including senior executives and Directors) of the Group in the form of share based payments, whereby employees render services in exchange for shares or rights over shares (“equity settled transactions”).

The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value of options is determined using the Black-Scholes model.

In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of NiPlats (“market conditions”) if applicable.

The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfi lled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”).

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date refl ects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for the period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of equity settled award are modifi ed, as a minimum an expense is recognised as if the terms had not been modifi ed. In addition, an expense is recognised for any modifi cation that increases the total fair value of the share based payment arrangement, or is otherwise benefi cial to the employee as measured at the date of modifi cation.

If an equity settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modifi cation of the original award, as described in the previous paragraph.

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

(m) Contributed equity

Ordinary shares are classifi ed 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.

(n) Signifi cant assumptions

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

Shares based payment transactions

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C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

2. INCOME TAX

Period Ended 30 April 2007 $ The major components of income tax expense are: Income Statement Current income tax: Current income tax expense 110,897 Adjustments in respect of current income tax of previous years (3,088) Deferred income tax: Relating to origination & reversal of temporary differences (111,770) Adjustment on exiting tax consolidation group (see below) 68,405 - Deferred tax assets not brought to account as realisation is not considered probable Income Tax Benefi t Reported In The Income Statement 64,444 Period Ended 30 April 2007 $ A reconciliation between tax expense and the product of accounting profi t before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting gain before income tax: 2,913 At the Group’s statutory income tax rate of 30% (873) Adjustments in respect of current income tax of previous years (3,088) Adjustment on exiting tax consolidation group (see below) 68,405 - Deferred tax assets not brought to account as realisation is not considered probable Income Tax Benefi t Reported In The Income Statement 64,444 Balance Sheet Income Statement $ $ Deferred Income Tax Deferred income tax at 30 April relates to the following: Deferred tax liabilities Capitalised exploration and evaluation expenditure (437,494) (111,770) Adjustment on exiting tax consolidation group (see below) - 68,405 Other - - Gross deferred tax liabilities (437,494) Deferred tax assets Losses available to offset against future taxable income - - Equity raising costs 22,500 - Gross deferred tax assets 22,500 Deferred tax income / (expense) (43,365) Net deferred tax recognised in the balance sheet 414,994

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TAX CONSOLIDATION

The Group was a member of the Mineral Securities Limited tax consolidated group up until 26 April 2007. Tax losses for the period from 1 July 2006 to 26 April 2007 were assumed by Mineral Securities Limited. Subsequently, the temporary difference in respect of deferred exploration and evaluation expenditure has been adjusted as previously this was calculated based on accounting carrying values in Mineral Securities Limited. On exiting tax consolidation this was re-valued using accounting carrying values in NiPlats.

3. PRO-FORMA CONSOLIDATED BALANCE SHEET

The purpose of the pro-forma balance sheet is to show the fi nancial effects on NiPlats as if the following transactions had taken place as at 30 April 2007:

3(a) Pre prospectus subsequent events (Transactions which have been concluded by the Group subsequent to

30 April 2007 but prior to the issue of the Prospectus)

the issue of 8,000,000 shares at 12.5 cents per share to raise $1,000,000 for working capital requirements and the payment of $60,000 in relation to capital raising costs; and
the issue of 5,000,000 options entitling the holder to one share for each option held at an exercise price of 20 cents each on or before 30 June 2012. The options are subject to exercise conditions whereby they are all exercisable after the admission of the Company to the Offi cial List of the ASX. (The full terms of these options are outlined in Section 9.) The value of this issue was determined to be $335,000 (6.7 cents per option) and this amount has been expensed as a share based payment and with a corresponding amount credited to a share based payment reserve.

3(b) Pro-forma consolidated fi nancial information

the issue of 15,000,000 shares at 20 cents per share pursuant to this Prospectus to raise $3,000,000; and
the payment and recognition directly in equity of costs incurred by the Group in relation to the Offer estimated to be $360,000.

4. CASH AND CASH EQUIVALENTS

Cash at bank Pre Prospectus Adjustments - Note 3(a) Balance as at 30 April 2007 Capital raising – 8,000,000 shares Brokers fees Pro-forma Adjustments - Note 3(b) Shares issued pursuant to this Prospectus Prospectus issue costs Broker’s fees	30 April 2007 $	Pro-forma $
	1,544,219	5,124,219
		1,544,219 1,000,000 (60,000) 3,000,000 (210,000) (150,000)
		5,124,219

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5. CONTRIBUTED EQUITY

Issued Capital Ordinary shares fully paid Ordinary Shares At 1 July 2006 Issued 24 April 2007 for loan conversion Issued 26 April 2007 for cash Transaction costs on share issue Deferred tax credit recognised directly in equity At 30 April 2007 Pre Prospectus Adjustments – Note 3(a) Issued 24 May 2007 for cash Transaction costs on share issue Deferred tax credit recognised directly in equity Pro-forma Adjustments – Note 3(b) Share issue pursuant to this prospectus Transaction costs on share issue Deferred tax credit recognised directly in equity Total ordinary shares Options Pre Prospectus Adjustments Options Total	30 April 2007 $ Pro-forma $
	2,126,516 5,832,516

	Number $
	50 10 29,999,950 679,006 15,000,000 1,500,000 - (75,000) - 22,500 45,000,000 2,126,516 8,000,000 1,000,000 - (60,000) - 18,000 15,000,000 3,000,000 - (360,000) - 108,000
	68,000,000 5,832,516

	Number Exercise Price
	5,000,000 20 cents 5,000,000

The options have been issued to Directors and consultants of the Group. Each option is entitled to one ordinary share upon the payment of the exercise price of 20 cents on or before its expiry date on 30 June 2012. The options may only be exercised on or after the admission of the Company to the Offi cial List of the ASX. The terms and conditions of the options are included in Section 9 of this Prospectus.

6. RESERVES

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

30 April 2007 Pro-forma
$ $
-
Share based payment reserve 335,000
Share Based Payment Reserve $
-
At 1 January 2007
Pre Pro-forma Adjustments
Issue of options (fair value 6.7 cents) 335,000
335,000
----- End of picture text -----

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C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

The fair value of the options is measured at the date of the Prospectus using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. The value of the options determined through the application of this model was calculated at 6.7 cents per option on the assumptions detailed below.

Inputs Into Black-Scholes Model	Pro-forma
Expected volatility (%)	70
Risk free interest rate (%)	6.41
Expected life of option (years)	5
Option exercise price (cents)	20
Historic share price at issue date	12.5

7. CONTINGENT LIABILITIES

The Directors are not aware of any other contingent liabilities requiring disclosure at 27 June 2007.

8. RELATED PARTY TRANSACTIONS

It was resolved at a shareholders meeting of the Company that annual Non Executive Directors’ fees for the Company are set at a maximum in aggregate of $150,000.

The table below sets out the interests of the Directors (personally and through associates) in Shares and Options in the Company as at the date of this Prospectus.

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Director Ordinary Shares Options
Direct Indirect Direct Indirect
----- End of picture text -----

Anthony Barton	-	2,920,000	1,000,000	1,000,000
Keith Liddell	-	-	1,000,000	-
Richard Wolanski	100,000	-	1,000,000	-
Hon John Moore (resigned 21 May 2007)	-	400,000	-	-
Mark Bolton (resigned 21 May 2007)	-	-	-	-

Details of directors remuneration and related party transactions are set out in Section 9 of the Prospectus. Hon John Moore resigned as a director on 21 May 2007, and Mark Bolton resigned as a director on 21 May 2007.

Mineral Securities Limited, of which Keith Liddell is Executive Chairman, is the ultimate parent of the Company, holding 56.6% of the Company as at 30 April 2007.

On 24 April 2007, the Company issued 29,999,950 shares to repay a loan in the amount of $679,006 to Mineral Securities Limited, the parent company.

At 30 April 2007 there was a loan provided by Mineral Securities Limited in the amount of $141. The loan was interest free and has subsequently been repaid.

9. SUBSEQUENT EVENTS

On 24 May 2007, 8,000,000 shares were issued at 12.5 cents per share to raise $1,000,000 for working capital requirements and the payment there from of $60,000 in relation to capital raising costs.

Prior to the lodgement of the Prospectus 5,000,000 options were issued to Directors and consultants entitling the holder to one share for each option held at an exercise price of 20 cents each on or before 30 June 2012. The options are subject to exercise conditions whereby they are all exercisable after the admission of the Company to the Offi cial List of the ASX. The value of this issue was determined to be $335,000 (6.7 cents per option) and this amount has been expensed as a share based payment and with a corresponding amount credited to a share based payment reserve.

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C O N S O L I D A T E D F I N A N C I A L I N F O R M A T I O N

10. EXPLORATION EXPENDITURE COMMITMENTS

Due to the nature of the consolidated entity’s operations in exploring and evaluating areas of interest, it is very diffi cult to accurately forecast the nature or amount of future expenditure, although it will be necessary to incur expenditure in order to retain present interests in mineral tenements. Expenditure commitments on mineral tenure for the Group can be reduced by selective relinquishment of exploration tenure or by the renegotiation of expenditure commitments. The approximate minimum level of exploration requirements are detailed below.

30 April 2007 $ Within one year 359,450 11. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE 30 April 2007 $ Exploration and evaluation expenditure carried forward in respect of mining areas of interest Balance at the beginning of the year 1,085,746 Expenditure incurred 372,568 - Expenditure written off 1,458,314

11. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

The expenditure primarily relates to drilling and sampling programmes completed, the expenditure incurred in 2006 was $227,039.

The costs deferred in respect of exploration and development expenditure are dependent upon successful development and commercial exploitation of the respective area of interest.

The amount of expenditure written off in previous years is $38,848, which relates to a tenement that was relinquished in the fi nancial year ended 30 June 2005.

12. TRADE AND OTHER RECEIVABLES

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

30 April 2007
$
GST receivable 10,584
13. TRADE AND OTHER PAYABLES
30 April 2007
$
Amounts due to Mineral Securities Limited (Note 8) 141
Other payables 117,174
117,315
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13. TRADE AND OTHER PAYABLES

Other payables are non-interest bearing and are normally settled on 30 day terms. They are unsecured.

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14. FINANCIAL INSTRUMENTS

(a) Financial risk management objectives and policies

The Group’s principal fi nancial instruments comprise cash.

The main purpose of these fi nancial instruments is to provide fi nance for the Group’s operations. The Group has various other fi nancial assets and liabilities such as GST recoverable and trade payables which arise directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in fi nancial instruments shall be undertaken. Being at an exploration stage, the Group has limited exposure to fi nancial risk arising from the Group’s operations.

As the Group moves into a development and production phase the Group’s exposure to commodity price risk, foreign currency risk and credit risk are expected to increase signifi cantly. The Board will set appropriate policies to manage these risks dependent on market conditions and requirements at that time.

Details of the signifi cant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of fi nancial asset, fi nancial liability and equity instrument are disclosed in Note 1 to the consolidated fi nancial report.

(b) Interest rate risk

Cash held by the Group earned interest at daily bank rates. The weighted average interest rate during the ten months ended 30 April 2007 was 5.1%.

Other fi nancial assets and liabilities held by the Group (comprising short term receivables and payables) are non-interest bearing.

(c) Fair values

All assets and liabilities recognised in the balance sheet, whether they are carried at cost or at fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable note.

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S E C T I O N 7 s o l i c i t o r s ’ r e p o r t o n t e n e m e n t s

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29 June 2007

The Directors Niplats Australia Limited Level 22, Allendale Square 77 St Georges Terrace PERTH WA 6000

Dear Sirs

SOLICITORS’ REPORT ON TENEMENTS

This report is prepared for inclusion in a prospectus to be dated on or about 3 July 2007 to be issued by Niplats Australia Limited (“ Company ”) for the issue of 15,000,000 shares at 20 cents each to raise $3 million.

The report relates to mining tenements held in Western Australia as listed in the Schedule of Mining Tenements in which the Company holds an interest (“ Tenements ”). That Schedule, together with the Notes to the Schedule, forms part of this report.

1. SEARCHES

We have arranged for the following searches to be conducted for the purpose of this report:

(a) searches of the Tenements in the Register maintained by the Department of Industry and Resources (“ Department ”) pursuant to the Mining Act 1978 of Western Australia (“ WA Mining Act ”) on 8 May 2007 or, in the case of Mining Lease 80/267, on 11 May 2007; and
(b) quick appraisal searches of the Tenements obtained on-line from the Department dated 8 May 2007.

On the basis of the searches we consider that this report provides an accurate statement as to the status of the Tenements as at the dates of the searches noted above and of the interests of the Company therein.

2. MINING TENEMENTS GENERALLY

Western Australia

The Tenements comprise exploration licences, mining leases and miscellaneous licences granted under the WA Mining Act.

An exploration licence such as Exploration Licence 80/2863, which was granted or applied for before 10 February 2006, remains in force for a period of 5 years and may, in prescribed circumstances, at the discretion of the Minister for Mines (“ Minister ”), be extended over the whole or part of the exploration licence by a further period or periods of one or two years on application. An exploration licence such as Exploration Licence 80/3657, which is applied for after 10 February 2006 will, once granted, remain in force for 5 years and may, in prescribed circumstances, at the discretion of the Minister, be extended over all or part of the exploration licence for a period of 5 years, followed by 2 year periods. In either case, the prescribed circumstances include where the Minister is satisfi ed that planned exploration could not be carried out due to delay in obtaining necessary approvals or due to the land being unworkable for at least a signifi cant part of one year of the term, or where the Minister is satisfi ed that work carried out justifi es further exploration.

At the end of the third and fourth years of the term of an exploration licence which was granted or applied for before 10 February 2006 the holder must relinquish an area which constitutes not less than half of the area of the licence as at each relinquishment date.

In respect of an exploration licence which is applied for after 10 February 2006 the holder must relinquish an area which constitutes not less than 40% of the area of the licence at the end of 5 years and the earlier relinquishments are not required.

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S O L I C I T O R S ’ R E P O R T O N T E N E M E N T S

No legal or equitable interest in or affecting an exploration licence can be transferred or otherwise dealt with during the fi rst year of its term without the prior written consent of the Minister. No fee is payable for the obtaining of such consent. In determining a request for consent the Minister will consider whether the exploration programme planned for the fi rst 12 months following grant and lodged by the tenement holder at the time of applying for the tenement has been complied with.

The WA Mining Act confers on the holder of an exploration licence which is in force, the right to apply for and, subject to the WA Mining Act, have granted one or more mining leases over any part of the land the subject of that licence. The exploration licence will continue in force beyond its term if the holder has made an application for mining lease over the area of the licence.

The holder of an exploration licence may apply for a mining lease over all or part of the area of the licence where the Director, Geological Survey is satisfi ed that signifi cant mineralisation exists or where a mining proposal has been prepared. “Signifi cant mineralisation” is defi ned in the Mining Act as a deposit of minerals where there is a reasonable prospect of those minerals being obtained by mining operations. A mining proposal is a document which sets out in detail the mining operations proposed to be carried out on the area of the application.

A mining lease remains in force for a period of 21 years and may be renewed for successive periods of 21 years, with the tenement holder entitled to the fi rst renewal as of right. In the case of mining leases the period of 21 years commences from the date of notifi cation by the Minister. No legal interest in a mining lease can be transferred or mortgaged without the prior written consent of the Minister.

A miscellaneous licence is granted for a term of 21 years for infrastructure or access purposes, such as a road, pipeline or water as prescribed in the Regulations to the Mining Act or for similar purposes as approved by the Director General of the Department of Industry and Resources. Upon application during the fi nal term of the licence the Minister shall renew a miscellaneous licence for a further 21 year period and thereafter the Minister may renew the miscellaneous licence for successive periods of 21 years. No legal interest in a miscellaneous licence can be transferred or mortgaged without prior written consent of the Minister.

Mining tenements in Western Australia are granted subject to various standard conditions prescribed by the WA Mining Act including payment of rent, expenditure and reporting requirements and standard environmental conditions, as well as any conditions that may be imposed by the Minister in respect of a particular mining tenement.

Mining tenements in Western Australia are also subject to statutory requirements of certain other Acts including the Aboriginal Heritage Act 1972, Environmental Protection Act 1986, Rights in Water and Irrigation Act 1914 and Conservation and Land Management Act 1984.

3. ABORIGINAL HERITAGE

There may be sites of Aboriginal heritage or signifi cance located on the land the subject of the Tenements.

The Aboriginal Heritage Act 1972 (WA) (“ WA Heritage Act ”) applies to the Tenements and makes it an offence to, among other things, alter or damage an Aboriginal site or object on or under an Aboriginal site. A site is defi ned to include any sacred, ritual or ceremonial site which is of importance and special signifi cance to persons of Aboriginal descent. There is no requirement or need for a site to be registered in any public manner or, indeed, be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act.

The Aboriginal and Torres Strait Islander Heritage Act 1984 (Cth) (“ Commonwealth Heritage Act ”) also applies to the Tenements and is aimed at the preservation and protection from desecration of signifi cant Aboriginal areas and signifi cant Aboriginal objects. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with Aboriginal tradition.

We have not undertaken searches to ascertain if any Aboriginal sites have been registered in the vicinity of the Tenements under these Acts as there is no obligation, in those Acts, to register sites, objects or relics. In any event, their exact location is not ascertainable from such searches. Further, these enquiries are generally done by the mining company after the mining tenure applied for is granted and once a particular work programme has been determined. In those cases it may be necessary to enter into separate arrangements with the traditional owners of the sites.

To ensure that it does not contravene these Acts while carrying out operations on the Tenements, the Company would need to conduct heritage surveys to determine if any Aboriginal sites exist within the area of the Tenements. If so, the Company would also need to ensure that any interference with such Aboriginal sites is in strict conformity with the provisions of the above WA Heritage Act and the Commonwealth Heritage Act.

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4. MINING TENEMENTS IN CATCHMENT AREAS

The Tenements are wholly or partially over land which is managed by the Department of Environment and Conservation and Department of Water and which has been declared a catchment area. As a result most of the Tenements have been granted subject to conditions relating to the water courses within the area of the Tenements and/or regulating the activities that may be carried out on the Tenements. These conditions are set out in the Notes to the Schedule.

5. NATIVE TITLE - GENERALLY

On 3 June 1992 the High Court of Australia held in Mabo v Queensland that the common law of Australia recognises a form of native title. In order to maintain a native title claim the persons making such claim must show that they enjoyed certain customary rights and privileges in respect of a particular area of land and that they have maintained their traditional connection with that land. Such a claim will not be recognised if the native title has been extinguished, either by voluntary surrender to the Crown, death of the last survivor of a community entitled to native title, abandonment of the land in question by that community or the granting of an “inconsistent interest” in the land by the Crown. An example of inconsistent interest would be the granting of a freehold or some types of leasehold interest in the land. The granting of a lesser form of interest will not extinguish native title unless it is wholly inconsistent with native title.

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Cth) (“ Commonwealth Act ”). Among other things, the Commonwealth Act:

(a) regulates the recognition and protection of native title;
(b) confi rms the validity of titles granted by the Federal Government prior to the commencement of that Act on 1 January 1994;
(c) specifi es the procedures to be complied with for certain future acts which affect native title; and
(d) specifi es the procedures by which Aboriginal peoples can claim native title and by which people determined to hold native title can claim compensation.

The Commonwealth Act was extensively amended in 1998 by the Native Title Amendment Act 1998 . These amendments include the validation of any titles that may have been invalidly granted over pastoral leases and certain other leasehold interests during the period 1 January 1994 to 23 December 1996. Other signifi cant amendments include a revised threshold test for the acceptance of native title claims, confi rmation of extinguishment of native title by the grant of “exclusive possession” pastoral leases and certain other leasehold interests and provisions intended to deal with overlapping claims.

The Western Australian Parliament has enacted the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 which adopts the Commonwealth Act in Western Australia.

The majority of the High Court concluded in the Ward decision (8 August 2002) that, among other things:

native title has been wholly extinguished in respect of land the subject of freehold, public works or other previous “exclusive possession” acts, and in respect of minerals and petroleum which are vested in the Crown, as well as various other grants and vestings; and
native title has been partially extinguished as a result of the grant of “non-exclusive possession” pastoral leases and mining leases, and also as a result of the creation of certain reserves.

We have not researched the underlying land tenure in respect of the Tenements in order to determine the extent of extinguishment for the purposes of this report.

6. NATIVE TITLE – NATIVE TITLE CLAIMS

Persons claiming to hold native title may lodge an application for determination of native title (being a native title claim) with the Federal Court. Applications which are lodged with the Federal Court will be referred to the National Native Title Tribunal (“ NNTT ”) for the purposes of registration of the claim.

If the Native Title Registrar is satisfi ed that a claim meets the registration requirements set out in the Commonwealth Act (“ Registration Test ”) it will be entered on the Register of Native Title Claims maintained by the NNTT (“ Register ”). Claimants of registered claims are afforded certain procedural rights under the Commonwealth Act including the “right to negotiate” discussed further below.

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Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received maintained by the NNTT. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfi es the Registration Test. Claims which are deregistered will lose the right to negotiate from the date of deregistration but will still remain on foot in the Federal Court until such time as they are determined by the Court. We have not undertaken searches to determine whether any unregistered claims affect the Tenements.

None of the Tenements relate to land which is currently the subject of a registered native title claim. The fact that a claim may be lodged does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that no native title exists over that area. The existence of native title would be established in due course as the claims are determined by the Federal Court. We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the possibility of any further claims in respect of the area of the Tenements being made in the future.

7. NATIVE TITLE – VALIDITY OF TITLES

(a) Granted Tenements

The grant of a mining tenement is an act that is capable of affecting, and which may affect, native title. The future act processes of the Commonwealth Act provide a mechanism for achieving the valid grant of a mining tenement in terms of native title. The validity of a mining tenement granted in Western Australia is dependent on its date of grant.

(i) Tenements granted prior to 1 January 1994

Under the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 the grant of mining tenements granted in Western Australia prior to 1 January 1994 has been validated to the extent that the grant may have been invalid as a result of the existence of native title. Three of the Tenements were granted during this period.

(ii) Tenements granted between 1 January 1994 and 23 December 1996

The Western Australian Parliament passed the Titles Validation Amendment Act 1999 which confi rmed the validity of certain acts made by the State of Western Australia between 1 January 1994 and 23 December 1996, provided such acts had met various conditions set out in the Commonwealth Act. None of the Tenements were granted during this period.

(iii) Tenements granted after 23 December 1996

Tenements granted since 23 December 1996 which are affected by native title rights and interests will be valid provided the applicable processes prescribed by the Commonwealth Act were complied with. We understand that it has been the practice of the Western Australian Government to comply with these processes but we have not undertaken any independent enquiries to confi rm that this is the case. Four of the Tenements were granted after 23 December 1996.

(b) Future Tenement Grants

As stated above, the valid grant of any of the Tenements which may affect native title requires full compliance with the provisions of the Commonwealth Act in addition to compliance with the usual procedures under the State’s mining legislation. The primary procedure prescribed under the Commonwealth Act is the “right to negotiate” process. Other procedures generally apply to low-impact titles (such as prospecting and exploration licences) or infrastructure titles.

The right to negotiate process involves the publishing of a notice of the proposed grant of a tenement followed by a minimum 6 month period of negotiation between the relevant State Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the NNTT, which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The Commonwealth Act provides that, in relation to the grant of mining tenements in certain areas, a State law can operate in lieu of the right to negotiate process of the Commonwealth Act. These areas are principally areas covered by pastoral leases. The Western Australian State Government has not yet introduced such a law.

The right to negotiate process does not have to be pursued in cases where an indigenous land use agreement (“ ILUA ”) is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the tenement. These procedures will vary depending on the terms of the relevant ILUA.

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The Department has released a policy to facilitate the grant of exploration licence applications outside the right to negotiate procedure. The Department has indicated its intent to grant exploration licences where the applicant is willing to enter into a standard aboriginal heritage protection agreement (“ HPA ”). The HPAs have been negotiated between the State, mining and exploration representative bodies, and aboriginal representative bodies. The policy appears to be effective in achieving the grant of exploration licences.

(c) Renewals

As with the grant of mining tenements, renewals of mining tenements granted prior to 1 January 1994, to the extent the renewals were invalid due to native title, have been validated by legislation. Renewals granted between 1 January 1994 and 23 December 1996 have been similarly validated provided certain statutory criteria have been met.

Renewals made after 23 December 1996 of tenements validly granted before that date will not be subject to the right to negotiate process provided:

(i) the area to which the earlier right is made is not extended;
(ii) the term of the new right is not longer than the term of the earlier right; and
(iii) the rights to be created are not greater than the rights conferred by the earlier grant.

There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the courts. Other than as stated above, renewals of mining tenements are subject to the same right to negotiate (or, pending legislation, alternative State) process as is described above.

8. RISK FACTORS

The existence of native title and/or native title claims in relation to the land the subject of the Tenements may have an adverse impact on the activities of the Company, and its ability to fund those activities. It is impossible at this stage to quantify the impact that these matters may have, but the main risks include:

(a) delays in obtaining the grant of renewals or conversions of the Tenements, or further applications, as a result of the right to negotiate (or alternative State) process as this process can take as long as 2 years. Further, if the parties to the right to negotiate process cannot reach agreement the matter may be referred to the NNTT for arbitration. The NNTT may determine that the application cannot be granted or only granted on conditions unacceptable to the Company, as applicable;
(b) compensation may be payable by the Company as a result of agreements made pursuant to the right to negotiate or alternative process or as a result of a compensation order made by the Federal Court in the event native title has been determined to exist. The amount of such compensation is not quantifi able at this stage;
(c) if native title is found to exist the nature of the native title may be such that consent to mining is required from the native title holders but is withheld or only granted on conditions unacceptable to the Company, as applicable; and
(d) the risk that Aboriginal sites and objects exist on the land the subject of the Tenements, the existence of which sites and objects may preclude or limit mining activities in certain areas of the Tenements. Further, the disturbance of such sites and objects is likely to be an offence under the applicable legislation, exposing the Company to fi nes and other penalties.

9. QUALIFICATIONS

While the status of the Tenements is dealt with in detail in the Schedule and the Notes, we point out by way of summary, that:

(a) we have assumed the results of the searches which we have made or caused to be made of the Register established and maintained pursuant to the WA Mining Act are accurate;
(b) we have relied on the accuracy of the Register and records maintained by the Department and the NNTT; and
(c) the holding of the Tenements is subject to compliance with their terms and conditions and the provisions of the WA Mining Act.

Yours faithfully

==> picture [158 x 32] intentionally omitted <==

Blakiston & Crabb

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Tenement Holder/ Grant Expiry Registered Registered Notes
No. Applicant Date Date Encumbrances Native Title
Claims
----- End of picture text -----

Tenement No.	Holder/ Applicant	Grant Date	Expiry Date	Registered Encumbrances	Registered Native Title Claims	Notes

M80/267	Speewah	22/05/89	21/05/10	Nil	Nil	1, 3, 4, 5, 6
M80/268	Speewah	22/05/89	21/05/10	Bond PE9232	Nil	1, 3, 4, 5, 6, 7, 8
M80/269	Speewah	22/05/89	21/05/10	Bond PE9233	Nil	1, 3, 4, 5, 6, 7, 9, 11
E80/2863	Speewah	11/08/03	10/08/08	Exemption from Drop-off 3H/067 (Granted)	Nil	1, 2, 4, 5, 6, 10, 11, 12
E80/3657	Speewah	29/01/07	28/01/12	Nil	Nil	1, 11, 13
L80/43	Speewah	24/11/04	23/11/25	Nil	Nil	1, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25,26,27
L80/47	Speewah	17/02/06	16/02/27	Nil	Nil	1, 14, 16, 17, 18, 19, 20, 21, 22, 28, 29

Key:

E = Exploration Licence L = Miscellaneous Licence M = Mining Lease Speewah = Speewah Mining Pty Ltd

Bonds:

Bond PE9232 Lodged on 11 May 2004 for $15,000. Bond PE9233 Lodged on 11 May 2004 for $25,000.

Exemption from Drop-off:

Exemption from Drop-off 3H/067 Lodged on 11 July 2006 applying for relief from the provisions of Section 65(1) (a). Since the date of the original searches conducted on 8 May 2007, this exemption has been granted.

NOTES:

Encroachments:

Part or all of this tenement is within a Catchment Area.
Part of this tenement is within a Rain Forest (but it is less than 0.1% of the area of this tenement).

Endorsements and Conditions:

No developmental or productive mining or construction activity being commenced until the tenement holder has submitted a plan of the proposed operations and measures to safeguard the environment to the Director, Environment, DoIR for assessment; and until his written approval has been obtained.
No mining being carried out that will pollute or unduly interfere with the natural water courses.
The rights of ingress to and egress from any mining operation being at all times preserved to the authorised offi cers of the Water Authority or Water and Rivers Commission (“WRC”), for inspection purposes.
Such further conditions concerning the pollution of or interference with the natural water courses as the Minister for Mines or Minister for State Development may from time to time determine.
Mining on any road or road reserve being confi ned to below a depth of 15 metres from the natural surface.
The lessee arranging lodgement of an Unconditional Performance Bond executed by a Bank or other approved fi nancial institution in favour of the Minister for State Development for due compliance with the environmental conditions of the lease in the sum of $15,000.

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The lessee arranging lodgement of an Unconditional Performance Bond executed by a Bank or other approved fi nancial institution in favour of the Minister for State Development for due compliance with the environmental conditions of the lease in the sum of $25,000.
The land the subject of this licence affects a rainforest area. The licensee is advised to contact the Department of Conservation and Land Management for detailed information on the management requirements for rainforest areas and rainforest monitoring site or sites present within the tenement area.
No interference with the use of the Aerial Landing Ground and mining thereon being confi ned to below a depth of 15 metres from the natural surface.
Consent to mine on Dunham River Catchment Area given subject to:
(a) Written notifi cation, where practicable, of the time frame, type and extent of proposed ground disturbing activities being forwarded to the WRC prior to commencement of those activities.
(b) Existing tracks to be used where possible. The written approval being obtained from WRC prior to constructing any new vehicle access tracks or roads.
(c) Any river, wetland or its fringing vegetation that may exist on site not being disturbed or removed without prior written approval from WRC.
(d) Clearing of vegetation is prohibited unless the prior written approval or appropriate licensing is obtained from the WRC.
(e) Activities requiring the abstraction of water from any waterway, wetland or drain is prohibited unless an abstraction licence has been granted by WRC.
(f) Activities that may disrupt the natural fl ow of any watercourse are prohibited unless a licence has been obtained from WRC.
(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 confi ned to surface geological, geophysical and or geochemical surveys and drilling, unless the written approval of the WRC is fi rst obtained.
(h) Activities requiring the abstraction of groundwater are prohibited unless a bore construction and abstraction licence has been granted by WRC.
(i) 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 State Mining Engineer and WRC.
(j) Unless permission is fi rst obtained from WRC ground breaking activities are prohibited within the fl oodway and within a lateral distance of:
- 50 metres from a perennial waterway; and
- 30 metres from a seasonal waterway.
(k) The storage and disposal of hydrocarbons, chemicals and potentially hazardous substances being in accordance with the WRC’s Guidelines and Water Quality Protection Notes.
Consent to mine on Dunham River Catchment Area given subject to:
(a) Written notifi cation, where practicable, of the time frame, type and extent of proposed ground disturbing activities being forwarded to the Department of Water’s Kimberley offi ce seven days prior to commencement of those activities.
(b) Any signifi cant waterway (fl owing 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 offi cers 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 fl ow of any watercourse are prohibited unless a licence has been obtained from the Department of Water.

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(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 confi ned to surface geological, geophysical and or geochemical surveys and drilling unless the written approval of the Department of Water is fi rst 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.
The licensee submitting a plan of proposed operations and measures to safeguard the environment to the Director, Environment, DoIR for assessment and written approval prior to commencing any development or construction.
Development and operations, as approved by the Mining Engineer-District Inspector of Mines (the Inspector), being carried out in such a manner so as to create the minimum practicable disturbance to the existing vegetation and natural landform.
The road to be constructed using proper materials to suit the purpose for which it is being constructed, and further that it be constructed in a workman like manner and further that it be constructed to the satisfaction of the Inspector.
All intersections with public roads should be at 90 degrees or as close as possible to maintain visibility and such intersections are to be maintained at the licence holder’s expense.
Wherever any part of a road intersects an existing fence, the holder shall where necessary construct a gate or livestock grid having such dimensions and be constructed of such materials and be of such standard as agreed with the pastoralist or as determined by the Inspector.
Truck warning signs must be installed at a distance of 200 metres both north and south (or east and west as the case requires) of any intersection, to warn traffi c on public roads of entering traffi c from the road.
The road is to be clearly signposted as a private road and the signposting is to be regularly maintained at the licence holder’s expense.
The holder shall maintain the road from time to time as shall be required to ensure that it is safe for the purpose that it is constructed.
All traffi c on the road must give way to traffi c on public roads.
Within six months of the route for the Road corridor/s to a maximum width of 50 metres being known, the licensee is to lodge a surrender of the balance of the area of the licence; unless the Warden or Minister for State Development orders or consents otherwise.
The holder to obtain written approval from Main Roads Western Australia, Kimberley Region prior to the construction of the portion of the road that will intersect the Great Northern Highway.
On the completion of the life of mining operations in connection with this licence the holder shall:
remove all installations constructed pursuant to this licence; and
on such areas cleared of natural growth by the holder or any of its agents, the holder shall plant trees and/or shrubs and/or any other plant as shall conform to the general pattern and type of growth in the area and as directed by the Inspector and properly maintain same until the Inspector advises regrowth is self supporting;
unless the Warden or Minister for State Development orders or consents otherwise.
No interference with Geodetic Survey Station Lissadell 116 and mining within 15 metres thereof being confi ned to below a depth of 15 metres from the natural surface.
Consent to mine on Catchment Area 2 given subject to:
(a) Written notifi cation, where practicable, of the time frame, type and extent of proposed ground disturbing activities being forwarded to the WRC Kununurra seven days prior to commencement of those activities.
(b) Any signifi cant waterway (fl owing or not), wetland or its fringing vegetation that may exist on site not being disturbed or removed without prior written approval from WRC.
(c) The rights of ingress to and egress from the Licence being at all reasonable times preserved to offi cers of WRC for inspection and investigation purposes.
(d) All proposed exploration activities within Public Drinking Water Source Areas complying with WRC’s Water Quality Protection Note Land Use Compatibility in Public Drinking Water Source Areas.

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(e) All Mining Act tenement activities within Public Drinking Water Source Areas being prohibited unless the prior written approval has been obtained from WRC.
(f) All Mining Act tenement activities are prohibited within 2 kilometres of the maximum storage level of a reservoir including the reservoir itself, unless the prior written approval of the WRC is fi rst obtained.
(g) Storage and use of hydrocarbons and potentially hazardous substances requiring the prior written approval or appropriate permits from WRC.
(h) The storage and disposal of hydrocarbons, chemicals and potentially hazardous substances being in accordance with the WRC’s Guidelines and Water Quality Protection Notes.
(i) All hydrocarbon or other pollutant spillage being reported to Water and Rivers Commission. Remediation being carried out to the satisfaction of WRC.
(j) All Mining Act tenement activities are prohibited within a 300-metre radius of any observation well in a Public Drinking Water Source Priority P1, P2 & P3 Areas unless the written approval of the WRC is fi rst obtained.
(k) All Mining Act tenement activities are prohibited within a 500-metre radius in a P1 area or a 300-metre radius in a P2 or P3 area of any Public Drinking Water Source production well or dam, unless the written approval of the WRC is fi rst obtained.
The licensee is to obtain the written approval of the Shire of Wyndham - East Kimberley or Main Roads WA or both where applicable and lodge a copy of that approval with the Mining Registrar prior to the construction of that part of the road that will intersect with any existing road. Where a difference exists between DoIR conditions and the requirements of either authority, the requirements of the authority prevail.
Consent to mine on the Dunham River Catchment Area (CMT2) given subject to:
(a) Written notifi cation, where practicable, of the time frame, type and extent of proposed ground disturbing activities being forwarded to the Department of Environment Kununurra seven days prior to commencement of those activities.
(b) Any signifi cant waterway (fl owing 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 Environment.
(c) The rights of ingress to and egress from the Licence being at all reasonable times preserved to offi cers of the Department of Environment for inspection and investigation purposes.
(d) All proposed exploration activities within Public Drinking Water Source Areas complying with the Department of Environment’s Water Quality Protection Note Land Use Compatibility in Public Drinking Water Source Areas.
(e) All Mining Act tenement activities within Public Drinking Water Source Areas being prohibited unless the prior written approval has been obtained from the Department of Environment.
(f) All Mining Act tenement activities are prohibited within 2 kilometres of the maximum storage level of a reservoir including the reservoir itself, unless the prior written approval of the Department of Environment is fi rst obtained.
(g) Storage and use of hydrocarbons and potentially hazardous substances requiring the prior written approval or appropriate permits from the Department of Environment.
(h) The storage and disposal of hydrocarbons, chemicals and potentially hazardous substances being in accordance with the Water and Rivers Commission’s Guidelines and Water Quality Protection Notes.
(i) All hydrocarbon or other pollutant spillage being reported to the Department of Environment. Remediation being carried out to the satisfaction of the Department of Environment.
(j) All Mining Act tenement activities are prohibited within a 300-metre radius of any observation well in a Public Drinking Water Source Priority P1, P2 & P3 Areas unless the written approval of the Department of Environment is fi rst obtained.
(k) All Mining Act tenement activities are prohibited within a 500-metre radius in a P1 area or a 300-metre radius in a P2 or P3 area of any Public Drinking Water Source production well or dam, unless the written approval of the Department of Environment is fi rst obtained.

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INTRODUCTION

This section identifi es the areas the Directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Intending investors should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to apply for Shares.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specifi c risks associated with the Company’s business and its involvement in the exploration and mining industry. These risk factors are largely beyond the control of the Company and its Directors because of the nature of the proposed business of the Company.

The following summary, which is not exhaustive, represents some of the major risk factors of which potential investors need to be aware.

INVESTMENT RISKS

Investors should regard the Shares to be issued pursuant to this Prospectus as speculative because of the nature of the Company’s business. The Directors have identifi ed factors that are most likely to affect the Company and the value of its securities, as presented below.

However, this is not an exhaustive list and investors should seek professional advice for further clarifi cation of the risks involved before deciding whether to apply for Shares offered for subscription in this Prospectus.

EXPLORATION AND MINING RISKS

The future viability and profi tability of the Company as an exploration and mining company will be dependent on a number of factors, including, but not limited to, the following:

commodity prices and exchange rates;
risks inherent in exploration and mining including, among other things, successful exploration and identifi cation of ore reserves, satisfactory performance of mining operations and competent management;
risks associated with obtaining grant of any mining tenements which are applications or renewal of tenements upon expiry of their current term;
risks arising because of native title and aboriginal land rights which may affect the Company’s ability to gain access to prospective exploration areas to obtain production titles. Compensatory obligations may be necessary in settling native title claims lodged over any of the tenements held or acquired by the Company. The level of impact of these matters will depend, in part, on the location and status of the tenements acquired by the Company;
the risk of material adverse changes in the government policies or legislation of Australia affecting the level of mining and exploration activities;
environmental management issues with which the Company may be required to comply from time to time;
poor weather conditions over a prolonged period which might adversely affect mining and exploration activities and the timing of earning revenues;
unforeseen major failures, breakdowns or repairs required to key items of mining plant and equipment or mine structure resulting in signifi cant delays, notwithstanding regular programmes of repair, maintenance and upkeep;
ability to attract and retain a suitably qualifi ed workforce for mining and exploration activities; and
ability to source and contract drilling rigs and other key items of mining plant and equipment or mine structure resulting in delays and costs of such delays which will impact the timing of the Company’s exploration programmes and impact the Company’s budget.

The Tenements of the Company as described in this Prospectus are at various stages of exploration, and potential investors should understand that mineral exploration and development are speculative undertakings. There can be no assurance that exploration of the Tenement areas described in this Prospectus, or any other tenements that may be acquired in the future, will result in the discovery of a mineral deposit. Even if a viable mineral deposit is identifi ed, there is no certainty that it can be economically exploited.

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Mining and exploration are high risk endeavours with the potential for high returns.

If exploration or mining programmes prove to be unsuccessful, this could result in a diminution of the value of the tenements which could have a negative impact on the Company’s share price. In the event that programmes yield negative results, tenements may be relinquished either in total or in part thereof and/or the Company may withdraw from a joint venture or not exercise its option to acquire equity, even though a viable mineral deposit may be present, but undiscovered.

The Company may also be exposed to risks associated with the fi nancial failure or default by a participant in any of the joint ventures or other contractual relationships to which the Company is, or may become, a party.

MARKETING RISKS

The Company may be exposed to risks associated with the marketing of minerals extracted through successful mining. Due to the range of potential mineralisation that may exist and the early stage of exploration of the Tenements, the Company is unable to adequately assess the marketing risk the Company may face in which the Company may seek to sell any mineral product derived from successful mining.

VALUATION OF TENEMENTS

The Company makes no representation in this Prospectus with regards to a valuation of the Tenements. Intending investors and their advisors should make their own assessment as to the value of the Tenements.

NATIVE TITLE AND LAND ACCESS

The Company’s activities in Australia are subject to the Native Title Act, and its interpretation, which are discussed in the Solicitor’s Report in this Prospectus. Uncertainty associated with Native Title issues may impact on the Company’s future plans. The Company is not aware of any Native Title issues that cannot be resolved through the normal legal process, should they arise. The Company is not aware of any other matters that may impact upon its timely access to the land that comprises its tenement areas.

ABORIGINAL SITES OF SIGNIFICANCE

Commonwealth and State Legislation in Australia allow for the protection of sites of signifi cance to Aboriginal custom and tradition. The Company proposes to carry out “clearance surveys” prior to conducting any exploration work that would cause a disturbance to the land surface. The Company’s tenements may contain some such sites of signifi cance which would need to be avoided when carrying out fi eld programmes. It is possible that such areas where sacred sites exist may contain mineralisation or an economic resource which would therefore remain unexploited.

ENVIRONMENTAL RISK

The Company’s Tenements are subject to Australian laws and regulations regarding an environmental matter, which means there are potential liability risks. The Company proposes to operate fully in accordance with applicable laws and conduct its programmes in a responsible manner with regard to the environment.

DEVELOPMENT CAPITAL

Exploration and mining costs will reduce the cash reserves of the Company, which may not be replaced through the Company’s proposed mining operations, should these prove unsuccessful or perform below the expected acceptable base levels. The Company would then be dependent on seeking development capital elsewhere, through equity, debt or joint venture fi nancing, to support long term exploration and evaluation of its Tenements.

SHAREMARKET CONDITIONS

The price of the Company’s Shares, when quoted on the ASX, will be infl uenced by international and domestic factors. Should these produce a negative effect on the Share price, this may also affect the Company’s ability to raise development capital.

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COMMODITY PRICE AND DEMAND, AND EXCHANGE RATES

The demand for, and price of commodities is highly dependant on a variety of factors, including the international supply and demand of the commodities, the quality of the minerals produced, actions taken by governments, global economic and political developments and exchange rates.

Furthermore, international prices of minerals, ore and metals are typically 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 fl uctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

GENERAL ECONOMIC FACTORS AND INVESTMENT RISKS

General economic conditions may affect infl ation and interest rates, which in turn may impact upon the Company’s operating costs and fi nancing. Other factors that may adversely affect the Company’s activities in Australia or overseas include changes in government policies, natural disasters, industrial disputes, and social unrest or war on a local or global scale.

OTHER RISKS

The future viability and profi tability of the Company is also dependent on a number of other factors affecting performance of all industries and not just the exploration and mining industries, including, but not limited to, the following:

currency exchange rate fl uctuations;
the strength of the equity and share markets in Australia and throughout the world;
general economic conditions in Australia and its major trading partners and, in particular, infl ation rates, interest rates, commodity supply and demand factors and industrial disruptions;
fi nancial failure or default by a participant in any of the joint ventures or other contractual relationship to which the Company is, or may become, a party;
insolvency or other managerial failure by any of the contractors used by the Company in its activities; and
industrial disputation in Australia and overseas.

SPECULATIVE NATURE OF INVESTMENT

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 specifi cally referred to above, may in the future materially affect the fi nancial 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 Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares in the Company.

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a d d i t i o n a l i n f o r m a t i o n

INCORPORATION AND SUBSIDIARY

The Company was incorporated on 28 May 2002 as Colonial Mining Ltd. On 13 August 2004 the Company converted from a limited liability company to a proprietary limited company. On 12 October 2006, the Company converted from a proprietary limited to a limited liability company. On 3 May 2007 the Company changed its name to NiPlats Australia Limited.

Speewah Mining Pty Ltd is a 100% owned subsidiary of NiPlats. Speewah Mining Pty Ltd was incorporated on 29 May 2002, and has been 100% owned by NiPlats since incorporation. Each of the Mining Leases, Exploration Licences and Miscellaneous Licences described in this Prospectus are 100% owned by Speewah Mining Pty Ltd.

COMPANY TAX STATUS AND FINANCIAL YEAR

The Directors expect the Company will be taxed in Australia as a public company. The fi nancial year of the Company ends on 30 June annually.

LEGAL PROCEEDINGS

The Directors are not aware of any litigation of a material nature pending or threatened which may signifi cantly affect the Company.

MATERIAL CONTRACTS

Set out below is a brief summary of certain contracts which have been entered into by the Company and which have been identifi ed as material and relevant to potential investors.

Employment Agreement – Richard Wolanski

On 21 May 2007 the Company entered into an employment agreement with Mr Richard Wolanski.

Mr Wolanski was appointed as the Executive Director of the Company from 21 May 2007.

Mr Wolanski will receive an annual salary of $54,500 (inclusive of superannuation) for his services as an Executive Director. Mr Wolanski will be paid at a rate of $100 per hour (exclusive of GST) for any services provided to the Company which are outside of the scope of his duties as Executive Director.

The employment agreement also provides for the issue of options in the Company to Mr Wolanski. Mr Wolanski has been issued with 1,000,000 options for no subscription price which are exercisable at $0.20 and have an expiry date of 30 June 2012. These options shall vest upon the admission of the Company to the offi cial list of the ASX. In the event that the Company is not admitted to the Offi cial List of the ASX, the options shall not be exercisable.

Mr Wolanski’s salary is to be reviewed every 12 months.

The agreement may be terminated with four weeks notice in writing by either Mr Wolanski or the Company. The Company may also terminate Mr Wolanski’s employment for any breach of duty in relation to the Company or if Mr Wolanski commits any act of dishonesty or fraud. If Mr Wolanski’s employment is terminated, unless invited by the board of directors, he must resign as a Director of the Company.

Mr Wolanski’s employment is otherwise on commercial terms and conditions.

Services Agreement – Mineral Securities Limited

The Company has entered into an agreement dated 21 May 2007 with Mineral Securities Limited for the provision of technical, administration and occupancy services a summary of which is contained in the section on related party transactions in Section 9.

RIGHTS ATTACHING TO SHARES

The rights attaching to Shares in the Company are:

(a) set out in the constitution of the Company, a copy of which is available for inspection at the registered offi ce of the Company during normal business hours; and
(b) in certain circumstances, regulated by the Corporations Act, the Listing Rules, the ASTC Settlement Rules and the general law.

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The following is a summary of the principal rights of the holders of Shares in the Company.

Voting

Every holder of shares present in person or by proxy, attorney or representative at a meeting of shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of shares who is present in person or by proxy, attorney or representative has one vote for every fully paid share held by him or her, and a proportionate vote for every partly paid share, registered in such shareholder’s name on the Company’s share register.

A poll may be demanded by the Chairman of the meeting, by any fi ve shareholders present in person or by proxy, attorney or representative, or by any one or more shareholders who are together entitled to not less than fi ve percent of the total voting rights of the shares of all those shareholders having the right to vote at that meeting.

Dividends

Dividends are payable out of the Company’s profi ts and may be declared by the Directors.

Transfer of Shares

A shareholder may transfer shares by a market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in shares or by an instrument in writing in a form approved by the ASX or in any other usual form or in any form approved by the Directors.

The Directors of the Company may refuse to register any transfer of shares, other than a proper market transfer, where permitted or required to do so by the Listing Rules or the ASTC Settlement Rules. The Company must not refuse to register or give effect to or delay or in any way interfere with a proper ASTC transfer of shares or other securities.

Meetings and Notice

Each shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to shareholders under the constitution of the Company, the Corporations Act or the Listing Rules.

Liquidation Rights

On listing the Company will have one class of share on issue. The ordinary shares will rank equally in the event of liquidation. Once all the liabilities of the Company are satisfi ed, a liquidator may, with the authority of a special resolution of shareholders divide the whole or any part of the remaining property of the Company. The liquidator can with the sanction of a special resolution of the Company’s shareholders vest the whole or any part of the property in trust for the benefi t of shareholders as the liquidator thinks fi t, but no shareholder of the Company can be compelled to accept any shares or other securities in respect of which there is any liability.

Shareholder Liability

As the shares under Offer pursuant to the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration to the Constitution

The constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting.

ASX Listing Rules

If the Company is admitted to the Offi cial List, then despite anything in the constitution of the Company, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a provision the constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the constitution is or becomes

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inconsistent with the Listing Rules, the constitution is deemed not to contain that provision to the extent of the inconsistency.

TERMS AND CONDITIONS OF OPTIONS

The Company has 5,000,000 options on issue with the following terms and conditions. Each of the Directors has received 1,000,000 options. Consultants to the Company have received 2,000,000 options.

1. GENERAL

1.1 No monies will be payable for the issue of the options.
1.2 A certifi cate will be issued for the options.
1.3 The options shall expire at 5:00 pm on 30 June 2012 (“Expiry Date”).
1.4 Each option shall carry the right to subscribe for one fully paid ordinary Share in the Company.
1.5 Options may be exercised in whole or in part in parcels. An exercise of only some options shall not affect the rights of the optionholder, to the balance of the options held by the optionholder.
1.6 The Shares allotted on the exercise of the options shall be issued at an exercise price of 20 cents each equal to the offer price of any initial public offer undertaken by the Company for the purposes of seeking admission to the ASX (“Exercise Price”).
1.7 The Exercise Price for the options being exercised shall be payable in full on exercise of those options.
1.8 Subject to clauses 1.9 and 2.2 the options may be exercised by the optionholder on or after the admission of the Company to the Offi cial List of the ASX (“Exercise Conditions”). For the avoidance of doubt, in the event that the Company is not admitted to the Offi cial List of the ASX, the options shall not be exercisable.
1.9 Notwithstanding clause 1.8, all options may be exercised:
(a) during a Bid Period; or
(b) at any time after a Change of Control Event has occurred; or
(c) on an application under Section 411 of the Corporations Act, if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company.

“Bid Period” in relation to a takeover bid in respect of shares in the Company, means the period referred to in the defi nition of that expression in Section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder’s statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

“Change of Control Event” means a shareholder, or a group of associated shareholders, becoming entitled to suffi cient shares in the Company to give it or them the ability and that ability is successfully exercised, in a general meeting, to replace all or a majority of the Board.

1.10 The Board may, at its discretion, by notice to the optionholder reduce, waive or vary (provided such variation is not adverse to the optionholder) the Exercise Conditions in whole or in part at any time.
1.11 Options are only exercisable by the delivery to the registered offi ce of the Company of a notice in writing. The notice must specify the number of options being exercised and must be accompanied by:
(a) the option certifi cate for those options, for cancellation by the Company; and
(b) payment for the Exercise Price for each Share to be issued on exercise of the options specifi ed in the notice. The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date.
1.12 The Company shall allot the resultant Shares and deliver the holding statements within 10 Business Days of the exercise of the options.
1.13 Options may be exercised into Shares to be held in the name of the optionholder’s nominee.
1.14 The options shall not be listed for offi cial quotation on the ASX.
1.15 Subject to the Corporations Act, ASX Listing Rules and the Constitution of the Company, the options are freely transferable.

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1.16 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.
1.17 The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of options listed for offi cial quotation, if the Company is listed on the ASX at the time.
1.18 The optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:
(a) the optionholder has become entitled to exercise the options under clause 1.8; and
(b) the optionholder exercises the options before the record date for the determination of entitlements to the new issue of securities and participates as a result of being holders of Shares.

The Company must give the optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

1.19 If there is a bonus share issue (“Bonus Issue”) to the holders of Shares, the number of Shares over which an option is exercisable will be increased by the number of Shares which the optionholder would have received if the option had been exercised before the record date for the Bonus Issue (“Bonus Shares”). The Bonus Shares must be paid up by the Company out of the profi ts or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.
1.20 If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any options, the Exercise Price of an option will be adjusted in the manner provided for in the Listing Rules (whether or not the Company is listed on the ASX at the time).
1.21 If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of optionholder (including the number of options to which each a optionholder is entitled and the Exercise Price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).
1.22 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.

2. LAPSE OF OPTIONS

2.1 Options not validly exercised on or before the Expiry Date will automatically lapse.
2.2 If at any time prior to the Expiry Date an optionholder dies, the deceased optionholder’s Legal Personal Representative may:
(a) elect to be registered as the new holder of the deceased optionholder’s options;
(b) whether or not he or she becomes so registered, exercise those options in accordance with and subject to these terms as if he were the optionholder of them; and
(c) if the deceased optionholder had already given the Company a notice of exercise of his or her options, pay the Exercise Price in respect of those options.

DIRECTORS INTERESTS

Except as disclosed in this Prospectus, no Director holds, or since incorporation has held, any interest in:

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

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

Shareholding Qualifi cations

The Directors are not required to hold any shares in the Company under the constitution of the Company.

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Directors Holdings

Set out in the table below are details of Directors’ relevant interests in the securities of the Company as at the date of this Prospectus. The Directors may subscribe for Shares under this Prospectus.

Shares and Options

Director	No of Shares Held Directly	No of Shares Held Indirectly	No of Options Held Directly	No of Options Held Indirectly
Anthony Barton	-	2,920,0001	1,000,000	1,000,0002
Keith Liddell	-	-	1,000,000	-
Richard Wolanski	100,000	-	1,000,000	-

1,000,000 of the Shares are held by Mr AP Barton and Mrs CH Barton as trustee for the Barton Family Superannuation Fund of which Mr Barton is a director and a benefi ciary. 720,000 of the Shares are held by Australian Heritage Group Pty Ltd as trustee for the Australian Heritage Trust of which Mr Barton is a director and a benefi ciary. 1,200,000 of the Shares are held by Australian Heritage Group Pty Ltd as trustee for the New Capital Fund of which Mr Barton is a director and a benefi ciary.
The options are held by Australian Heritage Group Pty Ltd as trustee for the Australian Heritage Trust of which Mr Barton is a director and a benefi ciary.

Mineral Securities Limited, a public company listed on the ASX, of which Mr Liddell is Executive Chairman and a shareholder, holds a direct interest in 30,000,000 shares in NiPlats.

Remuneration of Non Executive Directors

The constitution of the Company provides that the Non Executive Directors may collectively be paid remuneration for their services a fi xed sum not exceeding the aggregate maximum sum per annum from time to time determined by the Company in a general meeting (currently $150,000).

For the current fi nancial year ending 30 June 2007 it is expected that the Non Executive Directors fees collectively will not exceed $9,000. For the next fi nancial year ending 30 June 2008 it is expected that the Non Executive Directors fees collectively will not exceed $60,000 based on the current Board appointments.

A Director may be paid fees, or other amounts, as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Related Party Transactions

Mineral Securities Limited (“Minsec”), a company of which Keith Liddell is the Executive Chairman and which is a substantial shareholder of NiPlats, has entered into an agreement with NiPlats for the provision of technical services of employees of Minsec, offi ce space, infrastructure, accounting and administration services. The services are provided at a rate of $5,000 per month. The monthly charge of $5,000 includes the provision of advisory services by Mr Liddell to the Company which are provided in addition to the services he provides as a Director of NiPlats. Also pursuant to this agreement Mr Ken Rogers, an employee of Minsec, will consult to NiPlats as the Company’s Chief Geologist. Minsec will charge NiPlats the cost of Mr Rogers base salary plus a markup of 50%.

Australian Heritage Group Pty Ltd (“AHG”), a company of which Anthony Barton is a Director has entered into a corporate advisory agreement with NiPlats in respect of the Offer. AHG has been engaged to provide management services and corporate, strategic and market advice in relation to the Offer. AHG will oversee the preparation of the prospectus, associated due diligence, experts reports and ASX listing for a fee of $35,000.

AHG will also provide co-ordination and management services with other brokers for a fee of 1% of the total capital raised. NiPlats will also pay a capital raising fee of 5% to AHG of the total capital raised, of which 4% of these fees is typically passed on to any AFSL holders who have provided capital raising services.

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Other Interests

The Company has entered into Deeds of Indemnity and Access with each of the Directors under which the Company agrees to indemnify the Directors against certain liabilities incurred by the Directors while acting as Director of the Company, to use its best endeavours to insure the Directors against certain risks to which the Directors are exposed to as a Director of the Company and to grant to the Director a right of access to certain records of the Company for a period up to seven years after the Director ceases to be a Director.

INTERESTS OF NAMED PERSONS

Except as disclosed in this Prospectus, no promoter or other 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 holds, or during the last two years has held, any interest in:

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

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to a promoter or any 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 for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Blakiston & Crabb has acted as solicitors to the Offer and in that capacity have been involved in undertaking due diligence enquiries in relation to the legal matters and providing legal advice to the Company in relation to the Offer. The Company will pay approximately $52,500 to Blakiston & Crabb for these services. Claire Boyd is a partner of Blakiston & Crabb and is also a director of Mineral Securities Limited.

CSA Australia Pty Ltd has prepared the Independent Geologist’s Report included in Section 4 of this Prospectus. In respect of this work the Company has agreed to pay approximately $20,000 for these services.

Ernst & Young has prepared the Independent Accountant’s Report included in Section 5 of this Prospectus. In respect of this work the Company will pay approximately $20,000.

Ernst & Young has been appointed as auditor to the Company for which it has been, and will be paid, its usual commercial rates.

The amounts disclosed above are exclusive of any amount of goods and services tax payable by the Company in respect of those amounts.

CONSENTS

Each of the parties referred to in this Section 9:

(a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specifi ed in this Section; and
(b) to the maximum extent permitted by law, expressly disclaims and takes 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 specifi ed in this Section.

Ernst & Young has given its written consent to the inclusion in this Prospectus of its Independent Accountant’s Report and all statements referring to that report in the form and context in which they are included and has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

CSA Australia Pty Ltd has given its written consent to the inclusion in this Prospectus of its Independent Geologist’s Report and all statements referring to the report in the form and context in which they are included and has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

Blakiston & Crabb has given its written consent to the inclusion in this Prospectus of its Solicitor’s Report on tenements and all statements referring to the report in the form and context in which they are included and has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

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Each of the following has consented to being named in the Prospectus in the capacity as noted below and have not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

(i) Security Transfer Registrars Pty Ltd as share registry for the Company;
(ii) Blakiston & Crabb as solicitors to the Company;
(iii) Ernst & Young as Independent Accountant;
(iv) Ernst & Young as auditor to the Company; and
(v) CSA Australia Pty Ltd as Independent Geologist.

There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus. There are no statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in the Prospectus and did not authorise or cause the issue of the Prospectus.

COSTS OF THE ISSUE

The total estimated costs of the Issue, including legal fees incurred, registration fees, broker fees, fees for other advisers, Prospectus design, printing and advertising expenses and other miscellaneous expenses, will be approximately $360,000 (exclusive of any goods and services tax which may be payable on that amount).

ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with the ASIC and the issue of securities in response to an electronic application form, subject to compliance with certain provisions.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at [email protected] and the Company will send to you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

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. In such a case, the Application monies received will be dealt with in accordance with Section 722 of the Corporations Act.

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S E C T I O N 1 0

d i r e c t o r s r e s p o n s i b i l i t y s t a t e m e n t a n d c o n s e n t

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that no statements made by the Directors in this Prospectus are misleading or deceptive and that in respect of any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC.

The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 3 July 2007

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Signed for and on behalf of NiPlats Australia Limited by Anthony Barton Chairman

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S E C T I O N 1 1 d e f i n e d t e r m s

The following defi nitions apply throughout this document unless the context requires otherwise.

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Applicant(s) Person(s) who submit a valid Application Form pursuant to this Prospectus.
A valid application made to subscribe for a specifi ed number of Shares pursuant to this
Application
Prospectus.
Application Form The form so described which are attached to this Prospectus.
ASIC Australian Securities and Investments Commission.
ASTC ASX Settlement and Transfer Corporation Pty Ltd.
ASTC Settlement Rules The settlement rules of the ASTC (formerly the SCH Business Rules).
ASX ASX Limited ACN 008 624 691 operating as the Australian Securities Exchange.
Australian Heritage Group Australian Heritage Group Pty Ltd ACN 092 525 338.
Board The Board of Directors.
CHESS Clearing House Electronic Subregister System.
Closing Date 20 August 2007.
Company or NiPlats NiPlats Australia Limited ACN 100 714 181.
Corporations Act Corporations Act 2001 (Cth).
Directors The Directors of the Company.
Electronic Prospectus An electronic version of this Prospectus.
Fluorite Project Relates to the identifi ed resources of Calcium Fluoride on the Tenements.
Investigating Accountant Ernst & Young.
Investigating Accountant’s Report The Investigating Accountant’s Report in Section 5.
Independent Geologist CSA Australia Pty Ltd.
Independent Geologist’s Report The Independent Geologist’s Report in Section 4.
Issue The issue of Shares pursuant to this Prospectus.
Listing Rules The offi cial Listing Rules of the ASX.
Mineral Securities Limited Mineral Securities Limited ACN 091 158 593.
Offer The offer the subject of this Prospectus.
Offi cial List The offi cial list of the ASX.
An Option to acquire one Share with an expiry date of 30 June 2012 and with an
Option
exercise price of 20 cents on the terms and conditions set out in Section 9.
PGE+Au Platinum group elements plus gold.
Prospectus This Prospectus and includes the Electronic Prospectus.
SCH Business Rules The business rules of the Securities Clearing House (now the ASTC Settlement Rules).
Section A section of this Prospectus.
Share(s) Fully paid ordinary share(s) in the Company.
Speewah Mining Pty Ltd Speewah Mining Pty Ltd ACN 100 722 889.
The mining leases, exploration licences and miscellaneous licences held by Speewah
Tenements
Mining Pty Ltd in the East Kimberley region of Western Australia.
WST Australian western standard time.
----- End of picture text -----

70 niplats australia limited prospectus

Share Registrars use only

N I P L A T S A U S T R A L I A L I M I T E D A C N 1 0 0 7 1 4 1 8 1

a p p l i c a t i o n f o r m

Please read all instructions on reverse of this form

A NUMBER OF SHARES APPLIED FOR

(minimum 10,000 and then multiples of 2,000 Shares.) at $0.20 per Share =

B TOTAL AMOUNT PAYABLE cheque(s) to equal this amount A$

Broker reference – stamp only Broker code Adviser code

you may be allocated all of the Shares above or a lesser number

C FULL NAME DETAILS title, given name(s) (no initials) and surname or company name

Name of Applicant 1

D TAX FILE NUMBER(S) Or exemption category

Applicant 1/company

Name of Joint Applicant 2 or

Joint Applicant 2/ trust

Name of Joint Applicant 3 or

Joint Applicant 3/exemption

E FULL POSTAL ADDRESS

F CONTACT DETAILS

Number/street Contact name Contact daytime telephone number ( ) Suburb/town State/postcode Contact email address

G CHESS HIN (if applicable)

H CHEQUE PAYMENT DETAILS please fi ll out your cheque details and make your cheque payable to “NiPlats Australia Limited – Share Application Account”

Drawer

Cheque number BSB number Account number

Total amount of cheque

I Return of this Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the constitution of the Company; and
(b) I/we have received personally a copy of this Prospectus accompanied by, or attached to, this Application Form or a copy of this Application Form, or a direct derivative of this Application Form, before applying for Shares.

No signature is required.

You should read the Prospectus dated 3 July 2007 carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

niplats australia limited prospectus 71

Guide to the NiPlats Australia Limited Application Form

This Application Form relates to the Offer of 15,000,000 Shares in NiPlats Australia Limited at 20 cents per Share, pursuant to the Prospectus dated 3 July 2007. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and without charge.

Please complete all relevant sections of this Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of this Application Form. Further particulars and the correct forms of registrable titles to use on this Application Form are contained below.

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 2,000 Shares.
B Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of 20 cents.
C Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the company. Up to three Joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (“CHESS”) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
D Enter your Tax File Number (“TFN”) or exemption category. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFN(s) is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application.
E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
G The Company will apply to ASX to participate in CHESS, operated by ASTC, a wholly owned subsidiary of ASX. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certifi cates to Application in respect of securities allotted.

If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertifi ed form on the CHESS subregister, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For further information refer to the relevant section of the Prospectus.

H Please complete cheque details as requested:

Make your cheque payable to “NiPlats Australia Limited – Share Application Account” in Australian currency and cross it “Not Negotiable”. Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Suffi cient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

I Before completing this Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging this Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign this Application Form.

Correct form of Registrable Title

Note that only legal entities are allowed to hold Shares. Applications 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. The name of the benefi ciary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor	Correct form of	Incorrect form of
	Registrable Title	Registrable Title
Individual	Mr John Alfred Smith	JA Smith
Use names in full, no initials
Minor(a person under the age of 18)	John Alfred Smith	Peter Smith
Use the name of a responsible adult, do not use the name of a minor
Company	ABC Pty Ltd	ABC P/L
Use company title, not abbreviations		ABC Co
Trusts	Mrs Sue Smith	Sue Smith Family Trust
Use trustee(s) name(s), do not use the name of the trust
Deceased Estates	Ms Jane Smith	Estate of late John Smith
Use executor(s) personal name(s), do not use the name of the deceased
Partnerships	Mr John Smith and Mr Michael Smith	John Smith and Son
Use partners personal names, do not use the name of the partnership

Lodgement of Applications

Return your completed Application Form with cheque(s) attached to:

By delivery:	OR	By post:
NiPlats Australia Limited		NiPlats Australia Limited
Level 22 Allendale Square		PO Box Z5152
77 St Georges Tce		Perth WA 6831
Perth WA 6000

Application Forms must be received no later than 5.00pm WST time on 20 August 2007. The Offer may close earlier than this date.

72 niplats australia limited prospectus

Share Registrars use only

N I P L A T S A U S T R A L I A L I M I T E D A C N 1 0 0 7 1 4 1 8 1

a p p l i c a t i o n f o r m

Please read all instructions on reverse of this form

A NUMBER OF SHARES APPLIED FOR

(minimum 10,000 and then multiples of 2,000 Shares.) at $0.20 per Share =

B TOTAL AMOUNT PAYABLE cheque(s) to equal this amount A$

Broker reference – stamp only Broker code Adviser code

you may be allocated all of the Shares above or a lesser number

C FULL NAME DETAILS title, given name(s) (no initials) and surname or company name

Name of Applicant 1

D TAX FILE NUMBER(S) Or exemption category

Applicant 1/company

Name of Joint Applicant 2 or

Joint Applicant 2/ trust

Name of Joint Applicant 3 or

Joint Applicant 3/exemption

E FULL POSTAL ADDRESS

F CONTACT DETAILS

Number/street Contact name Contact daytime telephone number ( ) Suburb/town State/postcode Contact email address

G CHESS HIN (if applicable)

H CHEQUE PAYMENT DETAILS please fi ll out your cheque details and make your cheque payable to “NiPlats Australia Limited – Share Application Account”

Drawer

Cheque number BSB number Account number

Total amount of cheque

I Return of this Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the constitution of the Company; and
(b) I/we have received personally a copy of this Prospectus accompanied by, or attached to, this Application Form or a copy of this Application Form, or a direct derivative of this Application Form, before applying for Shares.

No signature is required.

niplats australia limited prospectus

Guide to the NiPlats Australia Limited Application Form

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 2,000 Shares.
B Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of 20 cents.
C Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the company. Up to three Joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (“CHESS”) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
D Enter your Tax File Number (“TFN”) or exemption category. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFN(s) is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application.
E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
G The Company will apply to ASX to participate in CHESS, operated by ASTC, a wholly owned subsidiary of ASX. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certifi cates to Application in respect of securities allotted.

H Please complete cheque details as requested:

I Before completing this Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging this Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign this Application Form.

Correct form of Registrable Title

Type of investor	Correct form of	Incorrect form of
	Registrable Title	Registrable Title
Individual	Mr John Alfred Smith	JA Smith
Use names in full, no initials
Minor(a person under the age of 18)	John Alfred Smith	Peter Smith
Use the name of a responsible adult, do not use the name of a minor
Company	ABC Pty Ltd	ABC P/L
Use company title, not abbreviations		ABC Co
Trusts	Mrs Sue Smith	Sue Smith Family Trust
Use trustee(s) name(s), do not use the name of the trust
Deceased Estates	Ms Jane Smith	Estate of late John Smith
Use executor(s) personal name(s), do not use the name of the deceased
Partnerships	Mr John Smith and Mr Michael Smith	John Smith and Son
Use partners personal names, do not use the name of the partnership

Lodgement of Applications

Return your completed Application Form with cheque(s) attached to:

By delivery:	OR	By post:
NiPlats Australia Limited		NiPlats Australia Limited
Level 22 Allendale Square		PO Box Z5152
77 St Georges Tce		Perth WA 6831
Perth WA 6000

Application Forms must be received no later than 5.00pm WST time on 20 August 2007. The Offer may close earlier than this date.

74 niplats australia limited prospectus

Share Registrars use only

N I P L A T S A U S T R A L I A L I M I T E D A C N 1 0 0 7 1 4 1 8 1

a p p l i c a t i o n f o r m

Please read all instructions on reverse of this form

A NUMBER OF SHARES APPLIED FOR

(minimum 10,000 and then multiples of 2,000 Shares.) at $0.20 per Share =

B TOTAL AMOUNT PAYABLE cheque(s) to equal this amount A$

Broker reference – stamp only Broker code Adviser code

you may be allocated all of the Shares above or a lesser number

C FULL NAME DETAILS title, given name(s) (no initials) and surname or company name

Name of Applicant 1

D TAX FILE NUMBER(S) Or exemption category

Applicant 1/company

Name of Joint Applicant 2 or

Joint Applicant 2/ trust

Name of Joint Applicant 3 or

Joint Applicant 3/exemption

E FULL POSTAL ADDRESS

F CONTACT DETAILS

Number/street Contact name Contact daytime telephone number ( ) Suburb/town State/postcode Contact email address

G CHESS HIN (if applicable)

H CHEQUE PAYMENT DETAILS please fi ll out your cheque details and make your cheque payable to “NiPlats Australia Limited – Share Application Account”

Drawer

Cheque number BSB number Account number

Total amount of cheque

I Return of this Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the constitution of the Company; and
(b) I/we have received personally a copy of this Prospectus accompanied by, or attached to, this Application Form or a copy of this Application Form, or a direct derivative of this Application Form, before applying for Shares.

No signature is required.

niplats australia limited prospectus

Guide to the NiPlats Australia Limited Application Form

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 2,000 Shares.
B Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of 20 cents.
C Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the company. Up to three Joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (“CHESS”) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
D Enter your Tax File Number (“TFN”) or exemption category. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFN(s) is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application.
E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
G The Company will apply to ASX to participate in CHESS, operated by ASTC, a wholly owned subsidiary of ASX. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certifi cates to Application in respect of securities allotted.

H Please complete cheque details as requested:

I Before completing this Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging this Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign this Application Form.

Correct form of Registrable Title

Type of investor	Correct form of	Incorrect form of
	Registrable Title	Registrable Title
Individual	Mr John Alfred Smith	JA Smith
Use names in full, no initials
Minor(a person under the age of 18)	John Alfred Smith	Peter Smith
Use the name of a responsible adult, do not use the name of a minor
Company	ABC Pty Ltd	ABC P/L
Use company title, not abbreviations		ABC Co
Trusts	Mrs Sue Smith	Sue Smith Family Trust
Use trustee(s) name(s), do not use the name of the trust
Deceased Estates	Ms Jane Smith	Estate of late John Smith
Use executor(s) personal name(s), do not use the name of the deceased
Partnerships	Mr John Smith and Mr Michael Smith	John Smith and Son
Use partners personal names, do not use the name of the partnership

Lodgement of Applications

Return your completed Application Form with cheque(s) attached to:

By delivery:	OR	By post:
NiPlats Australia Limited		NiPlats Australia Limited
Level 22 Allendale Square		PO Box Z5152
77 St Georges Tce		Perth WA 6831
Perth WA 6000

Application Forms must be received no later than 5.00pm WST time on 20 August 2007. The Offer may close earlier than this date.

76 niplats australia limited prospectus

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AI assistant

KING RIVER RESOURCES LIMITED — Capital/Financing Update 2007

65203_rns_2007-07-10_3c08bf2d-5ff3-44ed-9252-1b20af63ab8a.pdf

I M P O R T A N T N O T I C E

C H A I R M A N ’ S L E T T E R

Dear Investor

S E C T I O N 1 o v e r v i e w o f t h e c o m p a n y

BACKGROUND

O V E R V I E W O F T H E C O M P A N Y

CORPORATE OBJECTIVES AND STRATEGIES

OFFER

EXPENDITURE PLANS

O V E R V I E W O F T H E C O M P A N Y

O V E R V I E W O F T H E C O M P A N Y

WORKING CAPITAL

PROJECTS

Overview

Location & History

Opportunity

O V E R V I E W O F T H E C O M P A N Y

TITLE AND LICENCE INFORMATION

Management

S E C T I O N 2 d e t a i l s o f t h e o f f e r t o t h e p u b l i c

DESCRIPTION OF THE OFFER TO THE PUBLIC

INDICATIVE DATES

APPLICATIONS FOR SHARES

LODGEMENT OF APPLICATION FORM

MINIMUM SUBSCRIPTION

ALLOTMENT OF SHARES

BROKERS

UNDERWRITING

ASX LISTING

CHESS

OVERSEAS INVESTORS

RESTRICTED SHARES

FINANCIAL FORECASTS AND FORWARD LOOKING STATEMENTS

ENQUIRIES IN RELATION TO THE OFFER

D E T A I L S O F T H E O F F E R T O T H E P U B L I C

PRIVACY ACT

S E C T I O N 3 d i r e c t o r s a n d m a n a g e m e n t

DIRECTORS AND MANAGEMENT

Mr Anthony Barton, Non Executive Chairman

Mr Keith Liddell, Non Executive Director

Mr Richard Wolanski, Executive Director and Company Secretary

CORPORATE GOVERNANCE STATEMENT

D I R E C T O R S A N D M A N A G E M E N T

PRINCIPLE 2 RECOMMENDATION 2.1

Notifi cation of Departure

Explanation for Departure

PRINCIPLE 2 RECOMMENDATION 2.2

Notifi cation of Departure

Explanation for Departure

PRINCIPLES 2 AND 9 RECOMMENDATIONS 2.4 AND 9.2

Notifi cation of Departure

Explanation of Departure

PRINCIPLE 4 RECOMMENDATION 4.2 AND 4.3

Notifi cation of Departure

Explanation for Departure

S E C T I O N 4

i n d e p e n d e n t g e o l o g i s t ’ s r e p o r t

Dear Sirs,

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

T A B L E O F C O N T E N T S

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

EXECUTIVE SUMMARY

Figure 1 NiPlats Project Location

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

INTRODUCTION

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

2 PROJECT DETAILS

2.1 Location, Access and Physiography

Figure 2.1_1NiPlats Project Location

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

2.2 Tenure

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

2.3 Geology and Mineralisation

2.3.1 PGE Au V mineralisation

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

I N D E P E N D E N T G E O L O G I S T ’ S R E P O R T

KING RIVER RESOURCES LIMITED Capital/Financing Update 2007